8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                            ------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                        Date of Report: November 3, 1997

                Date of earliest event reported: October 28, 1997

                             First Industrial, L.P.
             (Exact name of registrant as specified in its charter)

Delaware                              333-21873                  36-3924586
(State or other                    (Reporting File           (I.R.S. Employer
jurisdiction of organization)          Number)               Identification No.)

311 S. Wacker Drive, Suite 4000
Chicago, Illinois                                                  60606
(Address of principal executive offices)                         (Zip Code)

                                 (312) 344-4300

              (Registrant's telephone number, including area code)




                                      -2-

Item 5.  Other Events

     Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (file No. 333-29879) filed by First Industrial, L.P. (the "Company")
with the Securities and Exchange Commission (the "SEC") relating to the
Company's Medium-Term Note Program. A Prospectus Supplement for the Medium-Term
Note Program was filed with the SEC under Rule 424(b)(5) on October 29, 1997.

Item 7.  Financial Statements and Exhibits

(c)  Exhibits

     Exhibit
     Number   Exhibit

     1.1  Distribution Agreement dated October 28, 1997 between the Company and
          J.P. Morgan Securities Inc., Donaldson, Lufkin & Jenrette Securities
          Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, First
          Chicago Capital Markets, Inc. and UBS Securities LLC.

     4.1. Supplemental Indenture No. 3 dated October 28, 1997 between the
          Company and First Trust National Association providing for the
          issuance of Medium-term Notes due Nine Months or More from Date of
          Issue.

     4.2  Form of Fixed Rate Medium-Term Note.

     4.3  Form of Floating Rate Medium-Term Note.




                                      -3-

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    FIRST INDUSTRIAL, L.P.

                                    By:  First Industrial Realty Trust, Inc.


                                    By:   /s/ Michael J. Havala
                                          --------------------------------
                                           Name:   Michael J. Havala
                                           Title:  Chief Financial Officer,
                                    Treasurer  and Secretary


Date:    October 30, 1997






                                  Exhibit Index


   Exhibit
   Number   Exhibit

     1.1  Distribution Agreement dated October 28, 1997 between the Company and
          J.P. Morgan Securities Inc., Donaldson, Lufkin & Jenrette Securities
          Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, First
          Chicago Capital Markets, Inc. and UBS Securities LLC.

     4.1  Supplemental Indenture No. 3 dated October 28, 1997 between the
          Company and First Trust National Association providing for the
          issuance of Medium-term Notes due Nine Months or More from Date of
          Issue.

     4.2  Form of Fixed Rate Medium-Term Note.

     4.3  Form of Floating Rate Medium-Term Note.

EX-1.1

                             FIRST INDUSTRIAL, L.P.

                                  $300,000,000

                                Medium-Term Notes

                     Due 9 Months or More from Date of Issue

                             DISTRIBUTION AGREEMENT



                                                                October 28, 1997

J.P. Morgan Securities Inc.
60 Wall Street
New York, New York  10260

Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10291-1310

First Chicago Capital Markets, Inc.
One First National Plaza
Chicago, Illinois 60670

UBS Securities LLC
299 Park Avenue
New York, New York 10171


Ladies and Gentlemen:


     First Industrial, L.P., a Delaware limited partnership (the "Operating
Partnership"), confirms its agreement with each of you with respect to the issue
and sale from time to



                                      -2-


time by the Operating Partnership of its Medium-Term Notes due from 9 months or
more from date of issue (the "Securities") in an aggregate initial offering
price of up to $300,000,000 (or the equivalent thereof in one or more foreign or
composite currencies), as such amount shall be reduced by the aggregate initial
offering price of any other debt securities issued by the Operating Partnership,
whether within or without the United States ("Other Securities") pursuant to the
registration statement referred to below, and agrees with each of you
(individually, an "Agent," and collectively, the "Agents," which term shall
include any additional agents appointed pursuant to Section 17 hereof) as set
forth in this Agreement. The Securities will be issued from time to time under
an indenture dated as of May 13, 1997, as amended or supplemented (the
"Indenture") between the Operating Partnership and First Trust National
Association, as Trustee (the "Trustee"). The Securities shall have the
maturities, interest rates, redemption provisions, if any, and other terms set
forth in the Prospectus referred to below as it may be amended or supplemented
from time to time. The Securities will be issued, and the terms and rights
thereof established, from time to time by the Operating Partnership in
accordance with the Indenture.

     On the basis of the representations and warranties herein contained, but
subject to the terms and conditions stated herein and to the reservation by the
Operating Partnership of the right to sell Securities directly to investors
(other than broker-dealers) on its own behalf, the Operating Partnership hereby
(i) appoints the Agents as the exclusive agents of the Operating Partnership for
the purpose of soliciting and receiving offers to purchase Securities from the
Operating Partnership by others pursuant to Section 3(a) hereof and (ii) agrees
that, except as otherwise contemplated herein, whenever it determines to sell
Securities directly to any Agent as principal, it will enter into a separate
agreement (each such agreement a "Terms Agreement"), substantially in the form
of Exhibit A hereto, relating to such sale in accordance with Section 3(b)
hereof.

     First Industrial Realty Trust, Inc., a Maryland corporation and the sole
general partner of the Operating Partnership (the "Company"), and the Operating
Partnership have prepared and filed a registration statement on Form S-3 (No.
333-29879) in respect of the Securities with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Securities Act"). The Company and the
Operating Partnership also have filed with, or propose to file with, the
Commission pursuant to Rule 424 under the Securities Act supplements to the
prospectus included in the Registration Statement that will describe certain
terms of the Securities. The Registration Statement, including the exhibits
thereto, as amended to the Commencement Date (as hereinafter defined) is
hereinafter referred to as the "Registration Statement" and the prospectus in
the form in which it appears in the Registration Statement is hereinafter
referred to as the "Basic Prospectus." The Basic Prospectus as supplemented by
the prospectus supplement or supplements (each a "Prospectus Supplement")
specifically relating to the Securities in the form 



                                      -3-


filed with, or transmitted for filing to, the Commission pursuant to Rule 424
under the Securities Act is hereinafter referred to as the "Prospectus". Any
reference in this Agreement to the Registration Statement, the Basic Prospectus,
any preliminary form of Prospectus (a "preliminary prospectus") previously filed
with the Commission pursuant to Rule 424 or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the Securities Act which were filed under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Exchange Act") on or before the
date of this Agreement, any applicable Terms Agreement or the date of the Basic
Prospectus, any preliminary prospectus or the Prospectus, as the case may be;
and any reference to "amend", "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, any preliminary prospectus or the
Prospectus, including any supplement to the Prospectus that sets forth only the
terms of a particular issue of the Securities (a "Pricing Supplement"), shall be
deemed to refer to and include any documents filed under the Exchange Act after
the date of this Agreement, or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be, which are deemed to be
incorporated by reference therein.

     1. Appointment as Agent.

     (a) Appointment. Subject to (i) the terms and conditions stated herein and
(ii) the reservation by the Operating Partnership of the right to sell
Securities to any broker or dealer (as principal) other than an Agent or
directly on its own behalf, upon such terms and conditions as the Operating
Partnership may determine from time to time, the Operating Partnership hereby
agrees that Securities will be sold to or through the Agents and will not
appoint any other agents to act on its behalf, or to assist it, in the placement
of the Securities, except as set forth in the following sentence.
Notwithstanding anything to the contrary contained herein, the Operating
Partnership may solicit or accept offers to purchase Securities through any
broker or dealer (as agent) other than an Agent, provided that (i) such broker
or dealer is engaged on the same terms and conditions (including the same
commission schedule) as those contained in this Agreement and (ii) the Operating
Partnership shall notify the Agents promptly following the acceptance of such
offer.

     (b) Sale of Securities. The Operating Partnership shall not sell or approve
the solicitation of purchase of Securities in excess of the amount which shall
be authorized by the Operating Partnership from time to time or in excess of the
aggregate initial offering price of Securities registered pursuant to the
Registration Statement unless additional Securities are registered. The Agents
shall have no responsibility for maintaining records with respect to the
aggregate initial offering price of Securities sold, or of otherwise monitoring
the availability of Securities for sale, under the Registration Statement.



                                      -4-


     (c) Purchase of Principal. The Agents shall not have any obligation to
purchase Securities from the Operating Partnership as principal, but one or more
Agents may agree from time to time to purchase Securities as principal for
resale to investors and other purchasers determined by such Agent or Agents. Any
such purchase of Securities by an Agent as principal shall be made in accordance
with Section 3(b) hereof.

     (d) Solicitations as Agent. If agreed upon by an Agent and the Operating
Partnership, such Agent, acting solely as an agent for the Operating Partnership
and not as principal will solicit purchases of the Securities. Such Agent will
communicate to the Operating Partnership, orally, each offer to purchase
Securities solicited by it on an agency basis other than those offers rejected
by such Agent. Such Agent shall have the right, in its discretion reasonably
exercised, to reject any proposed purchase of Securities, as a whole or in part,
and any such rejection shall not be deemed a breach of its agreement contained
herein. The Operating Partnership may accept or reject any proposed purchase of
Securities, in whole or in part. Such Agent shall make reasonable efforts to
assist the Operating Partnership in obtaining performance by each purchaser
whose offer to purchase Securities has been solicited by it and accepted by the
Operating Partnership. Such Agent shall not have any liability to the Operating
Partnership in the event that any such purchase is not consummated for any
reason. If the Operating Partnership shall default on its obligation to deliver
Securities to a purchaser whose offer it has accepted, the Operating Partnership
shall (i) hold such Agent harmless against any loss, claim or damage arising
from or as a result of such default by the Operating Partnership and (ii) pay to
such Agent any commission to which it would otherwise be entitled absent such
default.

     (e) Reliance. The Operating Partnership and the Agents agree that any
Securities purchased by one or more Agents as principal shall be purchased, and
any Securities the placement of which an Agent arranges as agent shall be placed
by such Agent, in reliance on the representation, warranties, covenants and
agreements of the Operating Partnership and the Company contained herein and on
the terms and conditions and in the manner provided herein.

     2. Representations. Each of the Company and the Operating Partnership
represents and warrants to, and agrees with, each Agent as of the Commencement
Date (as hereinafter defined), as of each date on which the Operating
Partnership accepts an offer to purchase Securities (including any purchase by
an Agent as principal pursuant to a Terms Agreement or otherwise), as of each
date the Operating Partnership issues and sells Securities and as of each date
the Registration Statement or the Basic Prospectus is amended or supplemented
(each a "Representation Date"), as follows (it being understood that such
representations and warranties shall be deemed to relate to the Registration
Statement, the Basic Prospectus and the Prospectus, each as amended or
supplemented to each such date):



                                      -5-


     (a) The Registration Statement has been declared effective by the
Commission under the Securities Act; no stop order suspending the effectiveness
of the Registration Statement or any part thereof has been issued and no
proceeding for that purpose has been instituted, or to the knowledge of the
Company or the Operating Partnership, threatened by the Commission or by the
state securities authority of any jurisdiction. No order preventing or
suspending the use of the Prospectus or any preliminary prospectus has been
issued and no proceeding for that purpose has been instituted or, to the
knowledge of the Company, threatened by the Commission or by the state
securities authority of any jurisdiction.

     (b) The Company and the Operating Partnership meet the requirements for use
of Form S-3, and the Registration Statement has been declared effective by the
Commission;

     (c) The Registration Statement and the Prospectus, including the financial
statements, schedules and related notes included in the Prospectus and, if
applicable, any Term Sheet to the Prospectus, as of the date hereof and at the
time the Registration Statement became effective, and when any post-effective
amendment to the Registration Statement or Rule 462(b) Registration Statement
becomes effective or any amendment or supplement to the Prospectus is filed with
the Commission, did or will comply in all material respects with all applicable
provisions of the Securities Act and the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission thereunder (the "TIA")
and will contain all statements required to be stated therein in accordance with
the Securities Act and the TIA. The Prospectus, including the financial
statements, schedules and related notes included or incorporated by reference in
the Prospectus, and if applicable, any Term Sheet to the Prospectus, as of the
date hereof and at the time the Registration Statement became effective, and at
each Representation Date, and when any post-effective amendment to the
Registration Statement or Rule 462(b) Registration Statement becomes effective
or any amendment or supplement to the Prospectus is filed with the Commission,
did or will comply in all material respects with all applicable provisions of
the Securities Act and the TIA and will contain all statements required to be
stated therein in accordance with the Securities Act and the TIA. On the date
the Registration Statement was declared effective, on the date hereof, on the
date of filing of any Rule 462(b) Registration Statement and on each
Representation Date, no part of the Registration Statement or any amendment did
or will contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading. On the date the Registration Statement was
declared effective, on the date hereof, as of its date, on the date of filing of
any Rule 462(b) Registration Statement and at each Representation Date, the
Prospectus did not and will not contain an untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. If a Rule
462(b) Registration Statement is filed in connection with the offering and sale
of the Securities, the Company and the Operating Partnership will have complied
or will comply with the requirements of Rule 111 under the Securities Act
relating to the pay-



                                      -6-


ment of filing fees therefor. The foregoing representations and warranties in
this Section 2(b) do not apply to (1) that part of the Registration Statement
which constitutes the Statement of Eligibility and Qualification under the TIA
(the "Form T-1"), and (2) any statements or omissions made in reliance on and in
conformity with information relating to any Agent furnished in writing to the
Company or the Operating Partnership by the Agents specifically for inclusion in
the Registration Statement or Prospectus or any amendment or supplement thereto.
Neither the Company nor the Operating Partnership has distributed any offering
material in connection with the offering or sale of the Securities other than
the Registration Statement, the preliminary prospectus, the Prospectus or any
other materials, if any, permitted by the Securities Act (which were disclosed
to the Agents and the Agents' counsel);

     (d) Any preliminary prospectus supplements, filed pursuant to Rule 424
under the Securities Act and each 462(b) Registration Statement, if any,
complied or will comply when so filed in all material respects with all
applicable provisions of the Securities Act; did not contain an untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; each preliminary prospectus and the Prospectus delivered
to the Agents for use in connection with the offering of Securities will, at the
time of such delivery, be identical to the electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T;

     (e) The documents incorporated or deemed to be incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3 under the Securities Act, at the
time they were, or hereafter are, filed with the Commission, complied and will
comply in all material respects with the requirements of the Exchange Act, and,
when read together with other information included in, and incorporated by
reference in, the Prospectus, at the time the Registration Statement became
effective, as of the date of the Prospectus and as of each Representation Date,
or during the period specified in Section 5(d) did not and will not include an
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The foregoing representations and warranties in
this Section 2(e) hereof do not apply to the Form T-1 or to any statements or
omissions made in reliance on and in conformity with information relating to any
Agent furnished in writing to the Company or the Operating Partnership by the
Agents specifically for inclusion in the Registration Statement or Prospectus or
any amendment or supplement thereto;

     (f) The Company has been duly organized and is validly existing as a
corporation under and by virtue of the laws of the State of Maryland, and is in
good standing with the State Department of Assessments and Taxation of Maryland.
The Operating Partnership has been duly organized and is validly existing as a
limited partnership in good standing under and by virtue of the Delaware Uniform
Limited Partnership Act. Each of First Industrial Fi-



                                      -7-


nancing Partnership, L.P. (the "Financing Partnership"), First Industrial
Securities, L.P. ("Securities, L.P."), First Industrial Mortgage Partnership,
L.P. (the "Mortgage Partnership"), First Industrial Indianapolis, L.P. ("FII"),
First Industrial Harrisburg, L.P. ("FIH"), First Industrial Development Services
L.P. ("DSG") and First Industrial Pennsylvania Partnership, L.P. ("FIP") (the
Financing Partnership, Securities, L.P., the Mortgage Partnership, FII, FIH, DSG
and FIP are referred to collectively herein as the "Partnership Subsidiaries")
has been duly organized and is validly existing as a limited partnership in good
standing under and by virtue of the laws of its jurisdiction of organization. FR
Development Services, L.L.C. ("FRDS") has been duly organized and is validly
existing as a limited liability corporation in good standing under and by virtue
of the laws of its jurisdiction of organization. Each of First Industrial
Securities Corporation ("FISC"), First Industrial Finance Corporation ("FIFC"),
First Industrial Mortgage Corporation ("FIM"), First Industrial Pennsylvania
Corporation ("FIPC"), First Industrial Indianapolis Corporation ("FIIC"), First
Industrial Harrisburg Corporation ("FIHC"), FI Development Services Corporation
("FIDSG"), FR Development Services, Inc. ("FRD"), FR Acquisitions, Inc. ("FRA")
and First Industrial Management Corporation ("FIMC," and together with FISC,
FIFC, FIM, FIPC, FIIC, FIHC, FIDSG and FRA are referred to collectively herein
as the "Corporate Subsidiaries," and the Partnership Subsidiaries and the
Corporate Subsidiaries are referred to herein collectively as the
"Subsidiaries"), has been duly organized and is validly existing as a
corporation in good standing under and by virtue of the laws of its jurisdiction
of incorporation. Other than the Corporate Subsidiaries and the Partnership
Subsidiaries, no entities in which the Company owns any equity securities
constitute, individually or in the aggregate, a "significant subsidiary" under
Rule 1-02 of Regulation S-X promulgated under the Exchange Act. The Company is
the sole general partner of the Operating Partnership. FIFC is a wholly-owned
subsidiary of the Company and is the sole general partner of the Financing
Partnership. FIM is a wholly-owned subsidiary of the Company and is the sole
general partner of the Mortgage Partnership. FISC is a wholly-owned subsidiary
of the Company and is the sole general partner of Securities, L.P. The Operating
Partnership and FISC are the only limited partners of Securities, L.P. FIPC is a
wholly-owned subsidiary of the Company and is the sole general partner of FIP.
FIIC is a wholly-owned subsidiary of the Company and is the sole general partner
of FII. FIHC is a wholly-owned subsidiary of the Company and is the sole general
partner of FIH. FIDSG is a wholly-owned subsidiary of the Company and is the
sole general partner of DSG. FRDS is a wholly-owned subsidiary of the Operating
Partnership. FRD is a subsidiary controlled by the Operating Partnership. The
Operating Partnership is the sole limited partner of each Partnership Subsidiary
(except for Securities, L.P.). The Company, the Operating Partnership and each
of the Subsidiaries has, and at each Representation Date will have, full
corporate or partnership power and authority, as the case may be, to conduct all
the activities conducted by it, to own, lease or operate all the properties and
other assets owned, leased or operated by it and to conduct its business in
which it engages or proposes to engage as described in the Registration
Statement or the Prospectus and the transactions contemplated 



                                      -8-


hereby and thereby. The Company and each of the Corporate Subsidiaries is, and
at each Representation Date will be, duly qualified or registered to do business
and in good standing as a foreign corporation in all jurisdictions in which the
nature of the activities conducted by it or the character of the properties and
assets owned, leased or operated by it makes such qualification or registration
necessary, except where failure to obtain such qualifications or registration
will not have a material adverse effect on (1) the condition, financial or
otherwise, or the earnings, assets or business affairs or prospects of the
Operating Partnership, Company and their Subsidiaries, taken as a whole or on
the 453 in service properties owned, directly or indirectly, by the Company as
of June 30, 1997, (the "Properties") taken as a whole, (2) the issuance,
validity or enforceability of the Securities or the enforceability of the
Indenture or (3) the consummation of any of the transactions contemplated by
this Agreement, any Terms Agreement and/or the Indenture (each a "Material
Adverse Effect"), which jurisdictions of foreign qualification or registration
are attached on Schedule I hereto. The Operating Partnership and each of the
Partnership Subsidiaries is, and at each Representation Date will be, duly
qualified or registered to do business and in good standing as a foreign limited
partnership in all jurisdictions in which the nature of the activities conducted
by it or the character of the assets owned, leased or operated by it makes such
qualification or registration necessary, except where failure to obtain such
qualifications or registration will not have a Material Adverse Effect, which
jurisdictions of foreign qualification or registration are attached on Schedule
I hereto. Complete and correct copies of the articles of incorporation and of
the by-laws of the Company, the certificate of limited partnership and agreement
of limited partnership of the Operating Partnership and the charter documents,
partnership agreements and other organizational documents of the Subsidiaries
and all amendments thereto as have been requested by the Agents or their counsel
have been delivered to the Agents or their counsel;

     (g) The Securities have been duly authorized by the Company, as general
partner of the Operating Partnership, and, when the terms of the Securities have
been established by the authorized officers of the Company, as general partner
of the Operating Partnership and authenticated and delivered by the Trustee in
accordance with the terms of the Indenture, and paid for by the Agents pursuant
to this Agreement and any applicable Terms Agreement, such Securities will be
valid and legally binding unsecured obligations of the Operating Partnership
entitled to the benefit of the Indenture and enforceable against the Operating
Partnership in accordance with their respective terms, subject to (i) the effect
of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors and (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or at law,
and the discretion of the court before which any proceeding therefor may be
brought; the Indenture has been duly qualified under the TIA and prior to the
issuance of the Securities will be duly authorized, executed and delivered by
the Operating Partnership and the Company, and assuming due authorization,
execution and delivery thereof by the 



                                      -9-


Trustee, will constitute a valid and legally binding obligation of the Operating
Partnership and the Company, enforceable in accordance with its terms subject to
(1) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors and (2) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or at law, and the discretion of the court before which any proceeding
therefor may be brought; the Securities will conform, and the Indenture does
conform, to the statements relating thereto contained in the Prospectus; and the
Securities are in the form contemplated by the Indenture;

     (h) As of each Representation Date, the partnership agreement of the
Operating Partnership will have been duly authorized, executed and delivered by
the Company, as general partner and a limited partner and the partnership
agreement of each Partnership Subsidiary will have been duly authorized, validly
executed and delivered by each partner thereto and (assuming in the case of the
Operating Partnership the due authorization, execution and delivery of the
partnership agreement by each limited partner other than the Company) each such
partnership agreement will be a valid, legally binding and enforceable in
accordance with its terms immediately following the Closing Date subject to (1)
the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors and (2) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or at law, and the discretion of the court before which any proceeding
therefor may be brought. All of the issued and outstanding shares of capital
stock of the Company and each Corporate Subsidiary will have been duly
authorized and are validly issued, fully paid and non-assessable; and (except as
described in the Prospectus) will be owned directly or indirectly (except in the
case of the Company) by the Company or the Operating Partnership, as the case
may be, free and clear of all security interests, liens and encumbrances,
(except for pledges in connection with the loan agreements of the Company, the
Operating Partnership and the Subsidiaries) and all of the partnership interests
in each Partnership Subsidiary will have been duly authorized and are validly
issued, fully paid, and (except as described in the Prospectus) will be owned
directly or indirectly by the Company or the Operating Partnership (except in
the case of the Operating Partnership), free and clear of all security
interests, liens and encumbrances (except for pledges in connection with the
loan agreements of the Company, the Operating Partnership and the Subsidiaries);

     (i) The financial statements, supporting schedules and related notes
included in, or incorporated by reference in, the Registration Statement and the
Prospectus comply in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable, and present fairly the
consolidated financial condition of the entity or entities or group presented or
included therein, as of the respective dates thereof, and its consolidated
results of operations and cash flows for the respective periods covered thereby,
are all in conformity with generally accepted accounting principles applied on a
consistent basis through-



                                      -10-


out the entire period involved, except as otherwise disclosed in the Prospectus.
The financial information and data included in the Registration Statement and
the Prospectus present fairly the information included or incorporated by
reference therein and have been prepared on a basis consistent, except as may be
noted therein, with that of the financial statements, schedules and notes
included or incorporated by reference in the Registration Statement and the
Prospectus and the books and records of the respective entity or entities or
group presented or included therein. Except as otherwise noted in the
Prospectus, pro forma and/or as adjusted financial information included or
incorporated by reference in the Prospectus has been prepared in accordance with
the applicable requirements of the Securities Act and the American Institute of
Certified Public Accountants ("AICPA") guidelines with respect to pro forma and
as adjusted financial information, and includes all adjustments necessary to
present fairly the pro forma and/or as adjusted financial condition of the
entity or entities or group presented or included therein at the respective
dates indicated and the results of operations and cash flows for the respective
periods specified. The Operating Partnership's ratio of earnings to fixed
charges included in the Prospectus and in Exhibit 12 to the Registration
Statement have been calculated in compliance with Item 503(d) of Regulation S-K
of the Commission. No other financial statements (or schedules) of the Company,
the Operating Partnership and the Partnership Subsidiaries or any predecessor of
the Company and/or the Operating Partnership and the Partnership Subsidiaries
are required by the Act or the Exchange Act to be included in the Registration
Statement or the Prospectus. Coopers & Lybrand L.L.P. (the "Accountants") who
have reported on such financial statements, schedules and related notes, are
independent public accountants with respect to the Company, the Operating
Partnership and the Partnership Subsidiaries as required by the Securities Act;

     (j) Subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus and prior to each Representation
Date, (1) there has not been and will not have been, except as set forth in or
contemplated by the Registration Statement and the Prospectus, any change in the
capitalization, long term or short term debt or in the capital stock or equity
of each of the Operating Partnership and the Company or any of the Subsidiaries
which would be material to the Operating Partnership, the Company and the
Subsidiaries considered as one enterprise (anything which would be material to
the Operating Partnership, the Company and the Subsidiaries, considered as one
enterprise, being hereinafter referred to as "Material"), (2) except as
described in the Prospectus, neither the Operating Partnership, the Company nor
any of the Subsidiaries has incurred nor will any of them incur any liabilities
or obligations, direct or contingent, which would be Material, nor has any of
them entered into nor will any of them enter into any transactions, other than
pursuant to this Agreement or any Terms Agreement and the transactions referred
to herein or as contemplated in the Prospectus, which would be Material, (3)
there has not been any Material Adverse Effect, (4) except for regular quarterly
distributions on the common stock, par value $0.1 per share, of the Company
("Common Securities") and the dividends on the depositary 



                                      -11-


shares representing the Company's Series A Preferred Stock, par value $.01 per
share, Series B Preferred Stock, par value $.01 per share and Series C Preferred
Stock, par value $.01 per share (collectively, the "Preferred Securities"), the
Company has not paid or declared and will not pay or declare any dividends or
other distributions of any kind on any class of its capital stock, and (5)
except for distributions in connection with regular quarterly distributions on
units of limited partnership in the Operating Partnership ("Units"), the
Operating Partnership has not paid any distributions of any kind on its Units

     (k) Neither the Operating Partnership, the Company nor any of the
Subsidiaries is, or as of the Closing Date will be, required to be registered
under the Investment Company Act of 1940, as amended (the "1940 Act");

     (l) To the knowledge of the Company or the Operating Partnership, except as
set forth in the Registration Statement and the Prospectus, there are no
actions, suits, proceedings, investigations or inquiries, pending or, after due
inquiry, threatened against or affecting the Operating Partnership, the Company
or any of the Subsidiaries or any of their respective officers or directors in
their capacity as such or of which any of their respective properties or assets
or any Property is the subject or bound, before or by any Federal or state
court, commission, regulatory body, administrative agency or other governmental
body, domestic or foreign, wherein an unfavorable ruling, decision or finding
would reasonably be expected to have a Material Adverse Effect;

