EXECUTION VERSION

                       FIRST INDUSTRIAL REALTY TRUST, INC.

             Depositary Shares Each Representing 1/100 of a Share of
             Series G Flexible Cumulative Redeemable Preferred Stock

                      (Ten-Year Initial Fixed Rate Period)
        (Liquidation Preference Equivalent to $1,000 Per Depositary Share
                          of Series G Preferred Stock)

                              REMARKETING AGREEMENT

                                                                    May 27, 2004

Lehman Brothers Inc.
745 7th Avenue
New York, New York 10019

Ladies and Gentlemen:

     First Industrial Realty Trust, Inc., a Maryland corporation and real estate
investment trust (the "Company"), is issuing today 25,000 Depositary Shares (the
"Depositary Shares") each representing 1/100 of a share of Series G Flexible
Cumulative Redeemable Preferred Stock (Ten-Year Initial Fixed Rate) (the "Series
G Preferred Shares") having a liquidation preference equivalent to $1,000 per
Depositary Share to be issued under a deposit agreement (the "Deposit
Agreement") between the Company and EquiServe Trust Company, N.A., as Depositary
(the "Depositary").

     The Articles Supplementary, dated May 26, 2004, of the Company relating to
the Series G Preferred Shares (the "Series G Articles Supplementary") provide
for the possible Remarketing (as defined below) of the Depositary Shares, on one
or more occasions, at the option of the Company as contemplated in the Series G
Articles Supplementary. As used in this remarketing agreement (the "Agreement"),
the term "Remarketed Securities" means any Depositary Shares offered in a
Remarketing; the term "Remarketing Procedures" means the procedures specified in
Section 2 of the Series G Articles Supplementary; and the term "Remarketing"
means a remarketing of the Remarketed Securities pursuant to the Remarketing
Procedures.

     In connection with any Remarketing, the Company will, to the extent
required under the Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder (the "Securities Act"), in connection with
Remarketings of Remarketed Securities, prepare and file one or more registration
statements under the Securities Act with the Securities and Exchange Commission
(the "Commission") relating to Remarketed Securities, and any necessary
amendments thereto, and will prepare one or more prospectuses (which may be
preliminary or final) complying with the requirements of the Securities Act, and
any necessary supplements thereto, and setting forth or including a description
of the applicable terms of the Remarketed Securities, the terms of the
applicable Remarketing, a description of the Company and such other information
as may be required by the Securities Act.

     Capitalized terms used and not defined in this Agreement shall have the
meanings set forth in the Series G Articles Supplementary. Any reference in this
Agreement to any registration statement or to any preliminary prospectus or
final prospectus (or any amendments or supplements to any of the foregoing)
shall be deemed to (i) refer to any such document as it may at the time be
amended or supplemented and (ii) include any document filed under the Securities


                                       1


Exchange Act of 1934, as amended and the rules and regulations promulgated
thereunder (the "Exchange Act"), and at the time incorporated by reference
therein.

     Section 1. Appointment and Obligations of the Remarketing Agent.

     (a) The Company hereby appoints Lehman Brothers Inc. as exclusive
remarketing agent (the "Remarketing Agent"), and Lehman Brothers Inc. accepts
appointment as Remarketing Agent for the purpose of (i) remarketing Remarketed
Securities on behalf of the holders thereof and (ii) performing such other
duties as are assigned to the Remarketing Agent in the Remarketing Procedures,
all in accordance with and pursuant to the Remarketing Procedures.

     (b) The Remarketing Agent agrees (i) to use commercially reasonable efforts
to remarket the Remarketed Securities tendered or deemed tendered to the
Remarketing Agent in any Remarketing, (ii) to notify the Company of the new
Fixed Rate, if any, established pursuant to any Remarketing and (iii) to carry
out such other duties as are assigned to the Remarketing Agent in the
Remarketing Procedures, all in accordance with the provisions of the Remarketing
Procedures.

     (c) On any date during which a Remarketing is being conducted, the
Remarketing Agent shall use commercially reasonable efforts to remarket, at a
price equal to $1,000 per Depositary Share, Remarketed Securities tendered or
deemed tendered for purchase.

     (d) If, as a result of the Remarketing Agent's efforts described in Section
1(c), the Remarketing Agent has determined on any date during which a
Remarketing is being conducted that it will be able to remarket all Remarketed
Securities tendered or deemed tendered for purchase at a price of $1,000 per
Depositary Share (including any accrued and unpaid distributions or interest,
the "Remarketing Purchase Price") prior to 4:00 P.M., New York City time, on
such date (any such date of determination, a "Remarketing Date"), the
Remarketing Agent shall determine the Fixed Rate resulting from such Remarketing
and to be applicable to the next succeeding Distribution Period, which shall be
the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent
per annum) which the Remarketing Agent determines, in its sole judgment, to be
the lowest rate per annum, if any, that will enable it to remarket all
Remarketed Securities tendered or deemed tendered for Remarketing at the
Remarketing Purchase Price.