     (m) The Operating Partnership, the Company and each of the Subsidiaries (1)
has, and at each Representation Date will have, (A) all governmental licenses,
permits, consents, orders, approvals and other authorizations necessary to carry
on its business as contemplated in the Prospectus and are in material compliance
with such, and (B) complied in all material respects with all laws, regulations
and orders applicable to it or its business and (2) are not, and at each
Representation Date will not be, in breach of or default in the performance or
observance of any obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, voting trust agreement, loan agreement,
bond, debenture, note agreement, lease, contract, joint venture or partnership
agreement or other agreement or instrument (collectively, a "Contract or Other
Agreement") or under any applicable law, rule, order, administrative regulation
or administrative or court decree to which it is a party or by which any of its
other assets or properties or by which the Properties are bound or affected,
except where such default, breach or failure will not, either singly or in the
aggregate, have a Material Adverse Effect. To the knowledge of the Operating
Partnership, the Company and each of the Subsidiaries, after due inquiry, no
other party under any Material contract or other agreement to which it is a
party is in default thereunder, except where such default will not have a
Material Adverse Effect. Neither the Operating Partnership, the Company nor any
of the Subsidiaries is, nor at each Representation Date will any of them be, in
violation of any provision of 



                                      -12-


its articles of incorporation, by-laws, certificate of limited partnership,
partnership agreement or other organizational document, as the case may be;

     (n) No Material consent, approval, authorization or order of, or any filing
or declaration with, any court or governmental agency or body or any other
entity is required in connection with the offering, issuance or sale of the
Securities hereunder except such as have been obtained as of the Commencement
Date under the Securities Act, the Exchange Act and the TIA and such as may be
required under state securities, Blue Sky or real estate syndication laws or the
by-laws, the corporate financing rule or the conflict of interests rule of the
National Association of Securities Dealers, Inc. (the "NASD") in connection with
the purchase and distribution by the Agents of the Securities or such as have
been received prior to the date of this Agreement or any applicable Terms
Agreement, and except for the filing of this Agreement, any applicable Terms
Agreement and the Indenture with the Commission as exhibits to a Form 8-K, which
the Operating Partnership and the Company agree to make in a timely manner;

     (o) The Company and the Operating Partnership have full corporate or
partnership power, as the case may be, to enter into this Agreement. This
Agreement has been, and any applicable Terms Agreement will be, duly and validly
authorized, executed and delivered by the Company and the Operating Partnership,
constitutes, or will constitute, a valid and binding agreement of the Company
and the Operating Partnership and assuming due authorization, execution and
delivery by the Agents, is, or will be, enforceable, against the Company and the
Operating Partnership in accordance with the terms hereof subject to (i) the
effect of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors and (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or at law, and the discretion of the court before which any proceeding
therefor may be brought. The execution, delivery and performance of this
Agreement, any applicable Terms Agreement and the Indenture and the consummation
of the transactions contemplated hereby and thereby, and compliance by each of
the Company, the Operating Partnership and the Subsidiaries with its obligations
hereunder and thereunder, will not result in the creation or imposition of any
lien, charge or encumbrance upon any of the assets or properties of the
Operating Partnership, the Company or any of the Subsidiaries pursuant to the
terms or provisions of, or result in a breach or violation of any of the terms
or provisions of, or constitute a default under, or give any other party a right
to terminate any of its obligations under, or result in the acceleration of any
obligation under, the certificate of incorporation, by-laws, certificate of
limited partnership, partnership agreement or other organizational documents of
the Operating Partnership, the Company or any of the Subsidiaries, any Contract
or Other Agreement to which the Operating Partnership, the Company or any of the
Subsidiaries is a party or by which the Operating Partnership, the Company or
any of the Subsidiaries or any of their assets or properties are bound or
affected, or violate or conflict with any 



                                      -13-


judgment, ruling, decree, order, statute, rule or regulation of any court or
other governmental agency (foreign or domestic) or body applicable to the
business or properties of the Operating Partnership, the Company or any of the
Subsidiaries or to the Properties, in each case except for liens, charges,
encumbrances, breaches, violations, defaults, rights to terminate or accelerate
obligations, or conflicts, the imposition or occurrence of which would not have
a Material Adverse Effect;

     (p) As of each Representation Date, the Operating Partnership, the Company
and each of the Subsidiaries will have good and marketable title to all
properties and assets described in the Prospectus as owned by it, free and clear
of all liens, encumbrances, claims, security interests and defects, except such
as are described in the Registration Statement or the Prospectus, or such as
secure the Company's loan facilities of the Operating Partnership, the Company
and the Subsidiaries, or would not result in a Material Adverse Effect;

     (q) To the knowledge of the Company and the Operating Partnership: (1) no
lessee of any portion of the Properties is in default under any of the leases
governing such Properties and there is no event which, but for the passage of
time or the giving of notice, or both, would constitute a default under any of
such leases, except in each case such defaults that would not have a Material
Adverse Effect; (2) the current use and occupancy of each of the Properties
complies in all material respects with all applicable codes and zoning laws and
regulations, except for such failures to comply which would not individually or
in the aggregate have a Material Adverse Effect; and (3) there is no pending or
threatened condemnation, zoning change, environmental or other proceeding or
action that will in any material respect affect the size of, use of,
improvements on, construction on, or access to the Properties except such
proceedings or actions that would not have a Material Adverse Effect;

     (r) The Operating Partnership, the Company and the Partnership Subsidiaries
have property, title, casualty and liability insurance in favor of the Operating
Partnership, the Company or the Partnership Subsidiaries with respect to each of
the Properties, in an amount and on such terms as is reasonable and customary
for businesses of the type conducted by the Operating Partnership, the Company
and the Partnership Subsidiaries except in such instances where the tenant is
carrying such insurance or the tenant is self-insuring such risks;

     (s) Except as disclosed in the Prospectus, and, except for activities,
conditions, circumstances or matters that would not have a Material Adverse
Effect; (1) to the knowledge of the Operating Partnership, the Company and the
Subsidiaries, after due inquiry, the operations of the Operating Partnership,
the Company and the Subsidiaries are in compliance with all Environmental Laws
(as defined below) and all requirements of applicable permits, licenses,
approvals and other authorizations issued pursuant to Environmental Laws; (2) to
the knowledge of the Operating Partnership, the Company and the Subsidiaries,
after due inquiry, none of the Operating Partnership, the Company or the
Subsidiaries has caused or suffered to 



                                      -14-


occur any Release (as defined below) of any Hazardous Substance (as defined
below) into the Environment (as defined below) on, in, under or from any
Property, and no condition exists on, in, under or adjacent to any Property that
could reasonably be expected to result in the incurrence of liabilities under,
or any violations of, any Environmental Law or give rise to the imposition of
any Lien (as defined below), under any Environmental Law; (3) none of the
Operating Partnership, the Company or the Subsidiaries has received any written
notice of a claim under or pursuant to any Environmental Law or under common law
pertaining to Hazardous Substances on, in, under or originating from any
Property; (4) none of the Operating Partnership, the Company or the Subsidiaries
has actual knowledge of, or received any written notice from any Governmental
Authority (as defined below) claiming, any violation of any Environmental Law or
a determination to undertake and/or request the investigation, remediation,
clean-up or removal of any Hazardous Substance released into the Environment on,
in, under or from any Property; and (5) no Property is included or, to the
knowledge of the Operating Partnership, the Company or the Subsidiaries, after
due inquiry, proposed for inclusion on the National Priorities List issued
pursuant to CERCLA (as defined below) by the United States Environmental
Protection Agency (the "EPA"), or included on the Comprehensive Environmental
Response, Compensation, and Liability Information System database maintained by
the EPA, and none of the Operating Partnership, the Company or the Subsidiaries
has actual knowledge that any Property has otherwise been identified in a
published writing by the EPA as a potential CERCLA removal, remedial or response
site or, to the knowledge of the Company and its Subsidiaries, is included on
any similar list of potentially contaminated sites pursuant to any other
Environmental Law;

     As used herein, "Hazardous Substance" shall include any hazardous
substance, hazardous waste, toxic substance, pollutant or hazardous material,
including, without limitation, oil, petroleum or any petroleum-derived substance
or waste, asbestos or asbestos-containing materials, PCB's, pesticides,
explosives, radioactive materials, dioxins, urea formaldehyde insulation or any
constituent of any such substance, pollutant or waste which is subject to
regulation under any Environmental Law (including, without limitation, materials
listed in the United States Department of Transportation Optional Hazardous
Material Table, 49 C.F.R. ss. 172.101, or in the EPA's List of Hazardous
Substances and Reportable Quantities, 40 C.F.R. Part 302); "Environment" shall
mean any surface water, drinking water, ground water, land surface, subsurface
strata, river sediment, buildings, structures, and ambient, workplace and indoor
and outdoor air; "Environmental Law" shall mean the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. ss. 9601
et seq.) ("CERCLA"), the Resource Conservation and Recovery Act of 1976, as
amended (42 U.S.C. ss. 6901, et seq.), the Clean Air Act, as amended (42 U.S.C.
ss. 7401, et seq.), the Clean Water Act, as amended (33 U.S.C. ss. 1251, et
seq.), the Toxic Substances Control Act, as amended (15 U.S.C. ss. 2601, et
seq.), the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. ss.
651, et seq.), the Hazardous Materials Transportation Act, 



                                      -15-


as amended (49 U.S.C. ss. 1801, et seq.), and all other federal, state and local
laws, ordinances, regulations, rules and orders relating to the protection of
the environment or of human health from environmental effects; "Governmental
Authority" shall mean any federal, state or local governmental office, agency or
authority having the duty or authority to promulgate, implement or enforce any
Environmental Law; "Lien" shall mean, with respect to any Property, any
mortgage, deed of trust, pledge, security interest, lien, encumbrance, penalty,
fine, charge, assessment, judgment or other liability in, on or affecting such
Property; and "Release" shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
emanating or disposing of any Hazardous Substance into the Environment,
including, without limitation, the abandonment or discard of barrels,
containers, tanks (including, without limitation, underground storage tanks) or
other receptacles containing or previously containing and containing a residue
of any Hazardous Substance.

     None of the environmental consultants which prepared environmental and
asbestos inspection reports with respect to any of the Properties was employed
for such purpose on a contingent basis or has any substantial interest in the
Operating Partnership, the Company or any of the Subsidiaries, and none of them
nor any of their directors, officers or employees is connected with the
Operating Partnership, the Company or any of the Subsidiaries as a promoter,
selling agent, voting trustee, director, officer or employee.

     (t) The Company, the Operating Partnership and the Subsidiaries are
organized and operate in a manner so as to qualify as a real estate investment
trust ("REIT") under Sections 856 through 860 of the Code, as amended (the
"Code"), and have elected to be taxed as a REIT under the Code commencing with
the taxable year ending December 31, 1994. The Company, the Operating
Partnership and the Subsidiaries intend to continue to qualify as a REIT for the
foreseeable future;

     (u) There is no document or contract of a character required to be
described or referred to in the Registration Statement or the Prospectus or to
be filed as an exhibit to the Registration Statement which is not described or
filed as required, except for the filing of this Agreement, any applicable Terms
Agreement and the Indenture with the Commission as exhibits to a Form 8-K, which
the Company agrees to make in a timely manner, and the descriptions thereof or
references thereto are accurate in all material respects;

     (v) None of the Operating Partnership, the Company or any of the
Subsidiaries is involved in any labor dispute nor, to the knowledge of the
Operating Partnership, the Company or the Subsidiaries, after due inquiry, is
any such dispute threatened which would be Material;

     (w) The Operating Partnership, the Company and the Subsidiaries own, or are
licensed or otherwise have the full exclusive right to use, all material
trademarks and trade 



                                      -16-


names which are used in or necessary for the conduct of their respective
businesses as described in the Prospectus. To the knowledge of the Company or
the Operating Partnership, no claims have been asserted by any person to the use
of any such trademarks or trade names or challenging or questioning the validity
or effectiveness of any such trademark or trade name. The use, in connection
with the business and operations of the Operating Partnership, the Company and
the Subsidiaries, of such trademarks and trade names does not, to the Company's
or the Operating Partnership's knowledge, infringe on the rights of any person;

     (x) Each of the Operating Partnership, the Company and the Subsidiaries has
filed all federal, state, local and foreign income tax returns which have been
required to be filed (except in any case in which the failure to so file would
not result in a Material Adverse Effect) and has paid all taxes required to be
paid and any other assessment, fine or penalty levied against it, to the extent
that any of the foregoing would otherwise be delinquent, except, in all cases,
for any such tax, assessment, fine or penalty that is being contested in good
faith and except in any case in which the failure to so pay would not result in
a Material Adverse Effect;

     (y) The Operating Partnership and each of the Partnership Subsidiaries is
properly treated as a partnership for federal income tax purposes and not as a
"publicly traded partnership";

     (z) No relationship, direct or indirect, exists between or among the
Company, the Operating Partnership or the Subsidiaries on the one hand, and the
directors, officers, stockholders, customers or suppliers of the Company, the
Operating Partnership or the Subsidiaries on the other hand, which is required
by the Securities Act to be described in the Registration Statement and the
Prospectus which is not so described;

     (aa) The Company and the Operating Partnership have not taken and will not
take, directly or indirectly, any action designed to, or that might be
reasonably expected to, cause or result in stabilization or manipulation of the
price of the Securities, and the Company and the Operating Partnership have not
distributed and have agreed not to distribute any prospectus or other offering
material in connection with the offering and sale of the Securities other than
the Prospectus, any preliminary prospectus filed with the Commission or other
material permitted by the Securities Act (which were disclosed to you and your
counsel);

     (bb) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific 



                                      -17-


authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles and to maintain accountability for assets; (iii) access to assets,
financial and corporate books and records is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences;

     (cc) The Securities will have an investment grade rating from one or more
nationally recognized statistical rating organization at each applicable
Representation Date as specified in Schedule II hereto; (dd) Immediately after
any sale of Securities by the Operating Partnership hereunder or under any
applicable Terms Agreement, the aggregate amount of Securities which shall have
been issued and sold by the Operating Partnership hereunder or under any Terms
Agreement and of any debt securities of the Operating Partnership (other than
the Securities) that shall have been issued and sold pursuant to the
Registration Statement will not exceed the amount of debt securities registered
under the Registration Statement; and

     (ee) Any certificate or other document signed by any officer or authorized
representative of the Operating Partnership, the Company or any Subsidiary, and
delivered to the Agents or to counsel for the Agents in connection with the sale
of the Securities shall be deemed a representation and warranty by such entity
or person, as the case may be, to each Agent as to the matters covered thereby.

     3. Solicitations as Agent; Purchases as Principal.

     (a) Solicitations as Agent. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, each of the Agents hereby severally and not jointly agrees, as agent of
the Operating Partnership, to use its reasonable efforts to solicit offers to
purchase the Securities from the Operating Partnership upon the terms and
conditions set forth in the Prospectus as amended or supplemented from time to
time. So long as this Agreement shall remain in effect with respect to any
Agent, the Operating Partnership shall not, without the consent of such Agent,
solicit or accept offers to purchase, or sell, Securities or any other debt
securities with a maturity at the time of original issuance of 9 months or more
years except pursuant to this Agreement and any Terms Agreement, or except
pursuant to a private placement not constituting a public offering under the
Securities Act or except in connection with a firm commitment underwriting
pursuant to an underwriting agreement that does not provide for a continuous
offering of medium-term debt securities. However, the Operating Partnership
reserves the right to sell, and may solicit and accept offers to purchase,
Securities directly on its own behalf to investors (other than broker-dealers).

     The Operating Partnership reserves the right, in its sole discretion, to
instruct the Agents to suspend at any time, for any period of time or
permanently, the solicitation of offers to purchase Securities. Upon receipt of
at least one business day's prior notice from the 



                                      -18-


Operating Partnership, each Agent will suspend solicitation of offers to
purchase Securities from the Operating Partnership until such time as the
Operating Partnership has advised such Agent or Agents that such solicitation
may be resumed. During the period of time that such solicitation is suspended,
the Operating Partnership shall not be required to deliver any opinions, letters
or certificates in accordance with Sections 5(f), 5(p), 5(g) and 5(l); provided
that if the Registration Statement or Prospectus is amended or supplemented
during the period of suspension (other than by an amendment or supplement
providing solely for a change in the interest rates, redemption provisions,
amortization schedules or maturities offered for the Securities or for a change
that the Agents deem to be immaterial), no Agent shall be required to resume
soliciting offers to purchase Securities until the Operating Partnership has
delivered such opinions, letters and certificates as such Agent may reasonably
request.

     The Operating Partnership agrees to pay each Agent, as consideration for
the sale of each Security resulting from a solicitation made or an offer to
purchase received by such Agent, a commission in the form of a discount from the
purchase price of such Security in an amount equal to the following applicable
percentage of the principal amount of such Security sold:

Range of Maturities                        Commission percentage
                                           of aggregate principal
                                           amount of Securities sold

From 9 months to less than 1 year          .125
From 1 year to less than 18 months         .150
From 18 months to less than 2 years        .200
From 2 years to less than 3 years          .250
From 3 years to less than 4 years          .350
From 4 years to less than 5 years          .450
From 5 years to less than 6 years          .500
From 6 years to less than 7 years          .550
From 7 years to less than 10 years         .600
From 10 years to less than 15 years        .625
From 15 years to less than 20 years        .700
20 years to and including 30 years         .750
Greater than 30 years                      To be negotiated

     The Agents are authorized to solicit offers to purchase Securities only in
the principal amount of $300,000,000 (or, in the case of Securities not
denominated in U.S. dollars, the equivalent thereof in the applicable foreign
currency or composite currency, rounded down to the nearest 1,000 units of such
foreign currency or composite currency) or any amount in excess thereof which is
an integral multiple of $1,000 (or, in the case of Securities 



                                      -19-


not denominated in U.S. dollars, 1,000 units of such foreign currency or
composite currency). Each Agent shall communicate to the Operating Partnership,
orally or in writing, each offer to purchase Securities received by such Agent
as agent that in its judgment should be considered by the Operating Partnership.
The Operating Partnership shall have the sole right to accept offers to purchase
the Securities and may reject any such offer in whole or in part. Each Agent
shall have the right, in its sole discretion, to reject any offer to purchase
Securities, as a whole or in part, that it considers to be unacceptable and any
such rejection shall not be deemed a breach of its agreements herein contained.
The procedural details relating to the issue and delivery of Securities sold by
an Agent as agent and the payment therefor are set forth in the Administrative
Procedures (as hereinafter defined).

     (b) Purchase as Principal. Each sale of Securities to any Agent as
principal shall be made in accordance with the terms of this Agreement and
(unless such Agent shall otherwise agree) a Terms Agreement which will provide
for the sale of such Securities to, and the purchase thereof by, such Agent. A
Terms Agreement will be substantially in the form of Exhibit A hereto but may
take the form of an exchange of any standard form of written telecommunication
between an Agent and the Operating Partnership and may also specify certain
provisions relating to the reoffering of such Securities by such Agent. The
commitment of any Agent to purchase Securities as principal, whether pursuant to
any Terms Agreement or otherwise, shall be deemed to have been made on the basis
of the representations and warranties of the Operating Partnership herein
contained and shall be subject to the terms and conditions herein and in the
applicable Terms Agreement set forth. Each agreement by an Agent to purchase
Securities as principal (pursuant to a Terms Agreement or otherwise) shall
specify the principal amount of Securities to be purchased by such Agent
pursuant thereto, the price to be paid to the Operating Partnership for such
Securities, the maturity date of such Securities, the interest rate or interest
rate basis, if any, applicable to such Securities, any other terms of such
Securities, the time and date and place of delivery of and payment for such
Securities (the time and date of any and each such delivery and payment, the
"Time of Delivery"), any provisions relating to rights of, and default by,
underwriters acting together with such Agent in the reoffering of Securities,
and shall also specify any requirements for opinions of counsel, accountants'
letters and officers' certificates pursuant to Section 5 hereof. Unless
otherwise specified in a Terms Agreement, the procedural details relating to the
issue and delivery of Securities purchased by an Agent as principal and the
payment therefore shall be as set forth in the Administrative Procedures.

     (c) Obligations Several. The Operating Partnership acknowledges that the
obligations of the Agents are several and not joint and, subject to the
provisions of this Section 3, each Agent shall have complete discretion as to
the manner in which it solicits purchasers for the Securities and as to the
identity thereof.



                                      -20-


     (d) Administrative Procedures. The Agents and the Operating Partnership
agree to perform their respective duties and obligations specifically provided
to be performed in the Medium-Term Notes Administrative Procedures (the
"Administrative Procedures") attached hereto as Exhibit B, as the same may be
amended from time to time. The Administrative Procedures may be amended only by
written agreement of the Operating Partnership and the Agents.

     (e) Other Securities. The Operating Partnership agrees to notify each Agent
of sales by the Operating Partnership of Other Securities.

     4. Commencement Date. The documents required to be delivered pursuant to
Section 7 hereof on the Commencement Date (as defined below) shall be delivered
to the Agents at the offices of Rogers & Wells, 200 Park Avenue, New York, New
York, at 11:00 a.m., New York City time, on the date of this Agreement, which
date and time of such delivery may be postponed by agreement between the Agents
and the Operating Partnership but in no event shall be later than the day prior
to the date on which solicitation of offers to purchase Securities is commenced
or the first date on which the Operating Partnership accepts an offer by any
Agent to purchase Securities as principal (such time and date being referred to
herein as the "Commencement Date").

     5. Covenants of the Company. Each of the Company and the Operating
Partnership covenants and agrees with each Agent as follows:

     (a) The Partnerships will prepare, with respect to any Securities to be
sold to or through one or more Agents pursuant to this Agreement, a Pricing
Supplement with respect to such Securities in a form previously approved by the
Agents. The Operating Partnership will deliver such Pricing Supplement no later
than 11:00 a.m., New York City time, on the business day following the date of
the Operating Partnership's acceptance of the offer for the purchase of such
Securities and will file such Pricing Supplement pursuant to Rule 424(b) under
the 1933 Act within the appropriate time period specified therein.

     (b) The Operating Partnership will comply with the Securities Act and the
Exchange Act so as to permit the completion of the distribution of the
Securities as contemplated in this Agreement, any applicable Terms Agreement,
and in the Registration Statement and the Prospectus. During the term of this
Agreement, the Operating Partnership will advise you promptly and, if requested
by you, confirm such advice in writing, of (i) the effectiveness of any
amendment to the Registration Statement (ii) the transmittal to the Commission
for filing of any Prospectus or other supplement or amendment to the Prospectus,
including any Pricing Supplements, to be filed pursuant to the Securities Act,
(iii) the receipt of any comments from the Commission relating to the
Registration Statement, any preliminary prospectus, the Prospectus or any of the
transactions contemplated by this Agreement, (iv) any request by the 



                                      -21-


Commission for post-effective amendments to the Registration Statement or
amendments or supplements to the Prospectus or for additional information, (v)
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or of the suspension of qualification of the
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for such purposes, and (vi) the happening of any event which makes
any statement of a material fact made in the Registration Statement or the
Prospectus untrue or which requires the making of any additions to or changes in
the Registration Statement or the Prospectus in order to make the statements
therein not misleading. The Operating Partnership will make every reasonable
effort to prevent the issuance of any stop order and if at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, the Operating Partnership will make every commercially
reasonable effort to obtain the withdrawal or lifting of such order at the
earliest possible time;

     (c) The Operating Partnership will furnish to you without charge, one
signed copy of the Registration Statement as first filed with the Commission and
of each amendment to it, including all exhibits and documents incorporated by
reference, and to furnish to you such number of conformed copies of the
Registration Statement as so filed and of each amendment to it and document
incorporated by reference, as you may reasonably request. If applicable, the
copies of the Registration Statement and each amendment thereto furnished to the
Agents will be identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T;

     (d) Prior to the termination of the offering of the Securities pursuant to
the terms of this Agreement or at any time when the Prospectus is required to be
delivered under the Securities Act or the Exchange Act in connection with sales
of Securities, not to file any amendment to the Registration Statement or any
Rule 462(b) Registration Statement or to make any amendment or supplement to the
Registration Statement or the Prospectus or any Term Sheet, if applicable, of
which you shall not previously have been advised or to which you or counsel for
the Agents shall reasonably object provided, however, that the foregoing shall
not apply to any of the Company's periodic filings with the Commission described
in subsection (j) below, copies of which filings the Company will cause to be
delivered to the Agents promptly after their transmission to the Commission for
filing; and to prepare and file with the Commission, promptly upon your
reasonable request, any amendment to the Registration Statement, Rule 462(b)
Registration Statement, Term Sheet, or amendment or supplement to the Prospectus
which, in the opinion of counsel for the Agents, may be necessary in connection
with the distribution of the Securities by you, and to use its best efforts to
cause the same to become promptly effective. If applicable, the Prospectus and
any amendments or supplements thereto furnished to the Agents will be identical
to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T;



                                      -22-


     (e) If, at any time when the Prospectus is required to be delivered under
the Securities Act or the Exchange Act in connection with sales of Securities,
any event shall occur as a result of which, in the opinion of counsel for the
Agents, it becomes necessary to amend or supplement the Prospectus in order to
make the statements therein, in the light of the circumstances existing when the
Prospectus is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus to comply with any law, the Operating
Partnership will (i) immediately notify the Agents by telephone (with
confirmation in writing) and request each Agent (a) in its capacity as agent of
the Company, to suspend solicitation of offers to purchase Securities from the
Company (and, if so notified, such Agent shall cease such solicitations and
cease using the Prospectus as soon as practicable, but in any event not later
than one business day later); and (b) to cease sales of any Securities such
Agent may then own as principal, (ii) forthwith prepare and file with the
Commission an appropriate amendment or supplement to the Prospectus (in form and
substance reasonably satisfactory to counsel for the Agents) so that the
statements in the Prospectus, as so amended or supplemented, will not contain an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances
existing when it is so delivered, not misleading, or so that the Prospectus will
comply with any law, furnish to Agents pursuant to Sections 5(f), 5(p), 5(g) and
5(r) such documents, certificates, opinions and letters as it may request in
connection with the preparation and filing of any such amendment or supplement,
and (iii) to furnish to each Agent and to such dealers as you shall specify,
such number of copies thereof as such Agent or dealers may reasonably request.
If any such amendment or supplement and any documents, opinions, letters and
certificates furnished to the Agents pursuant to Sections 5(f), 5(p), 5(g) and
5(r) in connection with the preparation and filing of such amendment or
supplement are satisfactory in all respects to the Agents and their counsel,
upon the filing with the Commission of such amendment or supplement to the
Prospectus or upon the effectiveness of an amendment to the Registration
Statement, the Agents will resume the solicitation of offers to purchase
Securities hereunder;

     (f) To furnish to the Agents during the term of this Agreement such
relevant documents and certificates of officers of the Operating Partnership
relating to the business, operations and affairs of the Operating Partnership,
the Registration Statement, the Prospectus, any amendments or supplements
thereto, the Indenture, the Securities, this Agreement, the Administrative
Procedures, any applicable Terms Agreement and the performance by the Operating
Partnership of its obligations hereunder or thereunder as the Agents may from
time to time reasonably request and shall notify the Agents promptly in writing
of any downgrading, or on its receipt of any notice of (i) any intended or
potential downgrading or (ii) any review or possible change that does not
indicate an improvement in the rating accorded any of securities of, or
guaranteed by, the Operating Partnership by any "nationally recognized
statistical rating organization," as such term is defined for purposes of Rule
436(g)(2) under the Securities Act.



                                      -23-


     (g) The Operating Partnership will use its best efforts, in cooperation
with the Agents, to qualify, register or perfect exemptions for the Securities
for offer and sale by the several Agents to qualified institutions under the
applicable state securities, Blue Sky and real estate syndication laws of such
jurisdictions as you may reasonably request; provided, however, the Operating
Partnership will not be required to qualify as a foreign limited partnership,
file a general consent to service of process in any such jurisdiction, subject
itself to taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject, or provide any undertaking or make any change in
its partnership agreement that the general partner of the Operating Partnership
reasonably determines to be contrary to the best interests of the Operating
Partnership and its unitholders. In each jurisdiction in which the Securities
have been so qualified or registered, the Operating Partnership will use all
reasonable efforts to file such statements and reports as may be required by the
laws of such jurisdiction, to continue such qualification or registration in
effect for so long a period as the Agents may reasonably request for the
distribution of the Securities and to file such consents to service of process
or other documents as may be necessary in order to effect such qualification or
registration; provided, however, the Operating Partnership will not be required
to qualify as a foreign limited partnership, file a general consent to service
of process in any such jurisdiction, subject itself to taxation in respect of
doing business in any jurisdiction in which it is not otherwise so subject, or
provide any undertaking or make any change in its partnership agreement that the
general partner of the Operating Partnership reasonably determines to be
contrary to the best interests of the Operating Partnership and its unitholders;

     (h) To make generally available to the holders of the Securities and to the
Agents as soon as reasonably practicable but not later than sixty days after the
close of the period covered thereby (ninety days in the event the close of such
period is the close of the Operating Partnership's fiscal year), an earnings
statement (in form complying with the provisions of Rule 158 of the Securities
Act) covering a period of at least twelve months after the effective date of the
Registration Statement (but in no event commencing later than ninety days after
such date) which shall satisfy the provisions of Section 11(a) of the Securities
Act, and, if required by Rule 158 of the Securities Act, to file such statement
as an exhibit to the next periodic report required to be filed by the Operating
Partnership under the Exchange Act covering the period when such earnings
statement is released;

     (i) During the term of this Agreement, the Company and the Operating
Partnership will furnish to you as soon as available (x) a copy of each regular
and periodic report, financial statement or other publicly available information
of the Operating Partnership, the Company and any Subsidiary mailed to the
holders of the Securities or filed with the Commission or any securities
exchange and (y) such other publicly available information concerning the
Operating Partnership, the Company and any Subsidiary as you may reasonably
request;



                                      -24-


     (j) During the period when the Prospectus is required to be delivered under
the Securities Act or the Exchange Act in connection with sales of the
Securities, to file all documents required to be filed by it with the Commission
pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods
required by the Exchange Act;

     (k) The Operating Partnership will use its best efforts to do and perform
all things required to be done and performed under this Agreement and any
applicable Terms Agreement by the Operating Partnership prior to the Closing
Date and to satisfy all conditions precedent to the delivery of the Securities;

     (l) The Operating Partnership will use its best efforts to continue to
qualify as a "real estate investment trust" ("REIT") under Sections 856 through
860 of the Internal Revenue Code of 1986, as amended (the "Code") unless the
Operating Partnership's general partner determines that it is no longer in the
best interests of the Operating Partnership to be so qualified;

     (m) To take all reasonable action necessary to enable Standard & Poor's
Corporation ("S&P"), Moody's Investors Service, Inc ("Moody's"), Fitch Investors
Services, L.P. or any other nationally recognized rating organization to provide
their respective credit ratings of the Securities, as specified in Schedule II
hereto; and

     (n) The Operating Partnership and the Company will execute a supplemental
indenture (a "Supplemental Indenture") designating each series of debt
securities to be offered and its related terms and provisions in accordance with
the provisions of the Indenture.

     (o) That, from the date of any applicable Terms Agreement with such Agent
or other agreement by such Agent to purchase Securities as principal and
continuing to and including the business day following the related Time of
Delivery, not to offer, sell, contract to sell or otherwise dispose of any debt
securities of or guaranteed by the Operating Partnership which are substantially
similar to the Securities, without the prior written consent of such Agent.

     (p) That each time that (i) the Registration Statement or the Prospectus
shall be amended or supplemented (other than by an amendment or supplement
providing solely for a change in the interest rates, redemption provisions,
amortization schedules or maturities offered on the Securities or for a change
the Agents deem to be immaterial), (ii) there is filed with the Commission any
document incorporated by reference into the Prospectus (other than any Current
Report on Form 8-K, unless the Agents otherwise specify) or (iii) the Operating
Partnership sells Securities to such Agent as principal pursuant to a Terms
Agreement or other agreement and such Terms Agreement or other agreement
specified the delivery of an opinion under this Section 5(p) as a condition to
the purchase of Securities pursuant to such Terms 



                                      -25-


Agreement or other agreement, the Operating Partnership shall furnish or cause
to be furnished forthwith to such Agent a written opinion of Cahill Gordon &
Reindel, McGuire, Woods, Battle & Boothe, L.L.P., and Barack Ferrazzano
Kirschbaum Perlman & Nagelberg, or other counsel for the Operating Partnership
satisfactory to such Agent and its counsel, dated the date of such amendment or
supplement or the date such document is incorporated by reference, or the
related Time of Delivery relating to such sale, as the case may be, in form
satisfactory to such Agent, of the same tenor as the opinions referred to in
Section 7(f), (g) and (h) hereof but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to the date of such
opinion, or, in lieu of such opinion, counsel last furnishing such an opinion,
may furnish to the Agents a letter to the effect that such Agent may rely on the
opinion of such counsel which was last furnished to such Agent to the same
extent as though it were dated the date of such letter (except that the
statements in such last opinion shall be deemed to relate to the Registration
Statement and the Prospectus as amended or supplemented, or to the documents
incorporated by reference, to date of delivery of such letter).

     (q) That each time that (i) the Registration Statement or the Prospectus
shall be amended or supplemented to include or incorporate amended or
supplemented financial information and each time the Operating Partnership sells
Securities to such Agent as principal pursuant to a Terms Agreement or other
agreement and such Terms Agreement or other agreement specifies the delivery of
a letter under this Section 5(g) as a condition to the purchase of Securities
pursuant to such Terms Agreement or other agreement, the Operating Partnership
shall cause the independent certified public accountants who have certified the
financial statements of the Operating Partnership and its subsidiaries included
or incorporated by reference in the Registration Statement forthwith to furnish
such Agent a letter, dated the date of such amendment or supplement, (ii) there
is filed with the Commission any document incorporated by reference into the
Prospectus (other than any Current Report on Form 8-K, unless the Agents
otherwise specify) or the date such document is incorporated by reference, or
the related Time of Delivery relating to such sale, as the case may be, in form
satisfactory to such Agent, of the same tenor as the letter referred to in
Section 7(i) hereof but modified to relate to the Registration Statement and the
Prospectus as amended or supplemented or to the documents incorporated by
reference to the date of such letter with such changes as may be necessary to
reflect such amended or supplemented financial information included or
incorporated by reference in the Registration Statement or the Prospectus as
amended or supplemented, provided, however, that, with respect to any financial
information or other matter, such letter may reconfirm as true and correct at
such date, as though made at and as of such date, rather than repeat, statements
with respect to such financial information or other matter made in the letter
referred to in Section 7(i) hereof which was last furnished to such Agent.

     (r) That each time that (i) the Registration Statement or the Prospectus
shall be amended or supplemented (other than by an amendment or supplement
providing solely for a 



                                      -26-


change in the interest rates, redemption provisions, amortization schedules or
maturities offered on the Securities or for a change the Agents deem to be
immaterial), (ii) there is filed with the Commission any document incorporated
by reference into the Prospectus (other than any Current Report on Form 8-K,
unless the Agents otherwise specify) or (iii) the Operating Partnership sells
Securities to such Agent as principal and the applicable Terms Agreement or
other agreement specifies the delivery of a certificate under this Section 5(r)
as a condition to the purchase of Securities pursuant to such Terms Agreement or
other agreement, the Operating Partnership shall furnish or cause to be
furnished forthwith to such Agent a certificate signed by an executive officer
of the Operating Partnership, dated the date of such amendment or supplement or
the related Time of Delivery relating to such sale, as the case may be, in form
satisfactory to such Agent, of the same tenor as the certificates referred to in
Section 7(e) but modified to relate to the Registration Statement and the
Prospectus as amended and supplemented or to the documents incorporated by
reference to the date of delivery of such certificate or to the effect that the
statements contained in the certificate referred to in Section 7(e) hereof which
was last furnished to such Agent are true and correct at such date as though
made at and as of such date (except that such statements shall be deemed to
relate to the Registration Statement and the Prospectus as amended or
supplemented or to the documents incorporated by reference to such date).

     6. Costs and Expenses. The Operating Partnership covenants and agrees with
each Agent that the Operating Partnership will, whether or not any sale of
Securities is consummated, pay all costs and expenses incident to the
performance of its obligations hereunder and under any applicable Terms
Agreement, including without limiting the generality of the foregoing, all costs
and expenses: (i) incident to the preparation, issuance, execution,
authentication and delivery of the Securities, including any expenses of the
Trustee, (ii) incident to the preparation, printing and filing under the
Securities Act of the Registration Statement, the Prospectus and any preliminary
prospectus (including in each case all exhibits, amendments and supplements
thereto), (iii) incurred in connection with the registration or qualification
and determination of eligibility for investment of the Securities under the laws
of such jurisdictions as the Agents (or in connection with any Terms Agreement,
the applicable Agent) may designate (including fees of counsel for the Agents
(or such Agent) and their disbursements), (iv) in connection with the listing of
the Securities on any stock exchange, (v) related to any filing with NASD, (vi)
in connection with the printing (including word processing and duplication
costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and
any Legal Investment Survey and the furnishing to the Agents and dealers of
copies of the Registration Statement and the Prospectus, including mailing and
shipping, as herein provided, (vii) payable to rating agencies in connection
with the rating of the Securities, (viii) the fees and disbursements of counsel
for the Agents incurred in connection with the offering and sale of the
Securities, including any opinions to be rendered by such counsel hereunder and
(ix) any advertising and out-of-pocket expenses incurred by the Agents.



                                      -27-


     7. Conditions. The obligation of any Agent, as agent of the Operating
Partnership, at any time ("Solicitation Time") to solicit offers to purchase the
Securities, the obligation of any Agent to purchase Securities as principal
pursuant to any Terms Agreement or otherwise, and the obligation of any other
purchaser to purchase Securities shall in each case be subject (1) to the
condition that all representations and warranties of the Operating Partnership
herein and all statements of officers of the Operating Partnership made in any
certificate furnished pursuant to the provisions hereof are true and correct (i)
in the case of an Agent's obligation to solicit offers to purchase Securities,
at and as of such Solicitation Time and (ii) in the case of any Agent's or any
other purchaser's obligation to purchase Securities, at and as of the time the
Operating Partnership accepts the offer to purchase such Securities and, as the
case may be, at and as of the related Time of Delivery or time of purchase; (2)
to the condition that at or prior to such Solicitation Time, time of acceptance,
Time of Delivery or time of purchase, as the case may be, the Operating
Partnership shall have complied with all its agreements and all conditions on
its part to be performed or satisfied hereunder; and (3) to the following
additional conditions when and as specified:

     (a) Prior to such Solicitation Time or corresponding Time of Delivery or
time of purchase, as the case may be:

          (i) the Registration Statement, including any Rule 462(b) Registration
     Statement, has become effective under the Act; the Prospectus as amended or
     supplemented (including, if applicable, the Pricing Supplement) with
     respect to such Securities shall have been filed with the Commission
     pursuant to Rule 424(b) under the Securities Act within the applicable time
     period prescribed for such filing by such rule; no stop order suspending
     the effectiveness of the Registration Statement shall be in effect, and no
     proceedings for such purpose shall have been commenced or shall be pending
     before or threatened by the Commission to the knowledge, after due inquiry,
     of the Company or the Operating Partnership; no stop order suspending the
     effectiveness of the Registration Statement or the Prospectus shall be in
     effect and no proceedings for such purpose shall have been commenced or
     shall be pending before or threatened by the state securities authority of
     any jurisdiction, to the knowledge of the Company or the Operating
     Partnership; and all requests for additional information on the part of the
     Commission shall have been complied with to your satisfaction;

          (ii) all the representations and warranties of the Company and the
     Operating Partnership contained in this Agreement shall be true and
     correct, in all material respects and the Company and the Operating
     Partnership shall have complied with all agreements and all conditions on
     its part to be performed or satisfied hereunder;

          (iii) there shall not have occurred any downgrading, nor shall any
     notice have been given of (A) any intended or potential downgrading or (B)
     any review or 



                                      -28-


     possible change that does not indicate an improvement, in the rating
     accorded any securities of or guaranteed by the Company or the Operating
     Partnership by any "nationally recognized statistical rating organization",
     as such term is defined for purposes of Rule 436(g)(2) under the Securities
     Act;

          (iv) since the respective dates as of which information is given in
     the Registration Statement and the Prospectus there shall not have been any
     material change in the capital stock, partners' equity or long-term debt of
     the Company, the Operating Partnership or any of the Subsidiaries on a
     consolidated basis, except as described or contemplated in the Prospectus,
     or any Material Adverse Effect, otherwise than as set forth or contemplated
     in the Prospectus as amended or supplemented to such Solicitation Time or
     at the time such offer to purchase was made, the effect of which in your
     judgment makes it impracticable or inadvisable to proceed with the public
     offering or the delivery of the Securities on the terms and in the manner
     contemplated in the Prospectus and/or the Indenture; and other than as set
     forth in the Prospectus, no proceedings shall be pending or, to the
     knowledge of the Company or the Operating Partnership, after due inquiry,
     threatened against the Operating Partnership or the Company or any Property
     before or by any federal, state or other commission, board or
     administrative agency, where an unfavorable decision, ruling or finding
     could reasonably be expected to result in a Material Adverse Effect;

          (v) trading generally shall not have been suspended or materially
     limited on or by, as the case may be, any of the NYSE, the American Stock
     Exchange, the National Association of Securities Dealers, Inc., the Chicago
     Board Options Exchange, the Chicago Mercantile Exchange or the Chicago
     Board of Trade, (B) trading of any securities of or guaranteed by the
     Company or the Operating Partnership shall not have been suspended on any
     exchange or in any over-the-counter market, (C) a general moratorium on
     commercial banking activities in New York shall not have been declared by
     either Federal or New York State authorities, or (D) there shall not have
     occurred any outbreak or escalation of hostilities or any change in
     financial markets or any calamity or crisis that, in the judgment of such
     Agent or Agents or of such other purchaser, is material and adverse and
     which in the judgment of such Agent or Agents or of other purchaser makes
     it impracticable to market the Securities on the terms and in the manner
     contemplated in the Prospectus as amended or supplemented at the
     Solicitation Time or at the time such offer to purchase was made.

     (b) you shall have received on and as of the Commencement Date, and in the
case of a purchase of Securities by an Agent as principal pursuant to a Terms
Agreement or otherwise, if called for by the applicable Terms Agreement or other
agreement, at the corresponding Time of Delivery, a certificate signed by the
Chairman of the Board of Directors or President or Chief Executive Officer of
the Company and the Chief Financial or Accounting 



                                      -29-


Officer of the Company, in their capacities as officers of the Company, on
behalf of the Company for itself and as general partner of the Operating
Partnership, satisfactory to you to the effect set forth in subsections 7(a)(i)
- - (v) of this Section and to the further effect that there has not occurred any
Material Adverse Effect, otherwise than as set forth or contemplated in the
Prospectus;

     (c) you shall have received prior to the first sale of Securities pursuant
to this Agreement or otherwise, if called for by the applicable Terms Agreement
or other agreement, at the corresponding Time of Delivery, an opinion or
opinions (satisfactory to you and counsel for the Agents), dated such date, of
Cahill Gordon & Reindel, counsel for the Company and the Operating Partnership,
in a form to be agreed upon prior to the first sale of Securities pursuant to
this Agreement.

     (d) you shall have received on and as of the Commencement Date, and in the
case of a purchase of Securities by an Agent as principal pursuant to a Terms
Agreement or otherwise, if called for by the applicable Terms Agreement or other
agreement, at the corresponding Time of Delivery, an opinion (satisfactory to
you and counsel for the Agents), dated Commencement Date or Time of Delivery, as
the case may be, of McGuire, Woods, Battle & Boothe, L.L.P., special Maryland
counsel for the Company, to the effect that:

          (i) Each of the Company and the Corporate Subsidiaries has been duly
     incorporated and is validly existing as a corporation in good standing
     under the laws of its respective jurisdiction of incorporation.

          (ii) Each of the Company and the Corporate Subsidiaries has corporate
     power and authority to own, lease and operate its properties and other
     assets and to conduct the business in which it is engaged or proposes to
     engage, in each case, as described in the Prospectus, and the Company has
     the corporate power and authority to enter into and perform its obligations
     under this Agreement and the Indenture.

          (iii) The issuance of Securities have been duly authorized by the
     Company on behalf of the Operating Partnership.

          (iv) This Agreement and any applicable Terms Agreement was duly and
     validly authorized, executed and delivered by the Company, on behalf of
     itself and the Operating Partnership.

          (v) The execution and delivery of this Agreement, any applicable Terms
     Agreement and the Indenture, the performance of the obligations and the
     consummation of the transaction set forth herein and therein by the Company
     will not require, to the knowledge of such counsel, any consent, approval,
     authorization or other order of 



                                      -30-


     any Maryland court, regulatory body, administrative agency or other
     governmental body (except as such may be required under the Securities Act
     or other securities laws) and did not and do not conflict with or
     constitute a breach or violation of or default under: (A) the charter or
     by-laws, as the case may be, of the Company; and (B) any applicable
     Maryland law, rule or administrative regulation or any order or
     administrative or court decree of which such counsel is aware, except in
     each case for conflicts, breaches, violations or defaults that in the
     aggregate would not have a Material Adverse Effect.

          (vi) To the knowledge of such counsel, no Material authorization,
     approval, consent or order of any Maryland court, governmental authority,
     agency or other entity is required in connection with the offering,
     issuance or sale of the Securities hereunder, except such as may be
     required under Maryland securities, blue sky or real estate syndication
     laws.

          (vii) The information in the Prospectus under "Description of Common
     Stock," "Certain Provisions of Maryland Law and The Company's Articles of
     Incorporation and Bylaws" and "Restrictions on Transfers of Capital Stock"
     and in Part II of the Registration Statement under Item 15, to the extent
     that it constitutes statements of law, descriptions of statutes, rules or
     regulations, summaries of documents or legal conclusions, has been reviewed
     by such counsel and, as to Maryland law, is correct in all material
     respects and presents fairly the information required to be disclosed
     therein.

          (viii) The Company and each of the Corporate Subsidiaries was
     authorized to enter into the partnership agreement of each Partnership
     Subsidiary for which the Company or such Corporate Subsidiary, as the case
     may be, is the general partner.

     (e) you shall have received prior to the first sale of Securities pursuant
to this Agreement or otherwise, if called for by the applicable Terms Agreement
or other agreement, at the corresponding Time of Delivery, an opinion or
opinions (satisfactory to you and counsel for the Agents), dated such date, of
Barack Ferazzano Kirschbaum Perlman & Nagelberg, special Illinois counsel for
the Company and the Operating Partnership, in a form to be agreed upon prior to
the first sale of Securities pursuant to this Agreement.

     (f) On the Commencement Date, and in the case of a purchase of Securities
by an Agent as principal pursuant to a Terms Agreement or otherwise, if called
for by the applicable Terms Agreement or other agreement, at the corresponding
Time of Delivery, Coopers & Lybrand L.L.P. shall have furnished to the Agents a
letter, dated the date of its delivery, addressed to the Agents and in form and
substance satisfactory to the Agents (and to its counsel), confirming that they
are independent public accountants with respect to the Operating 



                                      -31-


Partnership, the Company and the Subsidiaries as required by the Securities Act
and with respect to the financial and other statistical and numerical
information contained in the Registration Statement and the Prospectus and
containing statements and information of the type ordinarily included in
accountants' "comfort letters" as set forth in the AICPA's Statement on Auditing
Standards 72;

     (g) You shall have received on and as of the Commencement Date, and in the
case of a purchase of Securities by an Agent as principal pursuant to a Terms
Agreement or otherwise, if call for by the applicable Terms Agreement or other
agreement, at the corresponding Time of Delivery, an opinion, dated the
Commencement Date or Time of Delivery, as the case may be, of Rogers & Wells,
counsel for the Agents, as to the certain matters, in a form satisfactory to the
Agents.

     (h) At the Commencement Date and at each Time of Delivery, the Securities
shall have the ratings accorded by any "nationally recognized statistical
organization," as defined by the Commission for purposes of Rule 436(g)(2) under
the Act if and as specified in Schedule I hereto, and the Operating Partnership
shall have delivered to J.P. Morgan Securities Inc. a letter, dated as of such
date, from each such rating organization, or other evidence satisfactory J.P.
Morgan Securities Inc., confirming that the Securities have such ratings. Since
the date hereof, there shall not have occurred a downgrading in the rating
assigned to the Securities or any of the Company's securities or the Operating
Partnership's other securities by any such rating organization, and no such
rating organization shall have publicly announced that it has under surveillance
or review, with possible negative implications, its rating of the Securities or
any of the Company's securities or the Operating Partnership's other securities.

     (i) At the Commencement Date and each Time of Delivery, counsel for the
Agents shall have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Securities, as herein contemplated and related proceedings, or
in order to evidence the accuracy of any of the representations or warranties,
or the fulfillment of any of the conditions, herein contained; and all
proceedings taken by the Operating Partnership and the Company in connection
with the issuance and sale of the Securities as herein contemplated shall be
reasonably satisfactory in form and substance to the Agents and counsel for the
Agents.

     8. Indemnification and Contribution.

     (a) The Company and the Operating Partnership, jointly and severally, agree
to indemnify and hold harmless each Agent and each person, if any, who controls
any Agent within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including without 



                                      -32-


limitation the legal fees and other expenses incurred in connection with any
suit, action or proceeding or any claim asserted) caused by any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof or the Prospectus (as amended or supplemented
if the Company or the Operating Partnership shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with information relating to any Agent furnished to the
Company or the Operating Partnership in writing by such Agent through you
expressly for use therein; provided, that the foregoing indemnity with respect
to any preliminary prospectus shall not inure to the benefit of any Agent (or to
the benefit of the person controlling such Agent) from whom the person asserting
any such losses, claims, damages or liabilities purchased Securities if such
untrue statement or omission or alleged untrue statement or omission made in
such preliminary prospectus or preliminary prospectus supplement is eliminated
or remedied in the Prospectus (as amended or supplemented if the Company or the
Operating Partnership shall have furnished any amendments or supplements
thereto) and, if required by law, a copy of the Prospectus (as so amended or
supplemented) shall not have been furnished to such person at or prior to the
written confirmation of the sale of such Securities to such person, provided
further that the Company and the Operating Partnership shall have complied with
their obligations under Section 5 hereof with respect to the Prospectus (as so
amended or supplemented).

     (b) Each Agent agrees, severally and not jointly, to indemnify and hold
harmless the Company and the Operating Partnership, and the Company's and the
Operating Partnership's officers and directors who sign the Registration
Statement and each person who controls the Company or the Operating Partnership
within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act, to the same extent as the foregoing indemnity from the Company and
the Operating Partnership to each Agent, but only with reference to information
relating to such Agent furnished to the Company and the Operating Partnership in
writing by such Agent through you expressly for use in the Registration
Statement, the Prospectus, any amendment or supplement thereto, or any
preliminary prospectus. For purposes of this Section 8, the only written
information furnished by the Agents to the Company expressly for use in the
Registration Statement and the Prospectus is (a) the names of the Agents on the
cover page of the Prospectus specifically relating to the Securities, (b) the
information regarding stabilization on the inside front cover page of the
Prospectus specifically relating to the Securities, and (c) the information in
the chart, and the first sentence and the two paragraphs preceding the last
paragraph under the caption "Supplemental Plan of Distribution" in the
Prospectus.



                                      -33-


     (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such person (the "Indemnified Person") shall promptly
notify the person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that the Indemnifying Person shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed as they are incurred. Any such separate firm for the Agents and
such control persons of Agents shall be designated in writing by J.P. Morgan
Securities Inc. or, if J.P. Morgan Securities Inc. is not an Indemnified Party
by the Agents that are Indemnified Parties and any such separate firm for the
Company, the Operating Partnership, their directors, their officers who sign the
Registration Statement and such control persons of the Company and the Operating
Partnership or authorized representatives shall be designated in writing by the
Company or the Operating Partnership. The Indemnifying Person shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested an Indemnifying Person to reimburse the Indemnified
Person for fees and expenses of counsel as contemplated by the third sentence of
this paragraph, the Indemnifying Person agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such Indemnifying
Person of the aforesaid request and (ii) such Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement. If it is ultimately determined that an Indemnified
Person was not entitled to indemnification hereunder, such Indemnified Person
shall be responsible for repaying or reimbursing the Indemnifying Person for any
amounts so paid or incurred by such Indemnifying Person pursuant to this
paragraph. No Indemnifying Person 



                                      -34-


shall, without the prior written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement includes an
unconditional release of such Indemnified Person from all liability on claims
that are the subject matter of such proceeding.

     (d) If the indemnification provided for in the first and second paragraphs
of this Section 8 is unavailable to an Indemnified Person in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (a) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Operating Partnership on the one hand
and the Agents on the other hand from the offering of the Securities or (b) if
the allocation provided by clause (a) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (a) above but also the relative fault of the Company and
the Operating Partnership on the one hand and the Agents on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Operating
Partnership on the one hand and the Agents on the other shall be deemed to be in
the same respective proportions as the net proceeds from the offering of such
Securities (before deducting expenses) received by the Company and the Operating
Partnership and the total underwriting discounts and the commissions received by
the Agents bear to the aggregate public offering price of the Securities. The
relative fault of the Company and the Operating Partnership on the one hand and
the Agents on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company and the Operating Partnership on the one hand or by the
Agents on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

     The Company, the Operating Partnership and the Agents agree that it would
not be just and equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation (even if the Agents were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an Indemnified Person as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall an Agent be
required to contribute any amount in excess of the amount by which 



                                      -35-


the total price at which the Securities referred to in the immediately preceding
paragraph that were sold by or through such Agent exceeds the amount of any
damages that such Agent has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The obligation of each Agent to
contribute pursuant to this subsection (d) is several (in the proportion that
the principal amount of the Securities the sale of which by or through such
Agent gave rise to such losses, claims, damages or liabilities bears to the
aggregate principal amount of the Securities the sale of which by or through any
Agent gave rise to such losses, claims, damages or liabilities) and is not
joint.

     (e) The indemnity and contribution agreements contained in this Section 8
are in addition to any liability which the Indemnifying Person may otherwise
have to the Indemnified Persons referred to above and the representations,
warranties and covenants of the Company and the Operating Partnership set forth
in this Agreement shall remain operative and in full force and effect regardless
of (a) any termination of this Agreement, (b) any investigation made by or on
behalf of any Agent or any person controlling any Agent or by or on behalf of
the Company, its officers or directors or any other person controlling the
Company or the Operating Partnership and (c) acceptance of and payment for any
of the Securities.