     (e) If any holder of Remarketed Securities submits a Notice of Election to
tender some or all of its Depositary Shares in a Remarketing and separately
notifies the Remarketing Agent that such holder desires to continue to hold a
number of Depositary Shares, but only if the Fixed Rate determined by the
applicable Remarketing is not less than a specified rate per annum, the
Remarketing Agent shall give priority to such holder's purchase of such number
of Remarketed Securities in the Remarketing, provided that the new Fixed Rate is
not less than such specified rate.

     (f) By approximately 4:30 P.M., New York City time, on a Remarketing Date,
the Remarketing Agent shall advise, by telephone, (i) the Depository Trust
Company (the "DTC") participant who will receive a credit for the Depositary
Shares on DTC's records (the "Depositary Participant"), the Company and the
Calculation Agent of any new Fixed Rate established pursuant to the Remarketing
and the number of Remarketed Securities sold in the Remarketing, (ii) each
purchaser of Remarketed Securities (or the Depositary Participant thereof) of
such new Fixed Rate and the number of Remarketed Securities such purchaser is to
purchase and (iii) each purchaser to give instructions to its Depositary
Participant to pay the purchase price on the



                                       2


Remarketing Settlement Date in same day funds against delivery of the Remarketed
Securities purchased through the facilities of the Depositary Participant.

     (g) If, by 4:00 P.M., New York City time, on the third business day prior
to the Remarketing Settlement Date applicable to the Remarketing (such third
business day, a "Remarketing Expiration Date") the Remarketing Agent is unable
to remarket all Remarketed Securities tendered or deemed tendered for purchase
at the Remarketing Price, the Remarketing Agent shall, by approximately 4:30
P.M., New York City time, on such date, advise by telephone the Depositary
Participant, the Company and the Calculation Agent that the Distribution Rate
for the Series G Preferred Shares for the next succeeding Distribution Period
will be a Floating Rate determined in accordance with the Series G Articles
Supplementary.

     Section 2. Representations, Warranties and Agreements of the Company. The
Company and First Industrial, L.P., a Delaware limited partnership (the
"Operating Partnership"), jointly and severally represent, warrant and agree, on
and as of the date hereof, that the representations and warranties made by the
Company and the Operating Partnership, as applicable, in the underwriting
agreement dated May 18, 2004 among the Company, the Operating Partnership and
Lehman Brothers Inc. and the other underwriters named therein (the "Underwriting
Agreement"), relating to the Series G Preferred Shares and the Series F Flexible
Cumulative Redeemable Preferred Stock, are true, correct and complete in all
material respects, as if made on the date hereof. In addition, the Company and
the Operating Partnership represent, warrant and agree, (i) on and as of the
date of filing and of effectiveness of any registration statement filed pursuant
to this Agreement and on and as of the date of any amendment to any such
registration statement, (ii) on and as of the date of any preliminary prospectus
and on and as of the date of any supplement thereto distributed in connection
with a Remarketing, (iii) on and as of the date of any final prospectus and on
and as of the date of any supplement thereto distributed in connection with a
Remarketing, (iv) on and as of any Election Date, (v) on and as of any
Remarketing Date, and (vi) on and as of any Remarketing Settlement Date, (to the
extent applicable) that:

     (a) The registration statement under the Securities Act, including
amendments thereto (File No. 333-57992) (the "Initial Registration Statement"),
relating to certain securities (the "Shelf Securities") to be issued from time
to time by the Company or the Operating Partnership, as the case may be,
including the Series G Preferred Shares, was prepared by the Company and the
Operating Partnership and filed with the Commission in conformity with all
applicable requirements of the Securities Act and will contain all statements
required to be stated therein in accordance with the Securities Act. The Initial
Registration Statement was declared effective by the Commission on July 18,
2001. Any registration statement (other than the Initial Registration Statement)
and any amendments thereto required under the Securities Act with respect to the
applicable Remarketing and required to have been filed with the Commission have
(i) been prepared by the Company and the Operating Partnership in conformity
with the requirements of the Securities Act, (ii) been filed as required with
the Commission under the Securities Act and (iii) become effective under the
Securities Act. Copies of such registration statement(s) and any amendments
thereto have been delivered by the Company to the Remarketing Agent.