     9. Termination. (a) Notwithstanding anything herein contained, this
Agreement may be terminated in your absolute discretion by notice given to the
Operating Partnership, if after the execution and delivery of this Agreement and
prior to any applicable Time of Delivery (a) the Company and the Operating
Partnership shall have failed, refused or been unable, at or prior to such Time
of Delivery, to perform any agreements on its part to be performed hereunder,
(b) any other conditions to the Agents' obligations hereunder are not fulfilled,
(c) trading generally shall have been suspended or materially limited on or by,
as the case may be, any of the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the Chicago
Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of
Trade, (d) trading of any securities of or guaranteed by the Company and the
Operating Partnership shall have been suspended on any exchange or in any
over-the-counter market, (e) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities; or (f) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and which, in your judgment,
makes it impracticable to market the Securities on the terms and in the manner
contemplated in the Prospectus. Further this Agreement may be terminated at any
time (i) by the Operating Partnership with respect to any or all of the Agents
or (ii) by any Agent with respect to itself only, in each case upon the giving
of written notice of such termination to each other party hereto. Any Terms
Agreement shall be subject to termination in the 



                                      -36-


absolute discretion of the Agent or Agents that are parties thereto on the terms
set forth or incorporated by reference therein. The termination of this
Agreement shall not require termination of any agreement by an Agent to purchase
Securities as principal (whether pursuant to a Terms Agreement or otherwise) and
the termination of such an agreement shall not require termination of this
Agreement. In the event this Agreement is terminated with respect to any Agent,
(x) this Agreement shall remain in full force and effect with respect to any
Agent as to which such termination has not occurred, (y) this Agreement shall
remain in full force and effect with respect to the rights and obligations of
any party which have previously accrued or which relate to Securities which are
already issued, agreed to be issued or the subject of a pending offer at the
time of such termination and (z) in any event, the provisions of the fourth
paragraph of Section 3(a), Section 3(c), the last clause of the first sentence
of Section 5(e) and Sections 5(b), 5(i), 6, 8, 9, 10, 14, and 17 shall survive;
provided that if at the time of termination an offer to purchase Securities has
been accepted by the Company but the time of delivery to the purchaser or its
agent of such Securities has not yet occurred, the provisions of Sections 3(b),
3(d), 5(a) through 5(g), 5(j) through 5(r) and 7 shall also survive. If any
Terms Agreement is terminated, the provisions of the last sentence of Section
5(e) and Sections 3(b), 3(d), 5(b), 4(b), 5(g), 5(f), 5(i) through 5(r), 7, 8,
10, 11, 14, and 17 (which shall have been incorporated by reference in such
Terms Agreement shall survive.

     (b) If this Agreement or any Terms Agreement shall be terminated by an
Agent or Agents because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this Agreement or
any Terms Agreement or if for any reason the Company shall be unable to perform
its obligations under this Agreement or any Terms Agreement or any condition of
any Agent's obligations cannot be fulfilled, the Company agrees to reimburse
each Agent or such Agents as have so terminated this Agreement with respect to
themselves, severally, for all out of pocket expenses (including the fees and
expenses of their counsel) reasonably incurred by such Agent or Agents in
connection with this Agreement or the offering of Securities.

     10. Position of the Agents. Each Agent, in soliciting offers to purchase
Securities from the Operating Partnership and in performing the other
obligations of such Agent hereunder (other than in respect of any purchase by an
Agent as principal, pursuant to a Terms Agreement or otherwise), is acting
solely as agent for the Operating Partnership and not as principal and does not
assume any obligation towards or relationship of agency or trust with any
purchaser of Securities. Each Agent will make reasonable efforts to assist the
Operating Partnership in obtaining performance by each purchaser whose offer to
purchase Securities from the Operating Partnership was solicited by such Agent
and has been accepted by the Operating Partnership, but such Agent shall not
have any liability to the Operating Partnership in the event such purchase is
not consummated for any reason. If the Operating Partnership shall default on
its obligation to deliver Securities to a purchaser whose offer it has accepted,
the Operating Partnership shall (i) hold the relevant Agent harmless against any
loss, claim, dam-



                                      -37-


age or liability arising from or as a result of such default by the Operating
Partnership and (ii) notwithstanding such default, pay to the Agent that
solicited such offer any commission to which it would be entitled in connection
with such sale.

     11. Representations and Indemnities to Survive. The respective indemnities
and contribution agreements, representations, warranties and other statements of
the Operating Partnership, its officers and the Agents set forth in or made
pursuant to this Agreement or any agreement by an Agent to purchase Securities
as principal shall remain in full force and effect regardless of any termination
of this Agreement or any such agreement, any investigation made by or on behalf
of any Agent or any controlling person of any Agent, or the Operating
Partnership, or any officer or director or any controlling person of the
Operating Partnership, and shall survive each delivery of and payment for any of
the Securities.

     12. Notices. Except as otherwise specifically provided herein or in the
Administrative Procedures, all statements, requests, notices and advices
hereunder shall be in writing, and effective only on receipt, and will be
delivered by hand, by mail (postage prepaid), by telegram (charges prepaid) or
by telex. Communications to the Agents will be sent, in the case of the Agents,
to J.P. Morgan Securities Inc., 60 Wall Street, New York, New York 10260
(Telecopy: (212) 648-5909) Attention: Medium-Term Note Desk, and, if sent to the
Company, to it at 311 South Wacker Drive, Suite 4000, Chicago, Illinois 60606
(Telecopy: (312) 922-9851); Attention: Michael J. Havala.

     13. Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original and all of which together shall constitute one and
the same instrument.

     14. Successors. This Agreement and any Terms Agreement shall be binding
upon, and inure solely to the benefit of, each Agent and the Operating
Partnership, and their respective successors and the officers, directors and
controlling persons referred to in Section 8 and (to the extent expressly
provided in Section 6) the purchasers of Securities, and no other person shall
acquire or have any right or obligation under or by virtue of this Agreement or
any Terms Agreement.

     15. Amendments. This Agreement may be amended or supplemented if, but only
if, such amendment or supplement is in writing and is signed by the Operating
Partnership and each Agent; provided that the Operating Partnership may from
time to time, on 7 days prior written notice to the Agents but without the
consent of any Agent, amend this Agreement to add as a party hereto one or more
additional firms registered under the Exchange Act, whereupon each such firm
shall become an Agent hereunder on the same terms and conditions as the other
Agents that are parties hereto. The Agents shall sign any amend-



                                      -38-


ment or supplement giving effect to the addition of any such firm as an Agent
under this Agreement.

     16. Business Day. Time shall be of the essence in this Agreement and any
Terms Agreement. As used herein, the term "business day" shall mean any day
which is not a Saturday or Sunday or legal holiday or a day on which banks in
New York City are required or authorized by law or executive order to close.

     17. Applicable Law. This Agreement and any Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to the conflict of laws provisions thereof.

     18. Counterparts. This Agreement and any Terms Agreement may be signed in
counterparts, each of which shall be an original, and all of which together
shall constitute one and the same instrument.

     19. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.





                                      -39-


     If the foregoing is in accordance with your understanding, please sign and
return to us 5 counterparts hereof, whereupon this letter and the acceptance by
each of you thereof shall constitute a binding agreement between the Operating
Partnership and each of you in accordance with its terms.

                            Very truly yours,

                            FIRST INDUSTRIAL REALTY TRUST, INC.



                            By:____________________________________
                               Name:
                               Title:


                            FIRST INDUSTRIAL, L.P.

                            By:   First Industrial Realty Trust, Inc.,
                                  as its sole general partner



                                     By:______________________________
                                           Name:
                                           Title:

Accepted in New York, New York, as of the date first above written:

J.P. MORGAN SECURITIES INC.



By:________________________________
Name:
Title:






DONALDSON, LUFKIN & JENRETTE
    SECURITIES CORPORATION



By:___________________________________
      Name:
      Title:


MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED



By:______________________________________
      Name:
      Title:


FIRST CHICAGO CAPITAL MARKETS, INC.



By:______________________________________
      Name:
      Title:


UBS SECURITIES LLC



By:______________________________________
      Name:
      Title:







                                                                      SCHEDULE I


             JURISDICTIONS OF FOREIGN QUALIFICATION OF THE COMPANY,
           THE CORPORATE SUBSIDIARIES AND THE PARTNERSHIP SUBSIDIARIES


ENTITY:                                             JURISDICTION

First Industrial, L.P.                              Georgia*
                                                    Illinois*
                                                    Indiana*
                                                    Iowa
                                                    Michigan
                                                    Minnesota*
                                                    Missouri
                                                    New Jersey*
                                                    New York*
                                                    Ohio
                                                    Pennsylvania
                                                    Tennessee
                                                    Wisconsin
First Industrial Realty Trust, Inc.                 Georgia*
                                                    Illinois*
                                                    Indiana*
                                                    Michigan*
                                                    Minnesota*
                                                    New Jersey*
                                                    New York*
                                                    Ohio
First Industrial Securities, L.P.                   Illinois
                                                    Michigan
                                                    Minnesota
                                                    Pennsylvania
First Industrial Securities Corporation             Illinois
                                                    Michigan
First Industrial Pennsylvania Partnership, L.P.     Pennsylvania
First Industrial Pennsylvania Corporation           Pennsylvania
First Industrial Harrisburg, L.P.                   Pennsylvania
First Industrial Harrisburg Corporation             Pennsylvania
First Industrial Financing Partnership, L.P.        Georgia*
                                                    Illinois*



                                                    Iowa
                                                    Michigan*
                                                    Minnesota*
                                                    Missouri
                                                    New Hampshire
                                                    Pennsylvania
                                                    Tennessee
                                                    Texas
                                                    Wisconsin
First Industrial Finance Corporation                Georgia*
                                                    Illinois*
                                                    Michigan*
                                                    Wisconsin
First Industrial Management Corporation             Georgia
                                                    Illinois
                                                    Indiana
                                                    Iowa
                                                    Kansas
                                                    Michigan
                                                    Minnesota
                                                    Missouri
                                                    New Hampshire
                                                    Ohio
                                                    Pennsylvania
                                                    Tennessee
                                                    Texas
                                                    Wisconsin
First Industrial (Atlanta) Management Corporation   Georgia
                                                    Illinois
FR Acquisitions, Inc.                               Georgia
                                                    Illinois
                                                    Indiana
                                                    Michigan
                                                    Minnesota
                                                    Missouri
                                                    Ohio
                                                    Pennsylvania
                                                    Tennessee
                                                    Wisconsin
First Industrial Mortgage Partnership, L.P.         Georgia*



                                                    Illinois*
                                                    Michigan*
                                                    Minnesota*
                                                    Missouri
                                                    Tennessee
First Industrial Mortgage Corporation               Illinois
                                                    Michigan
First Industrial Indianapolis, L.P.                 Indiana
First Industrial Indianapolis Corporation           None
First Industrial Development Services Group, L.P.   None
FI Development Services Corporation                 None

- ---------------------------------------

*  Denotes jurisdictions on which counsel is opining.

EX-4.1

- -------------------------------------------------------------------------------



                             FIRST INDUSTRIAL, L.P.

                                     Issuer

                                       to

                        FIRST TRUST NATIONAL ASSOCIATION

                                     Trustee


                              ---------------------


                          Supplemental Indenture No. 3

                          Dated as of October 28, 1997

                              ---------------------


                                  $300,000,000
                                       of
                    Medium-Term Notes due Nine Months or More

                               from Date of Issue



- -------------------------------------------------------------------------------






     SUPPLEMENTAL INDENTURE NO. 3, dated as of October 28, 1997 (the
"Supplemental Indenture"), between FIRST INDUSTRIAL, L.P., a limited partnership
duly organized and existing under the laws of the State of Delaware (herein
called the "Operating Partnership"), and FIRST TRUST NATIONAL ASSOCIATION, a
national banking association duly organized and existing under the laws of the
United States of America, as Trustee (herein called the "Trustee").


                      RECITALS OF THE OPERATING PARTNERSHIP


     The Operating Partnership has heretofore delivered to the Trustee an
Indenture dated as of May 13, 1997 (the "Indenture"), a form of which has been
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, as an exhibit to the Operating Partnership's Registration
Statement on Form S-3 (Registration No. 333-21873), providing for the issuance
from time to time of Debt Securities of the Operating Partnership (the
"Securities"). The Operating Partnership intends by this Supplemental Indenture
to (i) create a series of debt securities to be issued from time to time, in an
aggregate principal amount not to exceed $300,000,000, entitled "Medium-Term
Notes Due Nine Months or More from Date of Issue" (the "Notes") and (ii)
establish the form and the terms and conditions of such Notes.

     Section 301 of the Indenture provides for various matters with respect to
any series of Securities issued under the Indenture to be established in an
indenture supplemental to the Indenture.

     Section 901(7) of the Indenture provides for the Operating Partnership and
the Trustee to enter into an indenture supplemental to the Indenture to
establish the form or terms of Securities of any series as provided by Sections
201 and 301 of the Indenture.

     All the conditions and requirements necessary to make this Supplemental
Indenture, when duly executed and delivered, a valid and binding agreement in
accordance with its terms and for the purposes herein expressed, have been
performed and fulfilled.

             NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:




     For and in consideration of the premises and the purchase of each of the
series of Securities provided for herein by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Notes or of either series thereof, as follows:


                                   ARTICLE ONE

RELATION TO INDENTURE; DEFINITIONS


     SECTION 1.1. Relation to Indenture.

     This Supplemental Indenture constitutes an integral part of the Indenture.

     SECTION 1.2. Definitions.

     For all purposes of this Supplemental Indenture, except as otherwise
expressly provided for or unless the context otherwise requires:

          (1) Capitalized terms used but not defined herein shall have the
     respective meanings assigned to them in the Indenture; and

          (2) All references herein to Articles and Sections, unless otherwise
     specified, refer to the corresponding Articles and Sections of this
     Supplemental Indenture.

     "Acquired Indebtedness" means Indebtedness of a Person (i) existing at the
time such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Indebtedness
incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be
incurred on the date of the related acquisition of assets from any Person or the
date the acquired Person becomes a Subsidiary.

     "Annual Service Charge" for any period means (i) the aggregate interest
expense for such period in respect of, and the amortization during such period
of any original issue discount of, Indebtedness of the Operating Partnership and
its Subsidiaries and the amount of dividends which are payable during such
period in respect of any Disqualified Stock and (ii) so long as First
Securities, L.P. ("Securities, L.P.") is a 



                                      -2-


Subsidiary of the Operating Partnership, distributions which are payable during
such period in respect of any preference equity interests of Securities, L.P.

     "Capital Stock" means, with respect to any Person, any capital stock
(including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible into or exchangeable for corporate stock),
warrants or options to purchase any thereof.

     "Consolidated Income Available for Debt Service" for any period means
Earnings from Operations of the Operating Partnership and its Subsidiaries plus
amounts which have been deducted, and minus amounts which have been added, for
the following (without duplication): (i) interest on Indebtedness of the
Operating Partnership and its Subsidiaries, (ii) provision for taxes of the
Operating Partnership and its Subsidiaries based on income, (iii) amortization
of debt discount, (iv) provisions for gains and losses on properties and
property depreciation and amortization, (v) the effect of any noncash charge
resulting from a change in accounting principles in determining Earnings from
Operations for such period, (vi) amortization of deferred charges and (vii)
interest income related to investments irrevocably deposited with an agent of
the Operating Partnership or any of its Subsidiaries, as the case may be, for
the purpose of defeasing any indebtedness or any other obligation (whether
through a covenant defeasance or otherwise) pursuant to the terms of such
indebtedness or other obligation or the terms of any instrument creating or
evidencing it.

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
of such Person which by the terms of such Capital Stock (or by the terms of any
security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise, (i) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than Capital Stock which is redeemable solely in exchange for Capital
Stock which is not Disqualified Stock or the maturity price or redemption price
of which may, at the option of such Person, be paid in Capital Stock which is
not Disqualified Stock), (ii) is convertible into or exchangeable or exercisable
for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of
the holder thereof, in whole or in part (other than Capital Stock which is
redeemable solely in exchange for Capital Stock which is not Disqualified Stock
or the redemption price of which may, at the option of such Person, be paid in
Capital Stock which is 



                                      -3-


not Disqualified Stock), in each case on or prior to the Stated Maturity of the
Notes.

     "Earnings from Operations" for any period means net income excluding gains
and losses on sales of investments, extraordinary items and property valuation
losses, net as reflected in the financial statements of the Operating
Partnership and its Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP (except that for purposes hereof, each Subsidiary
of the Operating Partnership shall be treated as if such Subsidiary were a
subsidiary under GAAP).

     "Encumbrance" means any mortgage, lien, charge, pledge or security interest
of any kind; provided, however, that the term "Encumbrance" shall not include
any mortgage, lien, charge, pledge or security interest securing any
indebtedness or any other obligation which has been defeased (whether a covenant
defeasance or otherwise) pursuant to the terms of such indebtedness or other
obligation or the terms of any instrument creating or evidencing it.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder by the Commission.

     "Fixed Rate Notes" means the Operating Partnership's Fixed Rate Notes due
nine months or more from the date of issue, a form of which is attached hereto
as Exhibit B.

     "Floating Rate Notes" means the Operating Partnership's Floating Rate Notes
due nine months or more from the date of issue, a form of which is attached
hereto as Exhibit A.

     "GAAP" means generally accepted accounting principles as used in the United
States applied on a consistent basis as in effect from time to time; provided
that solely for purposes of any calculation required by the financial covenants
contained herein, "GAAP" shall mean generally accepted accounting principles as
used in the United States on the date hereof, applied on a consistent basis.

     "Indebtedness" of the Operating Partnership or any of its Subsidiaries
means any indebtedness of the Operating Partnership or any of its Subsidiaries,
whether or not contingent, in respect of (a) borrowed money or evidenced by
bonds, notes, debentures or similar instruments whether or not such indebtedness
is secured by any Encumbrance existing on property owned 


                                      -4-


by the Operating Partnership or any of its Subsidiaries, (b) indebtedness for
borrowed money of a Person other than the Operating Partnership or a Subsidiary
of the Operating Partnership which is secured by any Encumbrance existing on
property owned by the Operating Partnership or any of its Subsidiaries, to the
extent of the lesser of (x) the amount of indebtedness so secured and (y) the
fair market value of the property subject to such Encumbrance, (c) the
reimbursement obligations, contingent or otherwise, in connection with any
letters of credit actually issued or amounts representing the balance deferred
and unpaid of the purchase price of any property or services, except any such
balance that constitutes an accrued expense or trade payable, and all
conditional sale obligations or obligations under any title retention agreement,
(d) the principal amount of all obligations of the Operating Partnership or any
of its Subsidiaries with respect to redemption, repayment or other repurchase of
any Disqualified Stock, (e) any lease of property by the Operating Partnership
or any of its Subsidiaries as lessee which is reflected on the Operating
Partnership's consolidated balance sheet determined in accordance with GAAP
(except that for the purposes hereof, each Subsidiary of the Operating
Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP)
as a capitalized lease, or (f) interest rate swaps, caps or similar agreements
and foreign exchange contracts, currency swaps or similar agreements, and (ii)
the liquidation preference on any issued and outstanding preferred equity
interests of Securities, L.P., to the extent, in the case of items of
indebtedness under (i)(a) through (c) above, that any such items (other than
letters of credit) would appear as a liability on the Operating Partnership's
consolidated balance sheet determined in accordance with GAAP (except that for
the purposes hereof, each Subsidiary of the Operating Partnership shall be
treated as if such Subsidiary were a subsidiary under GAAP), and also includes,
to the extent not otherwise included, any obligation by the Operating
Partnership or any of its Subsidiaries to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in the ordinary
course of business), Indebtedness of another Person (other than the Operating
Partnership or any of its Subsidiaries); provided, however, that the term
"Indebtedness" shall not include any indebtedness or any other obligation that
has been defeased (whether a covenant defeasance or otherwise) pursuant to the
terms of such indebtedness or other obligation or the terms of any instrument
creating or evidencing it.

     "Notes" has the meaning specified in Section 2.1 hereof.



                                      -5-


     "Pricing Supplement" means a pricing supplement to the Prospectus, dated
September 24, 1997, as supplemented by the Prospectus Supplement dated October
28, 1997, setting forth the terms of the applicable Notes.

     "Subsidiary" means, (i) with respect to any Person, any corporation,
partnership or other entity of which a majority of (a) the voting power of the
voting equity securities or (b) the outstanding equity interests of which are
owned, directly or indirectly, by such Person and (ii) with respect to the
Operating Partnership, Securities, L.P., so long as the Operating Partnership
owns, directly or indirectly, a majority of the outstanding non-preference
equity interests thereof. For the purposes of this definition, "voting equity
securities" means equity securities having voting power for the election of
directors, whether at all times or only so long as no senior class of security
has such voting power by reason of any contingency.

     "Total Assets" as of any date means the sum of (i) the Undepreciated Real
Estate Assets and (ii) all other assets of the Operating Partnership and its
Subsidiaries determined in accordance with GAAP (except that for the purposes
hereof, each Subsidiary of the Operating Partnership shall be treated as if such
Subsidiary were a subsidiary under GAAP), but excluding accounts receivable and
intangibles; provided, however, that the term "Total Assets" shall not include
any assets which have been deposited in trust to defease any indebtedness or any
other obligation (whether through a covenant defeasance or otherwise) pursuant
to the terms of such indebtedness or other obligation or the terms of any
instrument creating or evidencing it.

     "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real
Estate Assets not subject to an Encumbrance for borrowed money and (ii) all
other assets of the Operating Partnership and its Subsidiaries not subject to an
Encumbrance for borrowed money, determined in accordance with GAAP (except that
for the purposes hereof, each Subsidiary of the Operating Partnership shall be
treated as if such Subsidiary were a subsidiary under GAAP), but excluding
accounts receivable and intangibles; provided, however, that the term "Total
Unencumbered Assets" shall not include any assets which have been deposited in
trust to defease any indebtedness or any other obligation (whether through a
covenant defeasance or otherwise) pursuant to the terms of such indebtedness or
other obligation or the terms of any instrument creating or evidencing it.



                                      -6-


     "Undepreciated Real Estate Assets" as of any date means the cost (original
cost plus capital improvements) of real estate assets of the Operating
Partnership and its Subsidiaries on such date, before depreciation and
amortization, determined on a consolidated basis in accordance with GAAP (except
for the purposes hereof, each Subsidiary of the Operating Partnership shall be
treated as if such Subsidiary were a subsidiary under GAAP).

     "Unsecured Indebtedness" means Indebtedness which is not secured by any
Encumbrance upon any of the properties of the Operating Partnership or any of
its Subsidiaries.


                                   ARTICLE TWO

                               THE SERIES OF NOTES


     SECTION 2.1. Title of the Securities.

     There shall be a series of Securities designated the Medium-Term Notes Due
Nine Months or More from Date of Issue (the "Notes").

     SECTION 2.2. Limitation on Aggregate Principal Amount.

     The aggregate principal amount of the Notes shall be limited to
$300,000,000, and, except as provided in this Section and in Section 306 of the
Indenture, the Operating Partnership shall not execute and the Trustee shall not
authenticate or deliver Notes in excess of such aggregate principal amount.

     Nothing contained in this Section 2.2 or elsewhere in this Supplemental
Indenture, or in the Notes, is intended to or shall limit execution by the
Operating Partnership or authentication or delivery by the Trustee of Notes
under the circumstances contemplated by Sections 303, 304, 305, 306, 906, 1107
and 1305 of the Indenture.

     SECTION 2.3. Terms and Conditions of the Notes.

     The Notes shall be governed by all the terms and conditions of the
Indenture, including, without limitation, the terms and conditions set forth in
the forms of Note referred to 



                                      -7-


in Section 2.6 below, as the same may be supplemented or, to the extent allowed
by the Indenture, modified by the additional or different terms and conditions
established from time to time with respect to the Notes either in board
resolutions of First Industrial Realty Trust, Inc., (the "General Partner"), as
sole general partner of the Operating Partnership or by action of authorized
officers of the General Partner and, in either such case, such additional or
different terms and conditions shall be set forth in the Notes and the related
Pricing Supplement. All such terms and conditions set forth in such Notes and in
such Pricing Supplement are incorporated by reference into this Supplement
Indenture.

     SECTION 2.4. Limitations on Incurrence of Indebtedness.

     (a) The Operating Partnership will not, and will not permit any of its
Subsidiaries to, incur any Indebtedness, other than intercompany Indebtedness
(representing Indebtedness to which the only parties are the Operating
Partnership and any of its Subsidiaries (but only so long as such Indebtedness
is held solely by any of the Operating Partnership and any of its
Subsidiaries)), if, immediately after giving effect to the incurrence of such
additional Indebtedness and the application of the proceeds thereof, the
aggregate principal amount of all outstanding Indebtedness of the Operating
Partnership and its Subsidiaries on a consolidated basis determined in
accordance with GAAP (except that for purposes hereof, each Subsidiary of the
Operating Partnership shall be treated as if such Subsidiary were a subsidiary
under GAAP) is greater than 60% of the sum of (without duplication) (i) the
Total Assets as of the end of the calendar quarter covered in the Operating
Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
the case may be, most recently filed with the Commission (or, if such filing is
not permitted under the Exchange Act, with the Trustee) prior to the incurrence
of such additional Indebtedness and (ii) the purchase price of any real estate
assets or mortgages receivable acquired, and the amount of any securities
offering proceeds received (to the extent such proceeds were not used to acquire
real estate assets or mortgages receivable or used to reduce Indebtedness), by
the Operating Partnership or any of its Subsidiaries since the end of such
calendar quarter, including those proceeds obtained in connection with the
incurrence of such additional Indebtedness.

     (b) The Operating Partnership will not, and will not permit any of its
Subsidiaries to, incur Indebtedness secured by any Encumbrance upon any of the
property of the Operating 



                                      -8-


Partnership or any of its Subsidiaries if, immediately after giving effect to
the incurrence of such additional Indebtedness and the application of the
proceeds thereof, the aggregate principal amount of all outstanding Indebtedness
of the Operating Partnership and its Subsidiaries on a consolidated basis
determined in accordance with GAAP (except that for the purposes hereof, each
Subsidiary of the Operating Partnership shall be treated as if such Subsidiary
were a subsidiary under GAAP) which is secured by any Encumbrance on property of
the Operating Partnership or any of its Subsidiaries is greater than 40% of the
sum of (without duplication) (i) the Total Assets as of the end of the calendar
quarter covered in the Operating Partnership's Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as the case may be, most recently filed with the
Commission (or, if such filing is not permitted under the Exchange Act, with the
Trustee) prior to the incurrence of such additional Indebtedness and (ii) the
purchase price of any real estate assets or mortgages receivable acquired, and
the amount of any securities offering proceeds received (to the extent that such
proceeds were not used to acquire real estate assets or mortgages receivable or
used to reduce Indebtedness), by the Operating Partnership or any of its
Subsidiaries since the end of such calendar quarter, including those proceeds
obtained in connection with the incurrence of such additional Indebtedness.

     (c) The Operating Partnership and its Subsidiaries may not at any time own
Total Unencumbered Assets equal to less than 150% of the aggregate outstanding
principal amount of the Unsecured Indebtedness of the Operating Partnership and
its Subsidiaries on a consolidated basis determined in accordance with GAAP
(except that for the purposes hereof, each Subsidiary of the Operating
Partnership shall be treated as if such Subsidiary were a subsidiary under
GAAP).

     (d) The Operating Partnership will not, and will not permit any of its
Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income
Available for Debt Service to the Annual Service Charge for the four consecutive
fiscal quarters most recently ended prior to the date on which such additional
Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma
basis after giving effect thereto and to the application of the proceeds
therefrom, and calculated on the assumption that (i) such Indebtedness and any
other Indebtedness incurred by the Operating Partnership and its Subsidiaries
since the first day of such four-quarter period and the application of the
proceeds therefrom, including to refinance other Indebtedness, had occurred at
the beginning of such period; (ii) the repayment or retirement of any other
Indebted-



                                      -9-


ness by the Operating Partnership and its Subsidiaries since the first day of
such four-quarter period had been repaid or retired at the beginning of such
period (except that, in making such computation, the amount of Indebtedness
under any revolving credit facility shall be computed based upon the average
daily balance of such Indebtedness during such period); (iii) in the case of
Acquired Indebtedness or Indebtedness incurred in connection with any
acquisition since the first day of such four-quarter period, the related
acquisition had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition being included in such pro forma
calculation; and (iv) in the case of any acquisition or disposition by the
Operating Partnership or its Subsidiaries of any asset or group of assets since
the first day of such four-quarter period, whether by merger, stock purchase or
sale, or asset purchase or sale, such acquisition or disposition or any related
repayment of Indebtedness had occurred as of the first day of such period with
the appropriate adjustments with respect to such acquisition or disposition
being included in such pro forma calculation.

     (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be
"incurred" by the Operating Partnership or a Subsidiary of the Operating
Partnership whenever the Operating Partnership or such Subsidiary shall create,
assume, guarantee or otherwise become liable in respect thereof.

     SECTION 2.5. Registered Securities.

     Each Note shall be issuable and transferable in fully registered book-entry
form or certificated form as specified in the applicable Pricing Supplement.

     SECTION 2.6. Form of Notes.

     The Floating Rate Notes shall be substantially in the form attached as
Exhibit A hereto. The Fixed Rate Notes shall be substantially in the form
attached as Exhibit B hereto.

     SECTION 2.7. Provision of Financial Information.

     Whether or not the Operating Partnership is subject to Section 13 or 15(d)
of the Exchange Act, the Operating Partnership will, to the extent permitted
under the Exchange Act, file with the Commission the annual reports, quarterly
reports and other documents which the Operating Partnership would have been
required to file with the Commission pursuant to such Sec-



                                      -10-


tion 13 or 15(d) if the Operating Partnership were so subject, such documents to
be filed with the Commission on or prior to the respective dates (the "Required
Filing Dates") by which the Operating Partnership would have been required so to
file such documents if the Operating Partnership were so subject.

     The Operating Partnership will also in any event (x) within 15 days of each
Required Filing Date if the Operating Partnership is not then subject to Section
13 or 15(d) of the Exchange Act, (i) transmit by mail to all Holders, as their
names and addresses appear in the Security Register, without cost to such
Holders, copies of the annual reports and quarterly reports which the Operating
Partnership would have been required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act if the Operating Partnership were
subject to such Sections, and (ii) file with the Trustee copies of annual
reports, quarterly reports and other documents that the Operating Partnership
would have been required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act if the Operating Partnership were subject to such
Sections and (y) if filing such documents by the Operating Partnership with the
Commission is not permitted under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective Holder.

     SECTION 2.8. Waiver of Certain Covenants.

     Notwithstanding the provisions of Section 1009 of the Indenture, the
Operating Partnership may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1004 to 1008, inclusive, of
the Indenture, with Sections 2.4 and 2.7 of this Supplemental Indenture and with
any other term, provision or condition with respect to the Notes or either
series thereof (except any such term, provision or condition which could not be
amended without the consent of all Holders of the Notes or such series thereof,
as applicable), if before or after the time for such compliance the Holders of
at least a majority in principal amount of all outstanding Notes or such series
thereof, as applicable, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such covenant or condition.
Except to the extent so expressly waived, and until such waiver shall become
effective, the obligations of the Operating Partnership and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full
force and effect.




                                      -11-


                                  ARTICLE THREE

                            MISCELLANEOUS PROVISIONS


     SECTION 3.1. Ratification of Indenture.

     Except as expressly modified or amended hereby, the Indenture continues in
full force and effect and is in all respects confirmed and preserved.

     SECTION 3.2. Governing Law.

     This Supplemental Indenture and each Note shall be governed by and
construed in accordance with the laws of the State of New York. This
Supplemental Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and shall, to the extent applicable, be governed by such
provisions.

     SECTION 3.3. Counterparts.

     This Supplemental Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.





                                      -12-


     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first written above.


                        FIRST INDUSTRIAL, L.P.


                        By: First Industrial Realty Trust, Inc., 
                            its general partner



                        By:______________________________
                           Name:
                           Title:


                        FIRST TRUST NATIONAL ASSOCIATION,
                           as Trustee



                        By:______________________________
                           Name:
                           Title:


                        By:______________________________
                           Name:
                           Title:




                                      -13-

                                                                       Exhibit A


                                 [FACE OF NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.(1)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.(2)

REGISTERED        CUSIP No.:        PRINCIPAL AMOUNT:
No. FLR--___      _____________________________________________

                                MEDIUM-TERM NOTE
                                 (Floating Rate)

INTEREST RATE BASIS        ORIGINAL ISSUE DATE:      STATED MATURITY DATE:
OR BASES:

     IF LIBOR:                           IF CMT RATE:
        [  ] LIBOR Reuters                  Designated CMT Telerate Page:
                Page:                                If Telerate Page 7052:
                                                     [  ] Weekly Average
                                                     [  ] Monthly Average
                                            Designated CMT Maturity Index:
     [  ]- LIBOR Telerate
                Page:

     INDEX CURRENCY:


INDEX MATURITY:  INITIAL INTEREST RATE:     %        INTEREST PAYMENT DATE(S):

SPREAD (PLUS OR            SPREAD MULTIPLIER:       INITIAL INTEREST RESET DATE:

- ----------

1  This paragraph applies to global Notes only.

2  This paragraph applies to global Notes only.




MINUS):

MINIMUM INTEREST RATE:   %  MAXIMUM INTEREST         INTEREST RESET DATE(S):
                                     RATE:     %

INITIAL REDEMPTION             INITIAL REDEMPTION        ANNUAL REDEMPTION
DATE:                          PERCENTAGE:   %           PERCENTAGE REDUCTION:

OPTIONAL REPAYMENT             CALCULATION AGENT:
DATE(S):


INTEREST CATEGORY:                        DAY COUNT CONVENTION:
[  ] Regular Floating Rate Note           [  ] 30/360 for the period
[  ] Floating Rate/Fixed Rate Note                  from             to
      Fixed Rate Commencement Date:       [  ] Actual/360 for the period
      Fixed Interest Rate:      %                   from             to
[  ] Inverse Floating Rate Note           [  ] Actual/Actual for the period
      Fixed Interest Rate:  %                  from             to
[  ] Original Issue Discount Note         Applicable Interest Rate Basis:
      Issue Price:      %
SPECIFIED CURRENCY:                       AUTHORIZED DENOMINATION:
[  ] United States dollars                [  ] $1,000 and integral multiples
[  ] Other:                                    thereof
                                          [  ] Other:

EXCHANGE RATE:
         U.S. $1.00 = ______


EXCHANGE RATE AGENT:

AMORTIZING SECURITY:
[  ] Yes
[  ] No

AMORTIZATION FORMULA:


AMORTIZATION PAYMENT DATE(S):


DEFAULT RATE:        %


ADDENDUM ATTACHED:
[  ] Yes
[  ] No


OTHER/ADDITIONAL PROVISIONS:



                                      -2-


FIRST INDUSTRIAL, L.P., a limited partnership duly organized and existing under
the laws of Delaware (hereinafter referred to as the "Operating Partnership",
which term includes any successor entity under the Indenture hereinafter
referred to), for value received, hereby promises to pay to , or registered
assigns, the principal sum of
       , on the Stated Maturity Date specified above (or any Redemption Date or
Repayment Date, each as defined below) (each such Stated Maturity Date,
Redemption Date or Repayment Date being hereinafter referred to as the "Maturity
Date" with respect to the principal repayable on such date) and to pay interest
thereon, at a rate per annum equal to the initial Interest Rate specified above
until the Initial Interest Reset Date specified above and thereafter at a rate
determined in accordance with the provisions specified above and on the reverse
hereof or in an Addendum hereto with respect to one or more Interest Rate Bases
specified above until the principal hereof is paid or duly made available for
payment, and (to the extent that the payment of such interest shall be legally
enforceable) at the Default Rate per annum specified above on any overdue
principal, premium and/or interest, including any overdue sinking fund or
redemption payment. The Operating Partnership will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date next succeeding the Original
Issue Date to the holder of this Note on the Record Date with respect to such
second Interest Payment Date.

     Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day, as defined on the reverse hereof) immediately preceding such
Interest Payment Date (the "Record Date"); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom the principal
hereof and premium, if any, hereon shall be payable. Any such interest not so
punctually paid or duly provided for ("Defaulted Interest") will forthwith cease
to be payable to the 



                                      -3-


holder on any Record Date, and shall be paid to the person in whose name this
Note is registered at the close of business on a special record date (the
"Special Record Date") for the payment of such Defaulted Interest to be fixed by
the Trustee hereinafter referred to, notice whereof shall be given to the holder
of this Note by the Trustee not more than 15 days and not less than 10 days
prior to such Special Record Date or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which this Note may be listed, and upon such notice as may be required by such
exchange, all as more fully provided for in the Indenture.

     Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date, or any prior date on which the principal or an
installment of principal of this Note becomes due and payable, whether by the
declaration of acceleration or otherwise, will be made in immediately available
funds upon presentation and surrender of this Note (and, with respect to any
applicable repayment of this Note, upon presentation and surrender of this Note
and a duly completed election form as contemplated on the reverse hereof) at the
office or agency maintained by the Operating Partnership for that purpose in the
Borough of Manhattan, The City of New York, currently the office of the Trustee
located at 100 Wall Street, Suite 2000, New York, New York 10005, or at such
other paying agency in the Borough of Manhattan, The City of New York, as the
Operating Partnership may determine; provided, however, that if the Specified
Currency specified above is other than United States dollars and such payment is
to be made in the Specified Currency in accordance with the provisions set forth
below, such payment may be made by wire transfer of immediately available funds
to an account with a bank designated by the holder hereof at least 15 calendar
days prior to the Maturity Date, provided that such bank has appropriate
facilities therefor and that this Note (and, if applicable, a duly completed
repayment election form) is presented and surrendered at the aforementioned
office or agency maintained by the Operating Partnership in time for the Trustee
to make such payment in such funds in accordance with its normal procedures.
Payment of interest due on any Interest Payment Date other than the Maturity
Date will be made at the aforementioned office of agency maintained by the
Operating Partnership or, at the option of the Operating Partnership, by check
mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a holder of U.S. $10,000,000 (or, if the Specified Currency is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate principal amount of Notes (whether having identical or different
terms and provisions) will be entitled to receive interest payments 



                                      -4-


on any Interest Payment Date other than the Maturity Date by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 calendar days prior to such
Interest Payment Date. Any such wire transfer instructions received by the
Trustee shall remain in effect until revoked by such holder.

     If any Interest Payment Date other than the Maturity Date would otherwise
be a day that is not a Business Day, such Interest Payment Date shall be
postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If the Maturity Date falls on a day that is not a
Business Day, the required payment of principal, premium, if any, and interest
shall be made on the next succeeding Business Day with the same force and effect
as if made on the date such payment was due, and no interest shall accrue with
respect to such payment for the period from and after the Maturity Date to the
date of such payment on the next succeeding Business Day.

     As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law, regulation or executive order to close in The
City of New York or in Chicago; provided, however, that if the Specified
Currency is other than United States dollars, such day is also not a day on
which banking institutions are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined below) of
the country issuing the Specified Currency (or, if the Specified Currency is
European Currency Units ("ECU"), such day is not a day that appears as an ECU
non-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association), or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market); provided, further, that if LIBOR is an
applicable Interest Rate Basis, such day is also a London Business Day (as
defined below). "London Business Day" means (i) if the Index Currency (as
defined below) is other than ECU, any day on which dealings in such Index
Currency are transacted in the London interbank market or (ii) if the Index
Currency is ECU, any day that does not appear as an ECU non-settlement day on
the display designated as "ISDE" on the Reuter Monitor Money Rates Service (or a
day so designated by the ECU Banking Association) or, if ECU non-settlement days
do not appear on that page (and are not so designated), is not a day on which
payments in ECU cannot be 



                                      -5-


settled in the international interbank market. "Principal Financial Center"
means the capital city of the country issuing the Specified Currency or, solely
with respect to the calculation of LIBOR, the Index Currency, except that with
respect to United States dollars, Australian dollars, Deutsche marks, Dutch
guilders, Italian lire, Swiss francs and ECU, the Principal Financial Center
shall be The City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and
Luxembourg, respectively.

     The Operating Partnership is obligated to make payments of principal,
premium, if any, and interest in respect of this Note in the Specified Currency
(or, if the Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued the Specified Currency as at the time of such payment
is legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, except as provided below, any such amounts so
payable by the Operating Partnership will be converted by the Exchange Rate
Agent specified above into United States dollars for payment to the holder of
this Note.

     If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive such amounts in such Specified Currency. If
the holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Operating Partnership for the purchase by the
quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of such Specified
Currency payable to all holders of Foreign Currency Notes scheduled to receive
United States dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the holder of
this Note by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

     If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in the
Specified Currency by sub-



                                      -6-


mitting a written request for such payment to the Trustee at its corporate trust
office in The City of New York on or prior to the applicable Record Date or at
least 15 calendar days prior to the Maturity Date, as the case may be. Such
written request may be mailed or hand delivered or sent by cable, telex or other
form of facsimile transmission. The holder of this Note may elect to receive all
or a specified portion of all future payments in the Specified Currency in
respect of such principal, premium, if any, and/or interest and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the applicable Record
Date or at least 15 calendar days prior to the Maturity Date, as the case may
be.

     If the Specified Currency is other than United States dollars or a
composite currency and the holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest in respect of this Note in the Specified Currency and if
the Specified Currency is not available due to the imposition of exchange
controls or other circumstances beyond the reasonable control of the Operating
Partnership, the Operating Partnership will be entitled to satisfy its
obligations to the holder of this Note by making such payment in United States
dollars on the basis of the Market Exchange Rate (as defined below) on the
second Business Day prior to such payment date or, if such Market Exchange Rate
is not then available, on the basis of the most recently available Market
Exchange Rate or as otherwise specified on the face hereof. The "Market Exchange
Rate" for the Specified Currency means the noon dollar buying rate in The City
of New York for cable transfers for such Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
United States dollars will not constitute an Event of Default (as defined in the
Indenture) with respect to this Note.

     If the Specified Currency is a composite currency and the holder of this
Note shall have duly made an election to receive all or a specified portion of
any payment of principal, premium, if any, and/or interest in respect of this
Note in the Specified Currency and if such composite currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the
reasonable control of the Operating Partnership, then the Operating Partnership
will be entitled to satisfy its obligations to the holder of this Note by making
such payment in United States dollars. The amount of each payment in United
States dollars shall be computed by the Exchange Rate Agent on the basis of the
equivalent of the composite 



                                      -7-


currency in United States dollars. The component currencies of the composite
currency for this purpose (collectively, the "Component Currencies" and each, a
"Component Currency") shall be the currency amounts that were components of the
composite currency as of the last day on which the composite currency was used.
The equivalent of the composite currency in United States dollars shall be
calculated by aggregating the United States dollar equivalents of the Component
Currencies. The United States dollar equivalent of each of the Component
Currencies shall be determined by the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency,
or as otherwise specified on the face hereof.

     If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holder of this Note.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above on the face hereof, in the
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.

     Notwithstanding any provisions to the contrary contained herein, if the
face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply to this Note, this Note shall be subject to
the terms set forth in such Addendum or such "Other/Additional Provisions".

     Unless the Certificate of Authentication hereon has been executed by the
Trustee or its Authenticating Agent by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.





                                      -8-


     IN WITNESS WHEREOF, FIRST INDUSTRIAL, L.P. has caused this Note to be duly
executed under its seal.



Dated:                           FIRST INDUSTRIAL, L.P.


                                 By:  First Industrial Realty Trust,
                                            Inc., its sole general partner


                                 By:
                                     ----------------------------------------
                                     Name:
                                     Title:


[SEAL]

Attest:


- --------------------------
Secretary


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.

                                   FIRST NATIONAL TRUST ASSOCIATION,
                                   as Trustee


Dated:                             By
                                     --------------------------------
                                          Authorized Signatory






                                      -9-


                                (REVERSE OF NOTE]


                                MEDIUM-TERM NOTE
                                 (Floating Rate)


     This Note is one of a duly authorized series of Securities (the
"Securities") of the Operating Partnership issued and to be issued under an
Indenture, dated as of May 13, 1997, as amended, modified or supplemented from
time to time (the "Indenture"), between the Operating Partnership and First
Trust National Association, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Trust,
the Trustee and the holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one of
the series of Securities designated as "Medium-Term Notes Due Nine Months or
More from Date of Issue" (the "Notes"). All terms used but not defined in this
Note or in an Addendum hereto shall have the meanings assigned to such terms in
the Indenture or on the face hereof, as the case may be.

     This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $1,000 and integral multiples thereof or the minimum
Authorized Denomination specified on the face hereof.

     This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

     This Note will be subject to redemption at the option of the Operating
Partnership on any date on and after the Initial Redemption Date, if any,
specified on the face hereof, in whole or from time to time in part in
increments of U.S. $1,000 or the minimum Authorized Denomination (provided that
any remaining principal amount hereof shall be at least U.S. $1,000 or such
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(each, a "Redemption Date"), on notice given not more than 60 nor less than 30
calendar days prior to the Redemption Date and in accordance with the provisions
of the Indenture. The "Redemption Price" shall initially be the Initial
Redemption Per-



                                      -10-


centage specified on the face hereof multiplied by the unpaid principal amount
of this Note to be redeemed. The Initial Redemption Percentage shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is 100% of the unpaid principal amount to be redeemed. In the event of
redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms as this Note shall
be issued in the name of the holder hereof upon the presentation and surrender
hereof.

     This Note will be subject to repayment by the Operating Partnership at the
option of the holder hereof on the Optional Repayment Date(s) , if any,
specified on the face hereof, in whole or in part in increments of U.S. $1,000
or the minimum Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed
for repayment (each, a "Repayment Date"). For this Note to be repaid, the
Trustee must receive at its office in the Borough of Manhattan, The City of New
York, referred to on the face hereof, at least 30 days but not more than 60 days
prior to the Repayment Date (i) this Note and the form hereon entitled "Option
to Elect Repayment" duly completed or (ii) a telegram, telex, facsimile
transmission, or a letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States setting forth the name of the holder hereof, the
principal amount of this Note, the principal amount of this Note to be repaid,
the certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby, and a
guarantee that this Note, together with the form hereon entitled "Option to
Elect Repayment" duly completed, will be received by the Trustee not later than
the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and duly completed
form are received by the Trustee by such fifth Business Day. Exercise of such
repayment option by the holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon the presentation and surrender hereof.

     If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the holder of this 



                                      -11-


Note in the event of redemption, repayment or acceleration of maturity of this
Note will be equal to the sum of (i) the Issue Price specified on the face
hereof (increased by any accruals of the Discount, as defined below) and, in the
event of any redemption of this Note (if applicable), multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (ii) any unpaid interest on this Note accrued from
the Original Issue Date to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price and 100% of the principal amount of this Note is referred to herein as the
"Discount."

     For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued using a constant yield method. The constant
yield will be calculated using a 30-day month, 360-day year convention, a
compounding period that, except for the Initial Period (as defined below),
corresponds to the shortest period between Interest Payment Dates (with ratable
accruals within a compounding period), a coupon rate equal to the initial coupon
rate applicable to this Note and an assumption that the maturity of this Note
will not be accelerated. If the period from the Original Issue Date to the
initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.

     The interest rate borne by this Note will be determined as follows:

          Unless the Interest Category of this Note is specified on the face
               hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse
               Floating Rate Note" or as otherwise specified as Other/Additional
               Provisions on the face hereof or in an Addendum hereto, this Note
               shall be designated as a "Regular Floating Rate Note" and, except
               as set forth below or specified on the face hereof or in an
               Addendum hereto, shall bear interest at the rate determined by
               reference to the applicable Interest Rate Basis or Bases (a) plus
               or minus the Spread, if any, and/or (b) multiplied by the Spread
               Multiplier, if any, in each case as specified on the face hereof.
               Commencing on the Initial Interest Reset Date, the rate at which
               interest on this Note 



                                      -12-


               shall be payable shall be reset as of each Interest Reset Date
               specified on the face hereof; provided, however, that the
               interest rate in effect for the period, if any, from the Original
               Issue Date to the Initial Interest Reset Date shall be the
               Initial Interest Rate.

            If the Interest Category of this Note is specified on the face
               hereof as a "Floating Rate/Fixed Rate Note", then, except as set
               forth below or specified on the face hereof or in an Addendum
               hereto, this Note shall bear interest at the rate determined by
               reference to the applicable Interest Rate Basis or Bases (a) plus
               or minus the Spread, if any, and/or (b) multiplied by the Spread
               Multiplier, if any. Commencing on the Initial Interest Reset
               Date, the rate at which interest on this Note shall be payable
               shall be reset as of each Interest Reset Date; provided, however,
               that (y) the interest rate in effect for the period, if any, from
               the Original Issue Date to the Initial Interest Reset Date shall
               be the Initial Interest Rate and (z) the interest rate in effect
               for the period commencing on the Fixed Rate Commencement Date
               specified on the face hereof to the Maturity Date shall be the
               Fixed Interest Rate specified on the face hereof or, if no such
               Fixed Interest Rate is specified, the interest rate in effect
               hereon on the day immediately preceding the Fixed Rate
               Commencement Date.

            If the Interest Category of this Note is specified on the face
                    hereof as an "Inverse Floating Rate Note", then, except as
                    set forth below or specified on the face hereof or in an
                    Addendum hereto, this Note shall bear interest at the Fixed
                    Interest Rate minus the rate determined by reference to the
                    applicable Interest Rate Basis or Bases (a) plus or minus
                    the Spread, if any, and/or (b) multiplied by the Spread
                    Multiplier, if any; provided, however, that, unless
                    otherwise specified on the face hereof or in an Addendum
                    hereto, the interest rate hereon shall not be less than
                    zero. Commencing on the Initial Interest Reset Date, the
                    rate at which interest on this Note shall be payable shall
                    be reset as of each Interest Reset Date; provided, however,
                    that the interest rate in effect for the period, if any,
                    from the Original Issue Date to the Initial Interest Reset
                    Date shall be the Initial Interest Rate.



                                      -13-


     Except as set forth above or specified on the face hereof or in an Addendum
hereto, the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date. If any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be postponed to the
next succeeding Business Day, except that if LIBOR is an applicable Interest
Rate Basis and such Business Day falls in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day. In
addition, if the Treasury Rate is an applicable Interest Rate Basis and the
Interest Determination Date would otherwise fall on an Interest Reset Date, then
such Interest Reset Date will be postponed to the next succeeding Business Day.

     The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be determined by the Calculation Agent as
of the applicable Interest Determination Date and will be calculated by the
Calculation Agent on or prior to the Calculation Date (as defined below), except
with respect to LIBOR and the Eleventh District Cost of Funds Rate, which will
be calculated on such Interest Determination Date. The "Interest Determination
Date" with respect to the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate and the Prime Rate will be the second Business Day
immediately preceding the applicable Interest Reset Date; the "Interest
Determination Date" with respect to the Eleventh District Cost of Funds Rate
shall be the last business day of the month immediately preceding the applicable
Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the
"FHLB of San Francisco") publishes the Index (as defined below); and the
"Interest Determination Date" with respect to LIBOR shall be the second London
Business Day immediately preceding the applicable Interest Reset Date, unless
the Index Currency is British pounds sterling, in which case the "Interest
Determination Date" will be the applicable Interest Reset Date. The "Interest
Determination Date", with respect to the Treasury Rate shall be the day in the
week in which the applicable Interest Reset Date falls on which day Treasury
Bills (as defined below) are normally auctioned (Treasury Bills are normally
sold at an auction held on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday); provided,
however, that if an auction is held on the Friday of the week preceding the
applicable Interest Reset Date, the "Interest Determination Date" shall be such
preceding Fri-



                                      -14-


day. If the interest rate of this Note is determined with reference to two or
more Interest Rate Bases specified on the face hereof, the "Interest
Determination Date" pertaining to this Note shall be the most recent Business
Day which is at least two Business Days prior to the applicable Interest Reset
Date on which each Interest Rate Basis is determinable. Each Interest Rate Basis
shall be determined as of such date, and the applicable interest rate shall take
effect on the applicable Interest Reset Date.

     Unless otherwise specified on the face hereof or in an Addendum hereto, the
rate with respect to each Interest Rate Basis will be determined in accordance
with the following provisions.

     CD Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a "CD Rate Interest Determination Date") as the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity specified on the face hereof as published by the Board
of Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication ("H.15(519)") under the
heading "CDs (Secondary Market)", or, if not published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such CD Rate Interest
Determination Date for negotiable United States dollar certificates of deposit
of the Index Maturity as published by the Federal Reserve Bank of New York in
its daily statistical release "Composite 3:30 P.M. Quotations for United States
Government Securities" or any successor publication ("Composite Quotations")
under the heading "Certificates of Deposit." If such rate is not yet published
in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on
the related Calculation Date, then the CD Rate on such CD Rate Interest
Determination Date will be calculated by the Calculation Agent specified on the
face hereof and will be the arithmetic mean of the secondary market offered
rates as of 10:00 A.M., New York City time, on such CD Rate Interest
Determination Date, of three leading nonbank dealers in negotiable United States
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable United States dollar certificates of deposit of
major United States money center banks in the market for negotiable United
States dollar certificates of deposit with a remaining maturity closest to the
Index Maturity in an amount that is representative for a single transaction in
that market at that time; provided, however, that if the dealers so selected by
the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
determined as of such CD Rate Interest 



                                      -15-


Determination Date will be the CD Rate in effect on such CD Rate Interest
Determination Date.

     CMT Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the CMT Rate, the CMT Rate shall be determined as of the applicable
Interest Determination Date (a "CMT Rate Interest Determination Date") as the
rate displayed on the Designated CMT Telerate Page (as defined below) under the
caption ". . . Treasury Constant Maturities . . . Federal Reserve Board Release
H.15 . . . Mondays Approximately 3:45 P.M.," under the column for the Designated
CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate
Page is 7055, the rate on such CMT Rate Interest Determination Date and (ii) if
the Designated CMT Telerate Page is 7052, the weekly or monthly average, as
specified on the face hereof, for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which the related CMT
Rate Interest Determination Date occurs. If such rate is no longer displayed on
the relevant page or is not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in H.15(519). If such rate is no
longer published or is not published by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate on such CMT Rate Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Rate Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not provided by 3:00 P.M., New York City time,
on the related Calculation Date, then the CMT Rate on the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date reported, according to their written records,
by three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original ma-



                                      -16-


turity of approximately the Designated CMT Maturity Index and a remaining term
to maturity of not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent is unable to obtain three such Treasury Note
quotations, the CMT Rate on such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of approximately
3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of
three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least U.S.$100 million. If
three or four (and not five) of such Reference Dealers are quoting as described
above, then the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as mentioned herein, the CMT Rate
determined as of such CMT Rate Interest Determination Date will be the CMT Rate
in effect on such CMT Rate Interest Determination Date. If two Treasury Notes
with an original maturity as described in the second preceding sentence have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the Calculation Agent will obtain quotations for the Treasury Note with the
shorter remaining term to maturity and will use such quotations to calculate the
CMT Rate as set forth above.