     (b) The prospectus supplement dated May 18, 2004 and the accompanying
prospectus, dated August 23, 2001, relating to the initial offering of the
Depositary Shares and 50,000 depositary shares each representing 1/100 of a
share of the Series F Flexible Cumulative Redeemable Preferred Stock (Five-Year
Initial Fixed Rate Period) (the "Series F Preferred Shares," and together with
the Series G Preferred Shares, the "Preferred Shares") having a liquidation
preference equivalent to $1,000 per depositary share of Series F Preferred
Shares of



                                       3


the Company, (collectively, the "Initial Prospectus"), were prepared by the
Company and the Operating Partnership and filed with the Commission in
conformity with the requirements of the Securities Act. Any preliminary
prospectus and any final prospectus (other than the Initial Prospectus), and any
supplements to any of the foregoing, required to have been prepared in
connection with the applicable Remarketing have been prepared and filed with the
Commission in conformity with the requirements of the Securities Act.

     (c) Neither the Commission nor any state securities authority of any
jurisdiction has issued, instigated a proceeding for or, to the knowledge of the
Company, threatened, an order preventing or suspending the use of any
registration statement, any preliminary prospectus or any final prospectus, or
any amendment or supplement thereto, relating to the applicable Remarketing.

     (d) Any registration statement (and any amendments thereto) relating to a
Remarketing, at the time it became effective, and any preliminary prospectus,
and any final prospectus (and any supplements to either of the foregoing)
relating to the applicable Remarketing, as of their respective dates and as of
the dates they were filed with the Commission, did not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein not misleading, except that the representations and
warranties set forth in this Section 2(d) do not apply to information contained
in any preliminary prospectus or any final prospectus (or any supplements to
either of the foregoing) based upon information furnished to the Company or the
Operating Partnership in writing by or on behalf of the Remarketing Agent
expressly for use therein.

     (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, an applicable prospectus, at the time an applicable registration
statement became effective, as of the date of the prospectus and as of the date
hereof, or during the period specified in Section 4(f) 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) do not apply to any statements or omissions made
in reliance on and in conformity with information relating to the Remarketing
Agent furnished in writing to the Company or the Operating Partnership by the
Remarketing Agent specifically for inclusion in any applicable registration
statement or applicable prospectus or any amendment or supplement thereto.

     (f) Since the respective dates as of which information is given in a
registration statement and final prospectus relating to a Remarketing (or any
amendment or supplement thereto) and except as disclosed therein, (i) there has
not been and will not have been, except as set forth in or contemplated by any
applicable registration statement and any applicable prospectus, any change in
the capitalization, long term or short term debt or in the capital stock or
equity of each of the Company, the Operating Partnership or any of the
Subsidiaries (as hereinafter defined) which would be material to the Company,
the Operating Partnership 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"), (ii) 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



                                       4


to this Agreement and the transactions referred to herein or as contemplated in
any applicable prospectus, which would be Material, (iii) there has not been any
material adverse change in the condition (financial or otherwise), earnings,
assets or business affairs or prospects of the Company, the Operating
Partnership and the Subsidiaries taken as a whole or their properties (a
"Material Adverse Effect"), (iv) except for regular quarterly distributions on
the Company's shares of common stock, par value $0.01 per share (the "Common
Stock"), and the dividends on the shares of the Company's (a) Depositary Shares
each representing 1/100 of a share of 8?% Series C Cumulative Preferred Stock
(the "Series C Preferred Stock"), (b) Depositary Shares each representing 1/100
of a share of 7.95% Series D Cumulative Preferred Stock (the "Series D Preferred
Stock") and (c) Depositary Shares each representing 1/100 of a share of 7.90%
Series E Cumulative Preferred Stock (the "Series E Preferred Stock"), 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 (v)
except for distributions in connection with regular quarterly distributions on
partnership units, the Operating Partnership has not paid any distributions of
any kind on its common or preferred partnership units.