     "Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service (or any successor service) on the page specified on the face hereof (or
any other page as may replace such page on that service (or any successor
service) for the purpose of displaying Treasury Constant Maturities as reported
in H.15(519)). If no such page is specified on the face hereof, the Designated
CMT Telerate Page shall be 7052, for the most recent week.

     "Designated CMT Maturity Index" means the original period to maturity of
the United States Treasury securities (either one, two, three, five, seven, 10,
20 or 30 years) specified on the face hereof with respect to which the CMT Rate
will be calculated. If no such maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be two years.



                                      -17-


     Commercial Paper Rate. If an Interest Rate Basis for this Note is specified
on the face hereof as the Commercial Paper Rate, the Commercial Paper Rate shall
be determined as of the applicable Interest Determination Date (a "Commercial
Paper Rate Interest Determination Date") as the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the Index Maturity
as published in H.15(519) under the heading "Commercial Paper - NonFinancial."
In the event that such rate is not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date will be the Money Market Yield
of the rate for commercial paper having the Index Maturity as published in
Composite Quotations under the heading "Commercial Paper" (with an Index
Maturity of one month or three months being deemed to be equivalent to an Index
Maturity of 30 days or 90 days, respectively). If such rate is not yet published
in either H.l5(519) or Composite Quotations by 3:00 P.M., New York City time, on
the related Calculation Date, then the Commercial Paper Rate on such Commercial
Paper Rate Interest Determination Date will be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the offered
rates at approximately 11:00 A.M., New York City time, on such Commercial Paper
Rate Interest Determination Date of three leading dealers of commercial paper in
The City of New York selected by the Calculation Agent for commercial paper
having the Index Maturity placed for an industrial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized statistical rating
organization; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Commercial
Paper Rate determined as of such Commercial Paper Rate Interest Determination
Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate
Interest Determination Date.

     "Money Market Yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:

                  Money Market Yield =       D x 360       x 100
                                       -------------------
                                           360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.

     Eleventh District Cost of Funds Rate. If an Interest Rate Basis for this
Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination 



                                      -18-


Date (an "Eleventh District Cost of Funds Rate Interest Determination Date") as
the rate equal to the monthly weighted average cost of funds for the calendar
month immediately preceding the month in which such Eleventh District Cost of
Funds Rate Interest Determination Date falls, as set forth under the caption
"llth District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Interest Determination Date. If such
rate does not appear on Telerate Page 7058 on such Eleventh District Cost of
Funds Rate Interest Determination Date, then the Eleventh District Cost of Funds
Rate on such Eleventh District Cost of Funds Rate Interest Determination Date
shall be the monthly weighted average cost of funds paid by member institutions
of the Eleventh Federal Home Loan Bank District that was most recently announced
(the "Index") by the FHLB of San Francisco as such cost of funds for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date. If the FHLB of San Francisco fails to announce the
Index on or prior to such Eleventh District Cost of Funds Rate Interest
Determination Date for the calendar month immediately preceding such Eleventh
District Cost of Funds Rate Interest Determination Date, the Eleventh District
Cost of Funds Rate determined as of such Eleventh District Cost of Funds Rate
Interest Determination Date will be the Eleventh District Cost of Funds Rate in
effect on such Eleventh District Cost of Funds Rate Interest Determination Date.

     Federal Funds Rate. If an Interest Rate Basis for this Note is specified on
the face hereof as the Federal Funds Rate, the Federal Funds Rate shall be
determined as of the applicable Interest Determination Date (a "Federal Funds
Rate Interest Determination Date") as the rate on such date for United States
dollar federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not published by 3:00 P.M., New York City time, on the
Calculation Date, the rate on such Federal Funds Rate Interest Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Federal Funds Rate on such Federal Funds Interest
Determination Date shall be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent, prior to
9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination Date will 



                                      -19-


be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.

     LIBOR. If an Interest Rate Basis for this Note is specified on the face
hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as of the
applicable Interest Determination Date (a "LIBOR Interest Determination Date")
in accordance with the following provisions:

     (i) if (a) "LIBOR Reuters" is specified on the face hereof, the arithmetic
mean of the offered rates (unless the Designated LIBOR Page (as defined below)
by its terms provides only for a single rate, in which case such single rate
will be used) for deposits in the Index Currency having the Index Maturity,
commencing on the applicable Interest Reset Date, that appear (or, if only a
single rate is required as aforesaid, appears) on the Designated LIBOR Page (as
defined below) as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, or (b) "LIBOR Telerate" is specified on the face hereof, or
if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face hereof
as the method for calculating LIBOR, the rate for deposits in the Index Currency
having the Index Maturity, commencing on such Interest Reset Date, that appears
on the Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR
Interest Determination Date. If fewer than two such offered rates appear, or if
no such rate appears, as applicable, LIBOR on such LIBOR Interest Determination
Date shall be determined in accordance with the provisions described in clause
(ii) below.

     (ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
Designated LIBOR Page as specified in clause (i) above, the Calculation Agent
shall request the principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation Agent, to provide
the Calculation Agent with its offered quotation for deposits in the Index
Currency for the period of the Index Maturity, commencing on the applicable
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date
and in a principal amount that is representative for a single transaction in
such Index Currency in such market at such time. If at least two such quotations
are so provided, then LIBOR on such LIBOR Interest Determination Date will be
the arithmetic mean of such quotations. If fewer than two such quotations are so
provided, then LIBOR on such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in the
applicable Principal Financial Center, on such LIBOR Interest Determination Date
by three major banks 



                                      -20-


in such Principal Financial Center selected by the Calculation Agent for loans
in the Index Currency to leading European banks, having the Index Maturity and
in a principal amount that is representative for a single transaction in such
Index Currency in such market at such time; provided, however, that if the banks
so selected by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be
LIBOR in effect on such LIBOR Interest Determination Date.

     "Index Currency" means the currency or composite currency specified on the
face hereof as to which LIBOR shall be calculated. If no such currency or
composite currency is specified on the face hereof, the Index Currency shall be
United States dollars.

     "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service (or any successor service)), for the
purpose of displaying the London interbank rates of major banks for the Index
Currency, or (b) if "LIBOR Telerate" is specified on the face hereof or neither
"LIBOR Reuters" nor "LIBOR Telerate" is specified on the face hereof as the
method for calculating LIBOR, the display on the Dow Jones Telerate Service (or
any successor service) on the page specified on the face hereof (or any other
page as may replace such page on such service (or any successor service)), for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency.

     Prime Rate. If an Interest Rate Basis for this Note is specified on the
face hereto as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan." If such rate is not published prior to 3:00 P.M., New
York City time, on the related Calculation Date, then the Prime Rate shall be
the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen USPRIME1 Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such Prime Rate Interest
Determination Date. If fewer than four such



                                      -21-


rates appear on the Reuters Screen USPRIME1 Page for such Prime Rate Interest
Determination Date, then the Prime Rate shall be the arithmetic mean of the
prime rates quoted on the basis of the actual number of days in the year divided
by a 360-day year as of the close of business on such Prime Rate Interest
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent. If fewer than four such quotations are so
provided, the Prime Rate shall be the arithmetic mean of four prime rates quoted
on the basis of the actual number of days in the year divided by a 360-day year
as of the close of business on such Prime Rate Interest Determination Date as
furnished in The City of New York by the major money center banks, if any, that
have provided such quotations and by a reasonable number of substitute banks or
trust companies to obtain four such prime rate quotations, provided such
substitute banks or trust companies are organized and doing business under the
laws of the United States, or any State thereof, each having total equity
capital of at least U.S.$500 million and being subject to supervision or
examination by Federal or State authority, selected by the Calculation Agent to
provide such rate or rates; provided, however, that if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.

     "Reuters Screen USPRIME1 Page" means the display designated as page
"USPRIME1" on the Reuter Monitor Money Rates Service (or any successor service)
(or such other page as may replace the USPRIME1 page on such service (or any
successor service) for the purpose of displaying prime rates or base lending
rates of major United States banks).

     Treasury Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the Treasury Rate, the Treasury Rate shall be determined as of
the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity, as such rate is published
in H.15(519) under the heading "Treasury bills-auction average (investment)" or,
if not published by 3:00 P.M., New York City time, on the related Calculation
Date, the auction average rate of such Treasury Bills (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) as otherwise announced by the United States Department of the
Treasury. In the event that the results of the Auction of Treasury Bills having
the Index Maturity are not reported as provided above by 3:00 P.M., New York
City time, on such Calculation Date, or if no such Auction is held, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Treasury Rate Interest Determination Date,



                                      -22-


of three leading primary United States government securities dealers selected by
the Calculation Agent, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity; provided, however, that if the dealers so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Treasury Rate determined as of such Treasury Rate Interest Determination
Date will be the Treasury Rate in effect on such Treasury Rate Interest
Determination Date.

     Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, in each case as specified on the face hereof. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.

     The "Calculation Date", if applicable, pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be. At
the request of the Holder hereof, the Calculation Agent will provide to the
Holder hereof the interest rate hereon then in effect and, if determined, the
interest rate that will become effective as a result of a determination made for
the next succeeding Interest Reset Date.

     Accrued interest hereon shall be an amount calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis
or by the actual number of days in the year if the CMT Rate or the Treasury Rate
is an applicable Interest Rate Basis. Unless otherwise specified as the Day
Count Convention on the face hereof, the interest factor for this Note, if the
interest rate is calculated with reference to two or more Interest Rate Bases,
shall be calculated in each period in the same manner as if only the Applicable
Interest Rate Basis specified on the face hereof applied.

     All percentages resulting from any calculation on this Note shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a 



                                      -23-


percentage point rounded upwards (e.g., 5.876545% (or .05876545) would be
rounded to 5.87655% (or .0587655)), and all amounts used in or resulting from
such calculation on this Note shall be rounded, in the case of United States
dollars, to the nearest cent or, in the case of a Specified Currency other than
United States dollars or a composite currency, to the nearest unit (with
one-half cent or unit being rounded upwards).

     If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

     The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the holders of the Securities at any
time by the Operating Partnership and the Trustee with the consent of the
holders of not less than a majority of the aggregate principal amount of all
Securities at the time outstanding and affected thereby. The Indenture also
contains provisions permitting the holders of not less than a majority of the
aggregate principal amount of the outstanding Securities of any series, on
behalf of the holders of all such Securities, to waive compliance by the
Operating Partnership with certain provisions of the Indenture. Furthermore,
provisions in the Indenture permit the holders of not less than a majority of
the aggregate principal amount of the outstanding Securities of any series, in
certain instances, to waive, on behalf of all of the holders of Securities of
such series, certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and other
Notes issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Operating Partnership,
which is absolute and unconditional, to pay principal, premium, if any, and
interest in respect of this 



                                      -24-


Note at the times, places and rate or formula, and in the coin or currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Operating Partnership upon surrender of this Note for
registration of transfer at the office or agency of the Operating Partnership in
any place where the principal hereof and any premium or interest hereon are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Operating Partnership and the Security Registrar, duly
executed by, the holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the holder hereof surrendering the
same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Operating Partnership may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Operating Partnership, the Trustee and any agent of the Operating Partnership or
the Trustee may treat the holder in whose name this Note is registered as the
owner thereof for all purposes, whether or not this Note be overdue, and neither
the Operating Partnership, the Trustee nor any such agent shall be affected by
notice to the contrary.

     This Note and all documents, agreements, understandings and arrangements
relating to any transaction contemplated hereby or thereby have been executed or
entered into by the undersigned in his/her capacity as an officer of the sole
general partner of the Operating Partnership which has been formed as a Delaware
limited partnership, and not individually, and neither the general partner,
officers, employees or limited partners of the Operating Partnership shall be
bound or have any personal liability hereunder or thereunder. The holder of this
Note by accepting this Note waives and releases all such liability. This waiver
and release are part of the consideration for the issue of this Note. Each party
hereto shall look solely to the assets of the Operating Partnership for
satisfac-



                                      -25-


tion of any liability of the Operating Partnership in respect of this Note and
all documents, agreements, understandings and arrangements relating to any
transaction contemplated hereby or thereby and will not seek recourse or
commence any action against any of the general partner, officers, employees or
limited partners of the Operating Partnership or any of their personal assets
for the performance or payment of any obligation hereunder or thereunder. The
foregoing shall also apply to any future documents, agreements, understandings,
arrangements and transactions between the parties hereto.

     The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of laws.





                                      -26-


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -  as tenants in common         UNIF GIFT MIN ACT - ___ Custodian ______
TEN ENT -  as tenants by the entireties                    (Cust)        (Minor)
JT TEN -   as joint tenants with right of         under Uniform Gifts to Minors
           survivorship and not as tenants        Act________________________
           in common                                       (State)

     Additional abbreviations may also be used though not in the above list.

                              ---------------------

                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
                      OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------

- --------------------------------------------------

- -------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)


- -------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing

- --------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.

  Dated:_________________________                   ___________________________

                                                    ___________________________
                                                     Notice: The signature(s) on
                                                     this Assignment must
                                                     correspond with the name(s)
                                                     as written upon the face of
                                                     this Note in every
                                                     particular, without
                                                     alteration or enlargement
                                                     or any change whatsoever.




                                      -27-


                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably request(s) and instruct(s) the Operating
Partnership to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at

- -------------------------------------------------------------------------------
         (Please print or typewrite name and address of the undersigned)

     For this Note to be repaid, the Trustee must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, currently located at
100 Wall Street, Suite 2000, New York, New York 10005, this Note with this
"Option to Elect Repayment" form duly completed.

     If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 (or, if the
Specified Currency is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof)) which the holder elects to have
repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).

Principal Amount
to be Repaid:  $_____________
                                   Notice:  The signature(s) on this Option to
Date:  ______________________      Elect Repayment must correspond with the
                                   name(s) as written upon the face of this 
                                   Note in every particular, without alteration
                                   or enlargement or any change whatsoever.





                                      -28-

                                                                       Exhibit B


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.(3)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.(4)

REGISTERED                 CUSIP No.:       REGISTERED PRINCIPAL AMOUNT:  $
No. FXR-____               ____________________________
                             FIRST INDUSTRIAL, L.P.

                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

ORIGINAL ISSUE DATE:            INTEREST RATE:     %       STATED MATURITY DATE:
INTEREST PAYMENT DATE(S)        DEFAULT RATE:    %
  _____ and ____
  Other:
INITIAL REDEMPTION              INITIAL REDEMPTION           ANNUAL REDEMPTION
DATE:                           PERCENTAGE:     %            PERCENTAGE
                                                             REDUCTION:    %
OPTIONAL REPAYMENT                CHECK IF AN ORIGINAL
DATE(S)                             ISSUE DISCOUNT NOTE
                                       Issue Price:     %
REPAYMENT PRICE:     %

- ----------

3  This paragraph applies to global Notes only.

4  This paragraph applies to global Notes only.




SPECIFIED CURRENCY:             AUTHORIZED DENOMINATION:     EXCHANGE RATE
  United States dollars           $1,000 and integral        AGENT:
  Other:                            multiples thereof
                                  Other:

EXCHANGE RATE:                  ADDENDUM ATTACHED:           OTHER/ADDITIONAL
   U.S. $1.00 = __________        Yes                        PROVISIONS:
                                  No


     First Industrial, L.P., a limited partnership duly organized and existing
under the laws of Delaware (hereinafter referred to as the "Operating
Partnership," which term includes any successor entity under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_______________________, or registered assigns, the principal sum of
_____________________, on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof) (each
such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon, at the Interest Rate per annum specific
above, until the principal hereof is paid or duly made available for payment,
and (to the extent that the payment of such interest shall be legally
enforceable) at the Default Rate per annum specified above on any overdue
principal, premium and/or interest, including any overdue sinking fund or
redemption payment. The Operating Partnership will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date next succeeding the Original
Issue Date to the holder of this Note on the Record Date with respect to such
second Interest Payment Date. Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.

     Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on 



                                      -2-


the fifteenth calendar day (whether or not a Business Day, as defined below)
immediately preceding such Interest Payment Date (the "Record Date"); provided,
however, that interest payable on the Maturity Date will be payable to the
person to whom the principal hereto and premium, if any, hereon shall be
payable. Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the holder on any
Record Date, and shall be paid to the person in whose name this Note is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee hereinafter referred to, notice whereof shall be given to the holder of
this Note by the Trustee not more than 15 days and not less than 10 days prior
to such Special Record Date or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which this Note may be listed, and upon such notice as may be required by such
exchange, all as more fully provided for in the Indenture.

     Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date or any prior date on which the principal or an
installment of principal of this Note becomes due and payable, whether by the
declaration of acceleration or otherwise, will be made in immediately available
funds upon presentation and surrender of this Note (and, with respect to any
applicable repayment of this Note, upon presentation and surrender of this Note
and a duly completed election form as contemplated on the reverse hereof) at the
office or agency maintained by the Operating Partnership for that purpose in the
Borough of Manhattan, The City of New York, currently the office of the Trustee
located at 100 Wall Street, New York, New York 10005, or at such other paying
agency in the Borough of Manhattan, The City of New York, as the Operating
Partnership may determine; provided, however, that if the Specified Currency
specified above is other than United States dollars and such payment is to be
made in the Specified Currency in accordance with the provisions set forth
below, such payment may be made by wire transfer of immediately available funds
to an account with a bank designated by the holder hereof at least 15 calendar
days prior to the Maturity Date, provided that such bank has appropriate
facilities therefor and that this Note (and, if applicable, a duly completed
repayment election form) is presented and surrendered at the aforementioned
office or agency maintained by the Operating Partnership in time for the Trustee
to make such payment in such funds in accordance with its normal procedures.
Payment of interest due on any Interest Payment Date other than the Maturity
Date will be made at the aforementioned office or agency maintained by the
Operating Partnership or, at the option of the Operating Partnership, by check
mailed to the address of the person entitled thereto as 



                                      -3-


such address shall appear in the Security Register maintained by the Trustee;
provided, however, that a holder of U.S.$10,000,000 (or, if the Specified
Currency is other than United States dollars, the equivalent thereof in the
Specified Currency) or more in aggregate principal amount of Notes (whether
having identical or different terms and provisions) will be entitled to receive
interest payments on any Interest Payment Date other than the Maturity Date by
wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such holder.

     If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date or the Maturity Date, as the case may be, to the date of such
payment on the next succeeding Business Day.

     As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
than United States dollars, such day is also not a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in the Principal Financial Center (as defined below) of the country
issuing the Specified Currency (or, if the Specified Currency is European
Currency Units ("ECU"), such day is not a day that appears as an ECU
no-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association), or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market). Principal Financial Center means the capital
city of the country issuing the Specified Currency, except that with respect to
United States dollars, Australian dollars, Deutsche marks, Dutch guilders,
Italian lire, Swiss francs and ECU, the Principal Financial Center shall be The
City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg,
respectively.

     The Operating Partnership is obligated to make payments of principal,
premium, if any, and interest in respect of this Note in 



                                      -4-


the Specified Currency (or, if the Specified Currency is not at the time of such
payment legal tender for the payment of public and private debts, in such other
coin or currency of the country which issued the Specified Currency as at the
time of such payment is legal tender for the payment of such debts). If the
Specified Currency is other than United States dollars, except as provided
below, any such amounts so payable by the Operating Partnership will be
converted by the Exchange Rate Agent specified above into United States dollars
for payment to the holder of this Note.

     If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive such amounts in such Specified Currency. If
the holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Operating Partnership for the purchase by the
quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of such Specified
Currency payable to all holders of Foreign Currency Notes scheduled to receive
United States dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the holder of
this Note by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

     If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in the
Specified Currency by submitting a written request for such payment to the
Trustee at its corporate trust Office in The City of New York on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date,
as the case may be. Such written request may be mailed or hand delivered or sent
by cable, telex or other form of facsimile transmission. The holder of this Note
may elect to receive all or a specified portion of all future payments in the
Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by 



                                      -5-


the Trustee on or prior to the applicable Record Date or at least 15 calendar
days prior to the Maturity Date, as the case may be.

     If the Specified Currency is other than United States dollars or a
composite currency and the holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest in respect of this Note in the Specified Currency and if
the Specified Currency is not available due to the imposition of exchange
controls or other circumstances beyond the reasonable control of the Operating
Partnership, the Operating Partnership will be entitled to satisfy its
obligations to the holder of this Note by making such payment in United States
dollars on the basis of the Market Exchange Rate (as defined below) on the
second Business Day prior to such payment date or, if such Market Exchange Rate
is not then available, on the basis of the most recently available Market
Exchange Rate or as otherwise specified on the face hereof. The "Market Exchange
Rate" for the Specified Currency means the noon dollar buying rate in The City
of New York for cable transfers for such Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
United States dollars will not constitute an Event of Default (as defined in the
Indenture) with respect to this Note.

     If the Specified Currency is a composite currency and the holder of this
Note shall have duly made an election to receive all or a specified portion of
any payment of principal, premium, if any, and/or interest in respect of this
Note in the Specified Currency and if such composite currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the
reasonable control of the Operating Partnership, then the Operating Partnership
will be entitled to satisfy its obligations to the holder of this Note by making
such payment in United States dollars. The amount of each payment in United
States dollars shall be computed by the Exchange Rate Agent on the basis of the
equivalent of the composite currency in United States dollars. The component
currencies of the composite currency for this purpose (collectively, the
"Component Currencies" and each, a "Component Currency") shall be the currency
amounts that were components of the composite currency as of the last day on
which the composite currency was used. The equivalent of the composite currency
in United States dollars shal1 be calculated by aggregating the United States
dollar equivalents of the Component Currencies. The United States dollar
equivalent of each of the Component Currencies shall be determined by the
Exchange Rate Agent on the basis of the most recently available Market Exchange


                                      -6-


Rate for each such Component Currency, or as otherwise specified on the face
hereof.

     If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holder of this Note.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above on the face hereof, in the
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.

     Notwithstanding any provisions to the contrary contained herein, if the
face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply to this Note, this Note shall be subject to
the terms set forth in such Addendum or such "Other/Additional Provisions."

     Unless the Certificate of Authentication hereon has been executed by the
Trustee or its Authenticating Agent by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.





                                      -7-


     IN WITNESS WHEREOF, First Industrial, L.P. has caused this Note to be duly
executed under its seal.

         Dated:               FIRST INDUSTRIAL, L.P.

                              By:  First Industrial Realty Trust, Inc.,
                                   its sole general partner


                                   By_______________________________
                                     Name:
                                     Title:


(SEAL)

Attest:


- ---------------------------
Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the 
series designated therein referred to in
the within-mentioned Indenture.


Dated:                             FIRST TRUST NATIONAL ASSOCIATION,
                                   as Trustee


                                   By______________________________
                                           Authorized Signatory






                                      -8-


                                (REVERSE OF NOTE)

                             FIRST INDUSTRIAL, L.P.

                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

     This Note is one of a duly authorized series of Securities (the
"Securities") of the Operating Partnership issued and to be issued under an
Indenture, dated as of May 13, 1997, as amended, modified or supplemented from
time to time (the "Indenture"), between the Operating Partnership and First
Trust National Association, as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Operating
Partnership, the Trustee and the holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Note is one of the series of Securities designated as "Medium-Term Notes Due
Nine Months or More from Date of Issue" (the "Notes"). All terms used but not
defined in this Note or in an Addendum hereto shall have the meanings assigned
to such terms in the Indenture or on the face hereof, as the case may be.

     This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $1,000 and integral multiples thereof or the minimum
Authorized Denomination specified on the face hereof.

     This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

     This Note will be subject to redemption at the option of the Operating
Partnership on any date on and after the Initial Redemption Date, if any,
specified on the face hereof, in whole or from time to time in part in
increments of U.S. $1,000 or the minimum Authorized Denomination (provided that
any remaining principal amount hereof shall be at least U.S. $1,000 or such
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(each, a "Redemption Date"), on notice given not more than 60 nor less than 30
calendar days prior to the Redemption Date and in accordance with the provisions
of the Indenture. The "Redemption Price" shall initially be the Initial
Redemption Per-



                                      -9-


centage specified on the face hereof multiplied by the unpaid principal amount
of this Note to be redeemed. The Initial Redemption Percentage shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is 100% of the unpaid principal amount to be redeemed. In the event of
redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms as this Note shall
be issued in the name of the holder hereof upon the presentation and surrender
hereof.

     This Note will be subject to repayment by the Operating Partnership at the
option of the holder hereof on the Optional Repayment Date(s), if any, specified
on the face hereof, in whole or in part in increments of U.S.$1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S.$1,000 or such minimum Authorized Denomination), at
a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, the Trustee must receive
at its office in the Borough of Manhattan, The City of New York, referred to on
the face hereof, at least 30 days but not more than 60 days prior to the
Repayment Date (i) this Note and the form hereon entitled "Option to Elect
Repayment" duly completed or (ii) a telegram, telex, facsimile transmission, or
a letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the holder hereof, the principal
amount of this Note, the principal amount of this Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby, and a
guarantee that this Note, together with the form hereon entitled "Option to
Elect Repayment" duly completed, will be received by the Trustee not later than
the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and duly completed
form are received by the Trustee by such fifth Business Day. Exercise of such
repayment option by the holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon the presentation and surrender hereof.

     If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the holder of this 



                                      -10-


Note in the event of redemption, repayment or acceleration of maturity of this
Note will be equal to the sum of (i) the Issue Price specified on the face
hereof (increased by any accruals of the Discount, as defined below) and, in the
event of any redemption of this Note (if applicable), multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (ii) any unpaid interest on this Note accrued from
the Original Issue Date to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price and 100% of the principal amount of this Note is referred to herein as the
"Discount."

     For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued using a constant yield method. The constant
yield will be calculated using a 30-day month, 360-day year convention, a
compounding period that, except for the Initial Period (as defined below),
corresponds to the shortest period between Interest Payment Dates (with ratable
accruals within a compounding period), a coupon rate equal to the initial coupon
rate applicable to this Note and an assumption that the maturity of this Note
will not be accelerated. If the period from the Original Issue Date to the
initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding-period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.

     If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

     The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the holders of the Securities at any
time by the Operating Partnership and the Trustee with the consent of the
holders of not less than a majority of the aggregate principal amount of all
Securities at the 



                                      -11-


time outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority of the aggregate principal
amount of the outstanding Securities of any series, on behalf of the holders of
all such Securities, to waive compliance by the Operating Partnership with
certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the holders of not less than a majority of the aggregate principal amount
of the outstanding Securities of any series, in certain instances, to waive, on
behalf of all of the holders of Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
holder of this Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and other Notes issued upon the registration of
transfer hereof or in exchange heretofore or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Operating Partnership,
which is absolute and unconditional, to pay principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula, and
in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Operating Partnership upon surrender of this Note for
registration of transfer at the office or agency of the Operating Partnership in
any place where the principal hereof and any premium or interest hereon are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Operating Partnership and the Security Registrar, duly
executed by, the holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the holder hereof surrendering the
same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Operating Partnership may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.



                                      -12-


     Prior to due presentment of this Note for registration of transfer, the
Operating Partnership, the Trustee and any agent of the Operating Partnership or
the Trustee may treat the holder in whose name this Note is registered as the
owner thereof for all purposes, whether or not this Note be overdue, and neither
the Operating Partnership, the Trustee nor any such agent shall be affected by
notice to the contrary.

     This Note and all documents, agreements, understandings and arrangements
relating to any transaction contemplated hereby or thereby have been executed or
entered into by the undersigned in his/her capacity as an officer of the sole
general partner of the Operating Partnership which has been formed as a Delaware
limited partnership, and not individually, and neither the general partner,
officers, employees or limited partners of the Operating Partnership shall be
bound or have any personal liability hereunder or thereunder. The holder of this
Note by accepting this Note waives and releases all such liability. This waiver
and release are part of the consideration for the issue of this Note. Each party
hereto shall look solely to the assets of the Operating Partnership for
satisfaction of any liability of the Operating Partnership in respect of this
Note and all documents, agreements, understandings and arrangements relating to
any transaction contemplated hereby or thereby and will not seek recourse or
commence any action against any of the trustees, officers or shareholders of the
Operating Partnership or any of their personal assets for the performance or
payment of any obligation hereunder or thereunder. The foregoing shall also
apply to any future documents, agreements, understandings, arrangements and
transactions between the parties hereto.

     The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to its
principles of conflicts of laws.







                                      -13-



                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common          UNIF GIFT MIN ACT - ____ Custodian ___
TEN ENT - as tenants by the entireties                    (Cust)       (Minor)
JT TEN -  as joint tenants with right of          under Uniform Gifts to Minors
          survivorship and not as tenants           Act _____________________
          in common                                            (State)

     Additional abbreviations may also be used though not in the above list.

                           ---------------------------
                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
                     OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- -----------------------------

- -----------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code
of assignee)

- --------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing

- --------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.

Dated:_____________________          _______________________________

                                     -------------------------------
                                     Notice: The signature(s) on
                                     this Assignment must correspond
                                     with the name(s) as written upon
                                     



                                      -14-


                                     the face of this Note in every
                                     particular, without alteration or
                                     enlargement or any change
                                     whatsoever.






                                      -15-


                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably request(s) and instruct(s) the Operating
Partnership to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at

- ---------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)

     For this Note to be repaid, the Trustee must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, currently located at
100 Wall Street, New York, New York 10005, this Note with this "Option to Elect
Repayment" form duly completed.

     If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 (or, if the
Specified Currency is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof)) which the holder elects to have
repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).

Principal Amount
to be Repaid:  $____________          _______________________________________
                                      Notice:  The signature(s) on this Option
Date:  _____________________          to Elect Repayment must correspond with
                                      the name(s) as written upon the face of
                                      this Note in every particular, without
                                      alteration or enlargement or any change
                                      whatsoever.









                                      -16-

EX-4.2

                                 [FACE OF NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.(1)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.(2)

REGISTERED                 CUSIP No.:       REGISTERED PRINCIPAL AMOUNT:  $
No. FXR-____               ____________________________
                             FIRST INDUSTRIAL, L.P.

                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

ORIGINAL ISSUE DATE:           INTEREST RATE:     %       STATED MATURITY DATE:
INTEREST PAYMENT DATE(S)       DEFAULT RATE:    %
  _____ and ____
  Other:
INITIAL REDEMPTION             INITIAL REDEMPTION         ANNUAL REDEMPTION
DATE:                          PERCENTAGE:     %          PERCENTAGE
                                                          REDUCTION:    %
OPTIONAL REPAYMENT               CHECK IF AN ORIGINAL
DATE(S)                            ISSUE DISCOUNT NOTE
                                      Issue Price:     %

REPAYMENT PRICE:     %


- ----------

1  This paragraph applies to global Notes only.

2  This paragraph applies to global Notes only.




                                      -2-


SPECIFIED CURRENCY:            AUTHORIZED DENOMINATION:   EXCHANGE RATE
  United States dollars          $1,000 and integral      AGENT:
  Other:                           multiples thereof
                                 Other:

EXCHANGE RATE:                 ADDENDUM ATTACHED:         OTHER/ADDITIONAL
   U.S. $1.00 = __________       Yes                      PROVISIONS:
                                 No


     First Industrial, L.P., a limited partnership duly organized and existing
under the laws of Delaware (hereinafter referred to as the "Operating
Partnership," which term includes any successor entity under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_______________________, or registered assigns, the principal sum of
_____________________, on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof) (each
such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon, at the Interest Rate per annum specific
above, until the principal hereof is paid or duly made available for payment,
and (to the extent that the payment of such interest shall be legally
enforceable) at the Default Rate per annum specified above on any overdue
principal, premium and/or interest, including any overdue sinking fund or
redemption payment. The Operating Partnership will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date next succeeding the Original
Issue Date to the holder of this Note on the Record Date with respect to such
second Interest Payment Date. Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.

     Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day, as defined below) immediately preceding such Interest
Payment Date (the "Record Date"); provided, 



                                      -3-


however, that interest payable on the Maturity Date will be payable to the
person to whom the principal hereto and premium, if any, hereon shall be
payable. Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the holder on any
Record Date, and shall be paid to the person in whose name this Note is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee hereinafter referred to, notice whereof shall be given to the holder of
this Note by the Trustee not more than 15 days and not less than 10 days prior
to such Special Record Date or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which this Note may be listed, and upon such notice as may be required by such
exchange, all as more fully provided for in the Indenture.

     Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date or any prior date on which the principal or an
installment of principal of this Note becomes due and payable, whether by the
declaration of acceleration or otherwise, will be made in immediately available
funds upon presentation and surrender of this Note (and, with respect to any
applicable repayment of this Note, upon presentation and surrender of this Note
and a duly completed election form as contemplated on the reverse hereof) at the
office or agency maintained by the Operating Partnership for that purpose in the
Borough of Manhattan, The City of New York, currently the office of the Trustee
located at 100 Wall Street, New York, New York 10005, or at such other paying
agency in the Borough of Manhattan, The City of New York, as the Operating
Partnership may determine; provided, however, that if the Specified Currency
specified above is other than United States dollars and such payment is to be
made in the Specified Currency in accordance with the provisions set forth
below, such payment may be made by wire transfer of immediately available funds
to an account with a bank designated by the holder hereof at least 15 calendar
days prior to the Maturity Date, provided that such bank has appropriate
facilities therefor and that this Note (and, if applicable, a duly completed
repayment election form) is presented and surrendered at the aforementioned
office or agency maintained by the Operating Partnership in time for the Trustee
to make such payment in such funds in accordance with its normal procedures.
Payment of interest due on any Interest Payment Date other than the Maturity
Date will be made at the aforementioned office or agency maintained by the
Operating Partnership or, at the option of the Operating Partnership, by check
mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a holder of U.S.$10,000,000 (or, if the Specified Currency is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate principal amount of Notes (whether having identical or different
terms and pro-



                                      -4-


visions) will be entitled to receive interest payments on any Interest Payment
Date other than the Maturity Date by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received in writing by
the Trustee not less than 15 calendar days prior to such Interest Payment Date.
Any such wire transfer instructions received by the Trustee shall remain in
effect until revoked by such holder.

     If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date or the Maturity Date, as the case may be, to the date of such
payment on the next succeeding Business Day.

     As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
than United States dollars, such day is also not a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in the Principal Financial Center (as defined below) of the country
issuing the Specified Currency (or, if the Specified Currency is European
Currency Units ("ECU"), such day is not a day that appears as an ECU
no-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association), or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market). Principal Financial Center means the capital
city of the country issuing the Specified Currency, except that with respect to
United States dollars, Australian dollars, Deutsche marks, Dutch guilders,
Italian lire, Swiss francs and ECU, the Principal Financial Center shall be The
City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg,
respectively.

     The Operating Partnership is obligated to make payments of principal,
premium, if any, and interest in respect of this Note in the Specified Currency
(or, if the Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued the Specified Currency as at the time of such payment
is legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, except as provided below, any such amounts so
payable by the Operating Partnership will be converted by the Ex-



                                      -5-


change Rate Agent specified above into United States dollars for payment to the
holder of this Note.

     If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive such amounts in such Specified Currency. If
the holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Operating Partnership for the purchase by the
quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of such Specified
Currency payable to all holders of Foreign Currency Notes scheduled to receive
United States dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the holder of
this Note by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

     If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in the
Specified Currency by submitting a written request for such payment to the
Trustee at its corporate trust Office in The City of New York on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date,
as the case may be. Such written request may be mailed or hand delivered or sent
by cable, telex or other form of facsimile transmission. The holder of this Note
may elect to receive all or a specified portion of all future payments in the
Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.

     If the Specified Currency is other than United States dollars or a
composite currency and the holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest in respect of this Note in the Specified Currency and if
the Specified Currency is 



                                      -6-


not available due to the imposition of exchange controls or other circumstances
beyond the reasonable control of the Operating Partnership, the Operating
Partnership will be entitled to satisfy its obligations to the holder of this
Note by making such payment in United States dollars on the basis of the Market
Exchange Rate (as defined below) on the second Business Day prior to such
payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate or as otherwise
specified on the face hereof. The "Market Exchange Rate" for the Specified
Currency means the noon dollar buying rate in The City of New York for cable
transfers for such Specified Currency as certified for customs purposes by (or
if not so certified, as otherwise determined by) the Federal Reserve Bank of New
York. Any payment made under such circumstances in United States dollars will
not constitute an Event of Default (as defined in the Indenture) with respect to
this Note.

     If the Specified Currency is a composite currency and the holder of this
Note shall have duly made an election to receive all or a specified portion of
any payment of principal, premium, if any, and/or interest in respect of this
Note in the Specified Currency and if such composite currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the
reasonable control of the Operating Partnership, then the Operating Partnership
will be entitled to satisfy its obligations to the holder of this Note by making
such payment in United States dollars. The amount of each payment in United
States dollars shall be computed by the Exchange Rate Agent on the basis of the
equivalent of the composite currency in United States dollars. The component
currencies of the composite currency for this purpose (collectively, the
"Component Currencies" and each, a "Component Currency") shall be the currency
amounts that were components of the composite currency as of the last day on
which the composite currency was used. The equivalent of the composite currency
in United States dollars shal1 be calculated by aggregating the United States
dollar equivalents of the Component Currencies. The United States dollar
equivalent of each of the Component Currencies shall be determined by the
Exchange Rate Agent on the basis of the most recently available Market Exchange
Rate for each such Component Currency, or as otherwise specified on the face
hereof.

     If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Cur-



                                      -7-


rency shall be replaced by the amounts of such two or more currencies, the sum
of which shall be equal to the amount of the original Component Currency.

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holder of this Note.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above on the face hereof, in the
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.

     Notwithstanding any provisions to the contrary contained herein, if the
face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply to this Note, this Note shall be subject to
the terms set forth in such Addendum or such "Other/Additional Provisions."

     Unless the Certificate of Authentication hereon has been executed by the
Trustee or its Authenticating Agent by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.





                                      -8-

     IN WITNESS WHEREOF, First Industrial, L.P. has caused this Note to be duly
executed under its seal.

Dated:                       FIRST INDUSTRIAL, L.P.

                             By:  First Industrial Realty Trust, Inc., 
                                  its sole general partner


                             By_______________________________
                               Name:
                               Title:


(SEAL)

Attest:


- ---------------------------
Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.


Dated:                             FIRST TRUST NATIONAL ASSOCIATION,
                                   as Trustee


                                   By______________________________
                                            Authorized Signatory








                                      -9-


                                (REVERSE OF NOTE)

                             FIRST INDUSTRIAL, L.P.

                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

     This Note is one of a duly authorized series of Securities (the
"Securities") of the Operating Partnership issued and to be issued under an
Indenture, dated as of May 13, 1997, as amended, modified or supplemented from
time to time (the "Indenture"), between the Operating Partnership and First
Trust National Association, as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Operating
Partnership, the Trustee and the holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Note is one of the series of Securities designated as "Medium-Term Notes Due
Nine Months or More from Date of Issue" (the "Notes"). All terms used but not
defined in this Note or in an Addendum hereto shall have the meanings assigned
to such terms in the Indenture or on the face hereof, as the case may be.

     This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $1,000 and integral multiples thereof or the minimum
Authorized Denomination specified on the face hereof.

     This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

     This Note will be subject to redemption at the option of the Operating
Partnership on any date on and after the Initial Redemption Date, if any,
specified on the face hereof, in whole or from time to time in part in
increments of U.S. $1,000 or the minimum Authorized Denomination (provided that
any remaining principal amount hereof shall be at least U.S. $1,000 or such
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(each, a "Redemption Date"), on notice given not more than 60 nor less than 30
calendar days prior to the Redemption Date and in accordance with the provisions
of the Indenture. The "Redemption Price" shall initially be the Initial
Redemption Percentage specified on the face hereof multiplied by the unpaid
principal amount of this Note to be redeemed. The Initial Redemption Percentage
shall decline at each an-



                                      -10-


niversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof until the Redemption Price is
100% of the unpaid principal amount to be redeemed. In the event of redemption
of this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms as this Note shall be issued in the
name of the holder hereof upon the presentation and surrender hereof.

     This Note will be subject to repayment by the Operating Partnership at the
option of the holder hereof on the Optional Repayment Date(s), if any, specified
on the face hereof, in whole or in part in increments of U.S.$1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S.$1,000 or such minimum Authorized Denomination), at
a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, the Trustee must receive
at its office in the Borough of Manhattan, The City of New York, referred to on
the face hereof, at least 30 days but not more than 60 days prior to the
Repayment Date (i) this Note and the form hereon entitled "Option to Elect
Repayment" duly completed or (ii) a telegram, telex, facsimile transmission, or
a letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the holder hereof, the principal
amount of this Note, the principal amount of this Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby, and a
guarantee that this Note, together with the form hereon entitled "Option to
Elect Repayment" duly completed, will be received by the Trustee not later than
the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and duly completed
form are received by the Trustee by such fifth Business Day. Exercise of such
repayment option by the holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon the presentation and surrender hereof.

     If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the holder of this Note in the event of
redemption, repayment or acceleration of maturity of this Note will be equal to
the sum of (i) the Issue Price specified on the face hereof (increased by any
accruals of the Discount, as defined below) and, in the event of any redemption
of this Note (if applicable), multiplied by the Initial Redemption Percentage
(as adjusted by the 



                                      -11-


Annual Redemption Percentage Reduction, if applicable) and (ii) any unpaid
interest on this Note accrued from the Original Issue Date to the Redemption
Date, Repayment Date or date of acceleration of maturity, as the case may be.
The difference between the Issue Price and 100% of the principal amount of this
Note is referred to herein as the "Discount."

     For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued using a constant yield method. The constant
yield will be calculated using a 30-day month, 360-day year convention, a
compounding period that, except for the Initial Period (as defined below),
corresponds to the shortest period between Interest Payment Dates (with ratable
accruals within a compounding period), a coupon rate equal to the initial coupon
rate applicable to this Note and an assumption that the maturity of this Note
will not be accelerated. If the period from the Original Issue Date to the
initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding-period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.

     If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

     The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the holders of the Securities at any
time by the Operating Partnership and the Trustee with the consent of the
holders of not less than a majority of the aggregate principal amount of all
Securities at the time outstanding and affected thereby. The Indenture also
contains provisions permitting the holders of not less than a majority of the
aggregate principal amount of the outstanding Securities of any series, on
behalf of the holders of all such Securities, to waive compliance by the
Operating Partnership with certain provisions of the Indenture. Furthermore,
provisions in the Indenture permit the holders of not less than 



                                      -12-


a majority of the aggregate principal amount of the outstanding Securities of
any series, in certain instances, to waive, on behalf of all of the holders of
Securities of such series, certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future holders of this Note
and other Notes issued upon the registration of transfer hereof or in exchange
heretofore or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Operating Partnership,
which is absolute and unconditional, to pay principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula, and
in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Operating Partnership upon surrender of this Note for
registration of transfer at the office or agency of the Operating Partnership in
any place where the principal hereof and any premium or interest hereon are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Operating Partnership and the Security Registrar, duly
executed by, the holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the holder hereof surrendering the
same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Operating Partnership may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Operating Partnership, the Trustee and any agent of the Operating Partnership or
the Trustee may treat the holder in whose name this Note is registered as the
owner thereof for all purposes, whether or not this Note be overdue, and neither
the Operating Partnership, the Trustee nor any such agent shall be affected by
notice to the contrary.



                                      -13-


     This Note and all documents, agreements, understandings and arrangements
relating to any transaction contemplated hereby or thereby have been executed or
entered into by the undersigned in his/her capacity as an officer of the sole
general partner of the Operating Partnership which has been formed as a Delaware
limited partnership, and not individually, and neither the general partner,
officers, employees or limited partners of the Operating Partnership shall be
bound or have any personal liability hereunder or thereunder. The holder of this
Note by accepting this Note waives and releases all such liability. This waiver
and release are part of the consideration for the issue of this Note. Each party
hereto shall look solely to the assets of the Operating Partnership for
satisfaction of any liability of the Operating Partnership in respect of this
Note and all documents, agreements, understandings and arrangements relating to
any transaction contemplated hereby or thereby and will not seek recourse or
commence any action against any of the trustees, officers or shareholders of the
Operating Partnership or any of their personal assets for the performance or
payment of any obligation hereunder or thereunder. The foregoing shall also
apply to any future documents, agreements, understandings, arrangements and
transactions between the parties hereto.

     The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to its
principles of conflicts of laws.





                                      -14-


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common       UNIF GIFT MIN ACT - ____ Custodian _____
TEN ENT - as tenants by the entireties                  (Cust)         (Minor)
JT TEN - as joint tenants with
         right of survivorship and  not       under Uniform Gifts to Minors
         as tenants in common                  Act _____________________
                                                         (State)

     Additional abbreviations may also be used though not in the above list.

                           ---------------------------
                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
                     OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- -----------------------------  -------------------------------------

- --------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code
of assignee)

- --------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting
and appointing

- ---------------------------------------------------------------------
Attorney to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.

Dated:_____________________          _______________________________

                                     -------------------------------
                                     Notice: The signature(s) on
                                     this Assignment must correspond
                                     with the name(s) as written upon
                                     the face of this Note in every
                                     particular, without alteration or
                                     enlargement or any change whatsoever.




                                      -15-


                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably request(s) and instruct(s) the Operating
Partnership to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at

- ---------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)

     For this Note to be repaid, the Trustee must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, currently located at
100 Wall Street, New York, New York 10005, this Note with this "Option to Elect
Repayment" form duly completed.

     If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 (or, if the
Specified Currency is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof)) which the holder elects to have
repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).

Principal Amount
to be Repaid:  $____________       ___________________________________________
                                   Notice:  The signature(s) on this Option to
Date:  _____________________       Elect Repayment must correspond with the
                                   name(s) as written upon the face of this
                                   Note in every particular, without alteration
                                   or enlargement or any change whatsoever.

EX-4.3

                                 [FACE OF NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.1

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.2

REGISTERED        CUSIP No.:        PRINCIPAL AMOUNT:
No. FLR--___      _____________________________________________

                                MEDIUM-TERM NOTE
                                 (Floating Rate)

INTEREST RATE BASIS        ORIGINAL ISSUE DATE:      STATED MATURITY DATE:
OR BASES:

     IF LIBOR:                      IF CMT RATE:
     [  ] LIBOR Reuters                      Designated CMT Telerate Page:
                 Page:                           If Telerate Page 7052:
                                                      [  ] Weekly Average
                                                      [  ] Monthly Average
                                             Designated CMT Maturity Index:
     [  ]- LIBOR Telerate
                 Page:

     INDEX CURRENCY:


INDEX MATURITY:  INITIAL INTEREST RATE:     %        INTEREST PAYMENT DATE(S):

SPREAD (PLUS OR            SPREAD MULTIPLIER:       INITIAL INTEREST RESET DATE:

- ----------

1  This paragraph applies to global Notes only.

2  This paragraph applies to global Notes only.




MINUS):

MINIMUM INTEREST RATE:   %  MAXIMUM INTEREST         INTEREST RESET DATE(S):
                                     RATE:     %

INITIAL REDEMPTION              INITIAL REDEMPTION        ANNUAL REDEMPTION
DATE:                           PERCENTAGE:   %           PERCENTAGE REDUCTION:

OPTIONAL REPAYMENT              CALCULATION AGENT:
DATE(S):


INTEREST CATEGORY:                        DAY COUNT CONVENTION:
[  ] Regular Floating Rate Note           [  ] 30/360 for the period
[  ] Floating Rate/Fixed Rate Note                  from             to
       Fixed Rate Commencement Date:      [  ] Actual/360 for the period
       Fixed Interest Rate:      %                  from             to
[  ] Inverse Floating Rate Note           [  ] Actual/Actual for the period
       Fixed Interest Rate:  %                      from             to
[  ] Original Issue Discount Note              Applicable Interest Rate Basis:
       Issue Price:      %


SPECIFIED CURRENCY:                   AUTHORIZED DENOMINATION:
[  ] United States dollars            [  ] $1,000 and integral multiples thereof
[  ] Other:
                                      [  ] Other:

EXCHANGE RATE:
         U.S. $1.00 = ______


EXCHANGE RATE AGENT:

AMORTIZING SECURITY:
[  ] Yes
[  ] No

AMORTIZATION FORMULA:


AMORTIZATION PAYMENT DATE(S):


DEFAULT RATE:        %


ADDENDUM ATTACHED:
[  ] Yes
[  ] No


OTHER/ADDITIONAL PROVISIONS:


                                      -2-


FIRST INDUSTRIAL, L.P., a limited partnership duly organized and existing under
the laws of Delaware (hereinafter referred to as the "Operating Partnership",
which term includes any successor entity under the Indenture hereinafter
referred to), for value received, hereby promises to pay to , or registered
assigns, the principal sum of , on the Stated Maturity Date specified above (or
any Redemption Date or Repayment Date, each as defined below) (each such Stated
Maturity Date, Redemption Date or Repayment Date being hereinafter referred to
as the "Maturity Date" with respect to the principal repayable on such date) and
to pay interest thereon, at a rate per annum equal to the initial Interest Rate
specified above until the Initial Interest Reset Date specified above and
thereafter at a rate determined in accordance with the provisions specified
above and on the reverse hereof or in an Addendum hereto with respect to one or
more Interest Rate Bases specified above until the principal hereof is paid or
duly made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the Default Rate per annum specified
above on any overdue principal, premium and/or interest, including any overdue
sinking fund or redemption payment. The Operating Partnership will pay interest
in arrears on each Interest Payment Date, if any, specified above (each, an
"Interest Payment Date"), commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Maturity Date;
provided, however, that if the Original Issue Date occurs between a Record Date
(as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date next succeeding the
Original Issue Date to the holder of this Note on the Record Date with respect
to such second Interest Payment Date.

     Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day, as defined on the reverse hereof) immediately preceding such
Interest Payment Date (the "Record Date"); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom the principal
hereof and premium, if any, hereon shall be payable. Any such interest not so
punctually paid or duly provided for 



                                      -3-


("Defaulted Interest") will forthwith cease
to be payable to the holder on any Record Date, and shall be paid to the person
in whose name this Note is registered at the close of business on a special
record date (the "Special Record Date") for the payment of such Defaulted
Interest to be fixed by the Trustee hereinafter referred to, notice whereof
shall be given to the holder of this Note by the Trustee not more than 15 days
and not less than 10 days prior to such Special Record Date or may be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which this Note may be listed, and upon such notice
as may be required by such exchange, all as more fully provided for in the
Indenture.

     Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date, or any prior date on which the principal or an
installment of principal of this Note becomes due and payable, whether by the
declaration of acceleration or otherwise, will be made in immediately available
funds upon presentation and surrender of this Note (and, with respect to any
applicable repayment of this Note, upon presentation and surrender of this Note
and a duly completed election form as contemplated on the reverse hereof) at the
office or agency maintained by the Operating Partnership for that purpose in the
Borough of Manhattan, The City of New York, currently the office of the Trustee
located at 100 Wall Street, Suite 2000, New York, New York 10005, or at such
other paying agency in the Borough of Manhattan, The City of New York, as the
Operating Partnership may determine; provided, however, that if the Specified
Currency specified above is other than United States dollars and such payment is
to be made in the Specified Currency in accordance with the provisions set forth
below, such payment may be made by wire transfer of immediately available funds
to an account with a bank designated by the holder hereof at least 15 calendar
days prior to the Maturity Date, provided that such bank has appropriate
facilities therefor and that this Note (and, if applicable, a duly completed
repayment election form) is presented and surrendered at the aforementioned
office or agency maintained by the Operating Partnership in time for the Trustee
to make such payment in such funds in accordance with its normal procedures.
Payment of interest due on any Interest Payment Date other than the Maturity
Date will be made at the aforementioned office of agency maintained by the
Operating Partnership or, at the option of the Operating Partnership, by check
mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a holder of U.S. $10,000,000 (or, if the Specified Currency is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate principal amount of Notes (whether having identical or different


                                      -4-


terms and provisions) will be entitled to receive interest payments on any
Interest Payment Date other than the Maturity Date by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 calendar days prior to such
Interest Payment Date. Any such wire transfer instructions received by the
Trustee shall remain in effect until revoked by such holder.

     If any Interest Payment Date other than the Maturity Date would otherwise
be a day that is not a Business Day, such Interest Payment Date shall be
postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If the Maturity Date falls on a day that is not a
Business Day, the required payment of principal, premium, if any, and interest
shall be made on the next succeeding Business Day with the same force and effect
as if made on the date such payment was due, and no interest shall accrue with
respect to such payment for the period from and after the Maturity Date to the
date of such payment on the next succeeding Business Day.

     As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law, regulation or executive order to close in The
City of New York or in Chicago; provided, however, that if the Specified
Currency is other than United States dollars, such day is also not a day on
which banking institutions are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined below) of
the country issuing the Specified Currency (or, if the Specified Currency is
European Currency Units ("ECU"), such day is not a day that appears as an ECU
non-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association), or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market); provided, further, that if LIBOR is an
applicable Interest Rate Basis, such day is also a London Business Day (as
defined below). "London Business Day" means (i) if the Index Currency (as
defined below) is other than ECU, any day on which dealings in such Index
Currency are transacted in the London interbank market or (ii) if the Index
Currency is ECU, any day that does not appear as an ECU non-settlement day on
the display designated as "ISDE" on the Reuter Monitor Money Rates Service (or a
day so designated by the ECU Banking Association) or, if ECU non-settlement days
do not appear on that page (and are not 



                                      -5-


so designated), is not a day on which payments in ECU cannot be settled in the
international interbank market. "Principal Financial Center" means the capital
city of the country issuing the Specified Currency or, solely with respect to
the calculation of LIBOR, the Index Currency, except that with respect to United
States dollars, Australian dollars, Deutsche marks, Dutch guilders, Italian
lire, Swiss francs and ECU, the Principal Financial Center shall be The City of
New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg,
respectively.

     The Operating Partnership is obligated to make payments of principal,
premium, if any, and interest in respect of this Note in the Specified Currency
(or, if the Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued the Specified Currency as at the time of such payment
is legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, except as provided below, any such amounts so
payable by the Operating Partnership will be converted by the Exchange Rate
Agent specified above into United States dollars for payment to the holder of
this Note.

     If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive such amounts in such Specified Currency. If
the holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Operating Partnership for the purchase by the
quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of such Specified
Currency payable to all holders of Foreign Currency Notes scheduled to receive
United States dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the holder of
this Note by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

     If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or 



                                      -6-


interest in respect of this Note in the Specified Currency by submitting a
written request for such payment to the Trustee at its corporate trust office in
The City of New York on or prior to the applicable Record Date or at least 15
calendar days prior to the Maturity Date, as the case may be. Such written
request may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. The holder of this Note may elect to receive all or a
specified portion of all future payments in the Specified Currency in respect of
such principal, premium, if any, and/or interest and need not file a separate
election for each payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the applicable Record Date or at least 15
calendar days prior to the Maturity Date, as the case may be.

     If the Specified Currency is other than United States dollars or a
composite currency and the holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest in respect of this Note in the Specified Currency and if
the Specified Currency is not available due to the imposition of exchange
controls or other circumstances beyond the reasonable control of the Operating
Partnership, the Operating Partnership will be entitled to satisfy its
obligations to the holder of this Note by making such payment in United States
dollars on the basis of the Market Exchange Rate (as defined below) on the
second Business Day prior to such payment date or, if such Market Exchange Rate
is not then available, on the basis of the most recently available Market
Exchange Rate or as otherwise specified on the face hereof. The "Market Exchange
Rate" for the Specified Currency means the noon dollar buying rate in The City
of New York for cable transfers for such Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
United States dollars will not constitute an Event of Default (as defined in the
Indenture) with respect to this Note.

     If the Specified Currency is a composite currency and the holder of this
Note shall have duly made an election to receive all or a specified portion of
any payment of principal, premium, if any, and/or interest in respect of this
Note in the Specified Currency and if such composite currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the
reasonable control of the Operating Partnership, then the Operating Partnership
will be entitled to satisfy its obligations to the holder of this Note by making
such payment in United States dollars. The amount of each payment in United
States dollars shall be computed by the Ex-



                                      -7-


change Rate Agent on the basis of the equivalent of the composite currency in
United States dollars. The component currencies of the composite currency for
this purpose (collectively, the "Component Currencies" and each, a "Component
Currency") shall be the currency amounts that were components of the composite
currency as of the last day on which the composite currency was used. The
equivalent of the composite currency in United States dollars shall be
calculated by aggregating the United States dollar equivalents of the Component
Currencies. The United States dollar equivalent of each of the Component
Currencies shall be determined by the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency,
or as otherwise specified on the face hereof.

     If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holder of this Note.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above on the face hereof, in the
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.

     Notwithstanding any provisions to the contrary contained herein, if the
face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply to this Note, this Note shall be subject to
the terms set forth in such Addendum or such "Other/Additional Provisions".

     Unless the Certificate of Authentication hereon has been executed by the
Trustee or its Authenticating Agent by manual signa-



                                      -8-


ture, this Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.





                                      -9-


     IN WITNESS WHEREOF, FIRST INDUSTRIAL, L.P. has caused this Note to be duly
executed under its seal.



Dated:                        FIRST INDUSTRIAL, L.P.


                              By:  First Industrial Realty Trust,
                                         Inc., its sole general partner


                              By:
                                 ---------------------------------------
                                 Name:
                                 Title:


[SEAL]

Attest:


- --------------------------
Secretary


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.

                                   FIRST NATIONAL TRUST ASSOCIATION,
                                   as Trustee


Dated:                             By______________________________
                                           Authorized Signatory






                                      -10-


                                (REVERSE OF NOTE]


                                MEDIUM-TERM NOTE
                                 (Floating Rate)


     This Note is one of a duly authorized series of Securities (the
"Securities") of the Operating Partnership issued and to be issued under an
Indenture, dated as of May 13, 1997, as amended, modified or supplemented from
time to time (the "Indenture"), between the Operating Partnership and First
Trust National Association, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Trust,
the Trustee and the holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one of
the series of Securities designated as "Medium-Term Notes Due Nine Months or
More from Date of Issue" (the "Notes"). All terms used but not defined in this
Note or in an Addendum hereto shall have the meanings assigned to such terms in
the Indenture or on the face hereof, as the case may be.

     This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $1,000 and integral multiples thereof or the minimum
Authorized Denomination specified on the face hereof.

     This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

     This Note will be subject to redemption at the option of the Operating
Partnership on any date on and after the Initial Redemption Date, if any,
specified on the face hereof, in whole or from time to time in part in
increments of U.S. $1,000 or the minimum Authorized Denomination (provided that
any remaining principal amount hereof shall be at least U.S. $1,000 or such
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(each, a "Redemption Date"), on notice given not more than 60 nor less than 30
calendar days prior to the Redemption Date and in accordance with the provisions
of the Indenture. The "Redemption Price" shall initially be the Initial
Redemption Per-



                                      -11-


centage specified on the face hereof multiplied by the unpaid principal amount
of this Note to be redeemed. The Initial Redemption Percentage shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is 100% of the unpaid principal amount to be redeemed. In the event of
redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms as this Note shall
be issued in the name of the holder hereof upon the presentation and surrender
hereof.

     This Note will be subject to repayment by the Operating Partnership at the
option of the holder hereof on the Optional Repayment Date(s) , if any,
specified on the face hereof, in whole or in part in increments of U.S. $1,000
or the minimum Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed
for repayment (each, a "Repayment Date"). For this Note to be repaid, the
Trustee must receive at its office in the Borough of Manhattan, The City of New
York, referred to on the face hereof, at least 30 days but not more than 60 days
prior to the Repayment Date (i) this Note and the form hereon entitled "Option
to Elect Repayment" duly completed or (ii) a telegram, telex, facsimile
transmission, or a letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States setting forth the name of the holder hereof, the
principal amount of this Note, the principal amount of this Note to be repaid,
the certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby, and a
guarantee that this Note, together with the form hereon entitled "Option to
Elect Repayment" duly completed, will be received by the Trustee not later than
the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and duly completed
form are received by the Trustee by such fifth Business Day. Exercise of such
repayment option by the holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon the presentation and surrender hereof.

     If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the holder of this 



                                      -12-


Note in the event of redemption, repayment or acceleration of maturity of this
Note will be equal to the sum of (i) the Issue Price specified on the face
hereof (increased by any accruals of the Discount, as defined below) and, in the
event of any redemption of this Note (if applicable), multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (ii) any unpaid interest on this Note accrued from
the Original Issue Date to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price and 100% of the principal amount of this Note is referred to herein as the
"Discount."

     For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued using a constant yield method. The constant
yield will be calculated using a 30-day month, 360-day year convention, a
compounding period that, except for the Initial Period (as defined below),
corresponds to the shortest period between Interest Payment Dates (with ratable
accruals within a compounding period), a coupon rate equal to the initial coupon
rate applicable to this Note and an assumption that the maturity of this Note
will not be accelerated. If the period from the Original Issue Date to the
initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.

     The interest rate borne by this Note will be determined as follows:

          (i) Unless the Interest Category of this Note is specified on the face
     hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate
     Note" or as otherwise specified as Other/Additional Provisions on the face
     hereof or in an Addendum hereto, this Note shall be designated as a
     "Regular Floating Rate Note" and, except as set forth below or specified on
     the face hereof or in an Addendum hereto, shall bear interest at the rate
     determined by reference to the applicable Interest Rate Basis or Bases (a)
     plus or minus the Spread, if any, and/or (b) multiplied by the Spread
     Multiplier, if any, in each case as specified on the face hereof.
     Commencing on the Initial Interest Reset Date, the rate at which interest
     on this Note shall be payable shall be reset as of each Interest Reset Date
     specified on the face hereof; provided, however, that the 



                                      -13-


     interest rate in effect for the period, if any, from the Original Issue
     Date to the Initial Interest Reset Date shall be the Initial Interest Rate.

          (ii) If the Interest Category of this Note is specified on the face
     hereof as a "Floating Rate/Fixed Rate Note", then, except as set forth
     below or specified on the face hereof or in an Addendum hereto, this Note
     shall bear interest at the rate determined by reference to the applicable
     Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or
     (b) multiplied by the Spread Multiplier, if any. Commencing on the Initial
     Interest Reset Date, the rate at which interest on this Note shall be
     payable shall be reset as of each Interest Reset Date; provided, however,
     that (y) the interest rate in effect for the period, if any, from the
     Original Issue Date to the Initial Interest Reset Date shall be the Initial
     Interest Rate and (z) the interest rate in effect for the period commencing
     on the Fixed Rate Commencement Date specified on the face hereof to the
     Maturity Date shall be the Fixed Interest Rate specified on the face hereof
     or, if no such Fixed Interest Rate is specified, the interest rate in
     effect hereon on the day immediately preceding the Fixed Rate Commencement
     Date.

          (iii) If the Interest Category of this Note is specified on the face
     hereof as an "Inverse Floating Rate Note", then, except as set forth below
     or specified on the face hereof or in an Addendum hereto, this Note shall
     bear interest at the Fixed Interest Rate minus the rate determined by
     reference to the applicable Interest Rate Basis or Bases (a) plus or minus
     the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any;
     provided, however, that, unless otherwise specified on the face hereof or
     in an Addendum hereto, the interest rate hereon shall not be less than
     zero. Commencing on the Initial Interest Reset Date, the rate at which
     interest on this Note shall be payable shall be reset as of each Interest
     Reset Date; provided, however, that the interest rate in effect for the
     period, if any, from the Original Issue Date to the Initial Interest Reset
     Date shall be the Initial Interest Rate.

     Except as set forth above or specified on the face hereof or in an Addendum
hereto, the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date. If any Interest Reset Date would other-



                                      -14-


wise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day. In addition, if the Treasury Rate is an applicable
Interest Rate Basis and the Interest Determination Date would otherwise fall on
an Interest Reset Date, then such Interest Reset Date will be postponed to the
next succeeding Business Day.

     The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be determined by the Calculation Agent as
of the applicable Interest Determination Date and will be calculated by the
Calculation Agent on or prior to the Calculation Date (as defined below), except
with respect to LIBOR and the Eleventh District Cost of Funds Rate, which will
be calculated on such Interest Determination Date. The "Interest Determination
Date" with respect to the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate and the Prime Rate will be the second Business Day
immediately preceding the applicable Interest Reset Date; the "Interest
Determination Date" with respect to the Eleventh District Cost of Funds Rate
shall be the last business day of the month immediately preceding the applicable
Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the
"FHLB of San Francisco") publishes the Index (as defined below); and the
"Interest Determination Date" with respect to LIBOR shall be the second London
Business Day immediately preceding the applicable Interest Reset Date, unless
the Index Currency is British pounds sterling, in which case the "Interest
Determination Date" will be the applicable Interest Reset Date. The "Interest
Determination Date", with respect to the Treasury Rate shall be the day in the
week in which the applicable Interest Reset Date falls on which day Treasury
Bills (as defined below) are normally auctioned (Treasury Bills are normally
sold at an auction held on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday); provided,
however, that if an auction is held on the Friday of the week preceding the
applicable Interest Reset Date, the "Interest Determination Date" shall be such
preceding Friday. If the interest rate of this Note is determined with reference
to two or more Interest Rate Bases specified on the face hereof, the "Interest
Determination Date" pertaining to this Note shall be the most recent Business
Day which is at least two Business Days prior to the applicable Interest Reset
Date on which each Interest Rate Basis is determinable. Each Interest Rate Basis
shall be determined as of such date, and the applicable interest rate shall take
effect on the applicable Interest Reset Date.



                                      -15-


     Unless otherwise specified on the face hereof or in an Addendum hereto, the
rate with respect to each Interest Rate Basis will be determined in accordance
with the following provisions.

     CD Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a "CD Rate Interest Determination Date") as the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity specified on the face hereof as published by the Board
of Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication ("H.15(519)") under the
heading "CDs (Secondary Market)", or, if not published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such CD Rate Interest
Determination Date for negotiable United States dollar certificates of deposit
of the Index Maturity as published by the Federal Reserve Bank of New York in
its daily statistical release "Composite 3:30 P.M. Quotations for United States
Government Securities" or any successor publication ("Composite Quotations")
under the heading "Certificates of Deposit." If such rate is not yet published
in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on
the related Calculation Date, then the CD Rate on such CD Rate Interest
Determination Date will be calculated by the Calculation Agent specified on the
face hereof and will be the arithmetic mean of the secondary market offered
rates as of 10:00 A.M., New York City time, on such CD Rate Interest
Determination Date, of three leading nonbank dealers in negotiable United States
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable United States dollar certificates of deposit of
major United States money center banks in the market for negotiable United
States dollar certificates of deposit with a remaining maturity closest to the
Index Maturity in an amount that is representative for a single transaction in
that market at that time; provided, however, that if the dealers so selected by
the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
determined as of such CD Rate Interest Determination Date will be the CD Rate in
effect on such CD Rate Interest Determination Date.

     CMT Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the CMT Rate, the CMT Rate shall be determined as of the applicable
Interest Determination Date (a "CMT Rate Interest Determination Date") as the
rate displayed on the Designated CMT Telerate Page (as defined below) under the
caption ". . . Treasury Constant Maturities . . . Federal Reserve Board Release
H.15 . . . Mondays Approximately 3:45 P.M.," under the column 



                                      -16-


for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
weekly or monthly average, as specified on the face hereof, for the week or
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related CMT Rate Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page or is not displayed by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published in
H.15(519). If such rate is no longer published or is not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT Rate on such
CMT Rate Interest Determination Date will be such treasury constant maturity
rate for the Designated CMT Maturity Index (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Rate Interest Determination
Date with respect to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in H.15(519). If such information is not provided by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT Rate on the
CMT Rate Interest Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean of the secondary
market closing offer side prices as of approximately 3:30 P.M., New York City
time, on such CMT Rate Interest Determination Date reported, according to their
written records, by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York selected by the
Calculation Agent (from five such Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three such Treasury Note quotations, the
CMT Rate on such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30 P.M., New
York City time, on such CMT Rate Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and 



                                      -17-


eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least U.S.$100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
mentioned herein, the CMT Rate determined as of such CMT Rate Interest
Determination Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two Treasury Notes with an original maturity as described
in the second preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the Calculation Agent will obtain
quotations for the Treasury Note with the shorter remaining term to maturity and
will use such quotations to calculate the CMT Rate as set forth above.

     "Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service (or any successor service) on the page specified on the face hereof (or
any other page as may replace such page on that service (or any successor
service) for the purpose of displaying Treasury Constant Maturities as reported
in H.15(519)). If no such page is specified on the face hereof, the Designated
CMT Telerate Page shall be 7052, for the most recent week.

     "Designated CMT Maturity Index" means the original period to maturity of
the United States Treasury securities (either one, two, three, five, seven, 10,
20 or 30 years) specified on the face hereof with respect to which the CMT Rate
will be calculated. If no such maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be two years.

     Commercial Paper Rate. If an Interest Rate Basis for this Note is specified
on the face hereof as the Commercial Paper Rate, the Commercial Paper Rate shall
be determined as of the applicable Interest Determination Date (a "Commercial
Paper Rate Interest Determination Date") as the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the Index Maturity
as published in H.15(519) under the heading "Commercial Paper - NonFinancial."
In the event that such rate is not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date will be the Money Market Yield
of the rate 



                                      -18-


for commercial paper having the Index Maturity as published in Composite
Quotations under the heading "Commercial Paper" (with an Index Maturity of one
month or three months being deemed to be equivalent to an Index Maturity of 30
days or 90 days, respectively). If such rate is not yet published in either
H.l5(519) or Composite Quotations by 3:00 P.M., New York City time, on the
related Calculation Date, then the Commercial Paper Rate on such Commercial
Paper Rate Interest Determination Date will be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the offered
rates at approximately 11:00 A.M., New York City time, on such Commercial Paper
Rate Interest Determination Date of three leading dealers of commercial paper in
The City of New York selected by the Calculation Agent for commercial paper
having the Index Maturity placed for an industrial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized statistical rating
organization; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Commercial
Paper Rate determined as of such Commercial Paper Rate Interest Determination
Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate
Interest Determination Date.

     "Money Market Yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:

                  Money Market Yield =       D x 360       x 100
                                       -------------------
                                          360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.

     Eleventh District Cost of Funds Rate. If an Interest Rate Basis for this
Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date") as the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls, as
set forth under the caption "llth District" on Telerate Page 7058 as of 11:00
A.M., San Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on such
Eleventh District Cost of Funds Rate Interest Determination Date, then the
Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds
Rate Interest Determination Date shall be the monthly 



                                      -19-


weighted average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that was most recently announced (the "Index")
by the FHLB of San Francisco as such cost of funds for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date. If the FHLB of San Francisco fails to announce the Index on
or prior to such Eleventh District Cost of Funds Rate Interest Determination
Date for the calendar month immediately preceding such Eleventh District Cost of
Funds Rate Interest Determination Date, the Eleventh District Cost of Funds Rate
determined as of such Eleventh District Cost of Funds Rate Interest
Determination Date will be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Interest Determination Date.

     Federal Funds Rate. If an Interest Rate Basis for this Note is specified on
the face hereof as the Federal Funds Rate, the Federal Funds Rate shall be
determined as of the applicable Interest Determination Date (a "Federal Funds
Rate Interest Determination Date") as the rate on such date for United States
dollar federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not published by 3:00 P.M., New York City time, on the
Calculation Date, the rate on such Federal Funds Rate Interest Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Federal Funds Rate on such Federal Funds Interest
Determination Date shall be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent, prior to
9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate in effect on such Federal Funds Rate Interest Determination
Date.

     LIBOR. If an Interest Rate Basis for this Note is specified on the face
hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as of the
applicable Interest Determination Date (a "LIBOR Interest Determination Date")
in accordance with the following provisions:

     (i) if (a) "LIBOR Reuters" is specified on the face hereof, the arithmetic
mean of the offered rates (unless the De-



                                      -20-


signated LIBOR Page (as defined below) by its terms provides only for a single
rate, in which case such single rate will be used) for deposits in the Index
Currency having the Index Maturity, commencing on the applicable Interest Reset
Date, that appear (or, if only a single rate is required as aforesaid, appears)
on the Designated LIBOR Page (as defined below) as of 11:00 A.M., London time,
on such LIBOR Interest Determination Date, or (b) "LIBOR Telerate" is specified
on the face hereof, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified on the face hereof as the method for calculating LIBOR, the rate for
deposits in the Index Currency having the Index Maturity, commencing on such
Interest Reset Date, that appears on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If fewer than two such
offered rates appear, or if no such rate appears, as applicable, LIBOR on such
LIBOR Interest Determination Date shall be determined in accordance with the
provisions described in clause (ii) below.

     (ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
Designated LIBOR Page as specified in clause (i) above, the Calculation Agent
shall request the principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation Agent, to provide
the Calculation Agent with its offered quotation for deposits in the Index
Currency for the period of the Index Maturity, commencing on the applicable
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date
and in a principal amount that is representative for a single transaction in
such Index Currency in such market at such time. If at least two such quotations
are so provided, then LIBOR on such LIBOR Interest Determination Date will be
the arithmetic mean of such quotations. If fewer than two such quotations are so
provided, then LIBOR on such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in the
applicable Principal Financial Center, on such LIBOR Interest Determination Date
by three major banks in such Principal Financial Center selected by the
Calculation Agent for loans in the Index Currency to leading European banks,
having the Index Maturity and in a principal amount that is representative for a
single transaction in such Index Currency in such market at such time; provided,
however, that if the banks so selected by the Calculation Agent are not quoting
as mentioned in this sentence, LIBOR determined as of such LIBOR Interest
Determination Date shall be LIBOR in effect on such LIBOR Interest Determination
Date.

     "Index Currency" means the currency or composite currency specified on the
face hereof as to which LIBOR shall be calculated. 



                                      -21-


If no such currency or composite currency is specified on the face hereof, the
Index Currency shall be United States dollars.

     "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service (or any successor service)), for the
purpose of displaying the London interbank rates of major banks for the Index
Currency, or (b) if "LIBOR Telerate" is specified on the face hereof or neither
"LIBOR Reuters" nor "LIBOR Telerate" is specified on the face hereof as the
method for calculating LIBOR, the display on the Dow Jones Telerate Service (or
any successor service) on the page specified on the face hereof (or any other
page as may replace such page on such service (or any successor service)), for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency.

     Prime Rate. If an Interest Rate Basis for this Note is specified on the
face hereto as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan." If such rate is not published prior to 3:00 P.M., New
York City time, on the related Calculation Date, then the Prime Rate shall be
the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen USPRIME1 Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such Prime Rate Interest
Determination Date. If fewer than four such rates appear on the Reuters Screen
USPRIME1 Page for such Prime Rate Interest Determination Date, then the Prime
Rate shall be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation Agent. If fewer
than four such quotations are so provided, the Prime Rate shall be the
arithmetic mean of four prime rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date as furnished in The City of New York by
the major money center banks, if any, that have provided such quotations and by
a reasonable number of substitute banks or trust companies to obtain four such
prime rate quotations, provided such substitute banks or trust companies are
organized and doing business under the laws of the United States, or any State
thereof, each having total equity capital of at least U.S.$500 million and being
subject to supervision or examination by Federal 



                                      -22-


or State authority, selected by the Calculation Agent to provide such rate or
rates; provided, however, that if the banks or trust companies so selected by
the Calculation Agent are not quoting as mentioned in this sentence, the Prime
Rate determined as of such Prime Rate Interest Determination Date will be the
Prime Rate in effect on such Prime Rate Interest Determination Date.

     "Reuters Screen USPRIME1 Page" means the display designated as page
"USPRIME1" on the Reuter Monitor Money Rates Service (or any successor service)
(or such other page as may replace the USPRIME1 page on such service (or any
successor service) for the purpose of displaying prime rates or base lending
rates of major United States banks).

     Treasury Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the Treasury Rate, the Treasury Rate shall be determined as of
the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity, as such rate is published
in H.15(519) under the heading "Treasury bills-auction average (investment)" or,
if not published by 3:00 P.M., New York City time, on the related Calculation
Date, the auction average rate of such Treasury Bills (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) as otherwise announced by the United States Department of the
Treasury. In the event that the results of the Auction of Treasury Bills having
the Index Maturity are not reported as provided above by 3:00 P.M., New York
City time, on such Calculation Date, or if no such Auction is held, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers selected by the Calculation Agent,
for the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity; provided, however, that if the dealers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate
determined as of such Treasury Rate Interest Determination Date will be the
Treasury Rate in effect on such Treasury Rate Interest Determination Date.

     Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less 


                                      -23-


than the Minimum Interest Rate, if any, in each case as specified on the face
hereof. The interest rate on this Note will in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application.

     The "Calculation Date", if applicable, pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be. At
the request of the Holder hereof, the Calculation Agent will provide to the
Holder hereof the interest rate hereon then in effect and, if determined, the
interest rate that will become effective as a result of a determination made for
the next succeeding Interest Reset Date.

     Accrued interest hereon shall be an amount calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis
or by the actual number of days in the year if the CMT Rate or the Treasury Rate
is an applicable Interest Rate Basis. Unless otherwise specified as the Day
Count Convention on the face hereof, the interest factor for this Note, if the
interest rate is calculated with reference to two or more Interest Rate Bases,
shall be calculated in each period in the same manner as if only the Applicable
Interest Rate Basis specified on the face hereof applied. All percentages
resulting from any calculation on this Note shall be rounded to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 5.876545% (or .05876545) would be
rounded to 5.87655% (or .0587655)), and all amounts used in or resulting from
such calculation on this Note shall be rounded, in the case of United States
dollars, to the nearest cent or, in the case of a Specified Currency other than
United States dollars or a composite currency, to the nearest unit (with
one-half cent or unit being rounded upwards).

     If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared 



                                      -24-


due and payable in the manner and with the effect provided in the Indenture.

     The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the holders of the Securities at any
time by the Operating Partnership and the Trustee with the consent of the
holders of not less than a majority of the aggregate principal amount of all
Securities at the time outstanding and affected thereby. The Indenture also
contains provisions permitting the holders of not less than a majority of the
aggregate principal amount of the outstanding Securities of any series, on
behalf of the holders of all such Securities, to waive compliance by the
Operating Partnership with certain provisions of the Indenture. Furthermore,
provisions in the Indenture permit the holders of not less than a majority of
the aggregate principal amount of the outstanding Securities of any series, in
certain instances, to waive, on behalf of all of the holders of Securities of
such series, certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and other
Notes issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Operating Partnership,
which is absolute and unconditional, to pay principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula, and
in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Operating Partnership upon surrender of this Note for
registration of transfer at the office or agency of the Operating Partnership in
any place where the principal hereof and any premium or interest hereon are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Operating Partnership and the Security Registrar, duly
executed by, the holder hereof or by his attorney 



                                      -25-


duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the holder hereof surrendering the
same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Operating Partnership may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Operating Partnership, the Trustee and any agent of the Operating Partnership or
the Trustee may treat the holder in whose name this Note is registered as the
owner thereof for all purposes, whether or not this Note be overdue, and neither
the Operating Partnership, the Trustee nor any such agent shall be affected by
notice to the contrary.

     This Note and all documents, agreements, understandings and arrangements
relating to any transaction contemplated hereby or thereby have been executed or
entered into by the undersigned in his/her capacity as an officer of the sole
general partner of the Operating Partnership which has been formed as a Delaware
limited partnership, and not individually, and neither the general partner,
officers, employees or limited partners of the Operating Partnership shall be
bound or have any personal liability hereunder or thereunder. The holder of this
Note by accepting this Note waives and releases all such liability. This waiver
and release are part of the consideration for the issue of this Note. Each party
hereto shall look solely to the assets of the Operating Partnership for
satisfaction of any liability of the Operating Partnership in respect of this
Note and all documents, agreements, understandings and arrangements relating to
any transaction contemplated hereby or thereby and will not seek recourse or
commence any action against any of the general partner, officers, employees or
limited partners of the Operating Partnership or any of their personal assets
for the performance or payment of any obligation hereunder or thereunder. The
foregoing shall also apply to any future documents, agreements, understandings,
arrangements and transactions between the parties hereto.



                                      -26-


     The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of laws.







                                      -27-


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - _____ Custodian ____
TEN ENT - as tenants by the entireties                     (Cust)        (Minor)
JT TEN -  as joint tenants with right of         under Uniform Gifts to Minors
          survivorship and not as tenants        Act__________________________
          in common                                           (State)

     Additional abbreviations may also be used though not in the above list.

                              ---------------------

                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
                      OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------   ------------------------------------

- -------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)


- -------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing

- --------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.

Dated:______________________               ____________________________________

                                           ____________________________________


                                           Notice: The signature(s) on
                                           this Assignment must
                                           correspond with the name(s)
                                           as written upon the face of




                                      -28-


                                           this Note in every
                                           particular, without
                                           alteration or enlargement
                                           or any change whatsoever.






                                      -29-


                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably request(s) and instruct(s) the Operating
Partnership to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at

- -------------------------------------------------------------------------------
         (Please print or typewrite name and address of the undersigned)

     For this Note to be repaid, the Trustee must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, currently located at
100 Wall Street, Suite 2000, New York, New York 10005, this Note with this
"Option to Elect Repayment" form duly completed.

     If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 (or, if the
Specified Currency is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof)) which the holder elects to have
repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).

Principal Amount
to be Repaid:  $_____________     __________________________________________
                                  Notice:  The signature(s) on this Option to
Date:  ______________________     Elect Repayment must correspond with the
                                  name(s) as written upon the face of this
                                  Note in every particular, without alteration 
                                  or enlargement or any change whatsoever.



                                      -30-