     (g) The Company is a corporation duly organized and validly existing under
the laws of the State of Maryland, and has due corporate authority to carry on
the real estate business in which it is engaged, to own and operate the
properties used by it in such business and to enter into and perform its
obligations under each of this Agreement, the remarketing agreement dated May
27, 2004 pertaining to the Series F Preferred Shares (the "Series F Remarketing
Agreement"), the Series G Articles Supplementary, the Articles Supplementary
dated May [ ], 2004 of the Company pertaining to the Series F Preferred Shares
(the "Series F Articles Supplementary"), the Deposit Agreement, the deposit
agreement dated May 27, 2004 pertaining to the Series F Preferred Shares
(together with the Deposit Agreement, the "Deposit Agreements"), the calculation
agreement dated May 27, 2004 pertaining to the Series G Preferred Shares (the
"Calculation Agent Agreement") and the calculation agreement dated May 27, 2004
pertaining to the Series F Preferred Shares (together with the Calculation Agent
Agreement, the "Calculation Agent Agreements"). Each of First Industrial
Financing Partnership, L.P. (the "Financing Partnership"), First Industrial
Securities, L.P. ("Securities, L.P."), First Industrial Mortgage Partnership,
L.P. (the "Mortgage Partnership") and First Industrial Pennsylvania, L.P.
("FIP"), First Industrial Harrisburg, L.P. ("FIH") and First Industrial
Indianapolis, L.P. ("FII") (the Financing Partnership, Securities, L.P., the
Mortgage Partnership, FIH, FII 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. First Industrial Alrai, LLC ("FIA") has been duly
organized and is validly existing as a limited liability company in good
standing under and by virtue of the laws of its jurisdiction of organization.
Each of First Industrial Securities Corporation ("FISC"), First Industrial
Indianapolis Corporation ("FIIC"), First Industrial Finance Corporation
("FIFC"), First Industrial Mortgage Corporation ("FIMC"), First Industrial
Development Services, Inc. ("FIDSI") and First Industrial Pennsylvania
Corporation ("FIPC"), (FISC, FIIC, FIFC, FIMC, FIDSI and FIPC 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" or individually as a "Subsidiary"), 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.

     (h) The Company and each of the Corporate Subsidiaries is, and at any
Remarketing 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



                                       5


registration necessary, except where failure to obtain such qualifications or
registration will not have a material adverse effect on (i) 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 825 in service properties owned, directly or indirectly, by the
Company as of March 31, 2004 (collectively, the "Properties" or individually, a
"Property") taken as a whole, (ii) the issuance, validity or enforceability of
the Securities or (iii) the consummation of any of the transactions contemplated
by this Agreement (each a material adverse effect), which jurisdictions of
foreign qualification or registration are identified in Schedule III to the
Underwriting Agreement.

     (i) The Operating Partnership is a limited partnership duly organized and
validly existing under the laws of the State of Delaware, and has due limited
partnership authority to carry on the real estate business in which it is
engaged and to enter into and perform its obligations under this Agreement.

     (j) The Operating Partnership is duly qualified to transact business as a
foreign company and is in good standing in any other jurisdiction in which such
qualification is necessary, except to the extent that the failure to so qualify
or be in good standing would not have a Material Adverse Effect.

     (k) This Agreement has been duly authorized, executed, and delivered by the
Company and the Operating Partnership.

     (l) The Preferred Shares have been duly authorized by the Series F Articles
Supplementary and the Series G Articles Supplementary and are validly issued and
(subject to the terms of the Series F Articles Supplementary and the Series G
Articles Supplementary) fully paid and non-assessable and conform in all
material respects to all statements relating thereto contained in any applicable
final prospectus (and any supplement thereto); the Preferred Shares are not
subject to any preemptive or other similar right; and (subject to the terms of
the Series F Articles Supplementary and the Series G Articles Supplementary)
holders of Preferred Shares will be entitled to the same limitation of personal
liability under Maryland law as extended to stockholders of private corporations
for profit.

     (m) The Deposit Agreements and the Calculation Agent Agreements have been
duly and validly authorized, executed and delivered by the Company and, assuming
due authorization, execution, and delivery by the Depositary and Calculation
Agent, as the case may be, constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
to the extent that enforcement thereof may be limited by the (1) bankruptcy,
insolvency, reorganization, receivership, liquidation, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights, generally, or (2)
general principles of equity (regardless of whether enforcement is considered in
a proceeding at law or in equity), and each of this Agreement, the Series F
Remarketing Agreement, the Deposit Agreements and the Calculation Agent
Agreements will conform in all material respects to all statements relating
thereto contained in any applicable prospectus.

     (n) Neither the Company, the Operating Partnership nor any of the Company's
Subsidiaries is or, after giving effect to the applicable Remarketing, will be,
an "investment company" or an entity "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended (the "1940
Act").



                                       6


     (o) The execution, delivery and performance (i) by the Company and the
Operating Partnership of this Agreement, the Series F Remarketing Agreement, the
Preferred Shares and the Calculation Agent Agreements, to the extent they are a
party thereto, and (ii) by the Company of the Series F Articles Supplementary,
the Series G Articles Supplementary and the Deposit Agreements and the
consummation by the Company and the Operating Partnership of the transactions
contemplated herein and therein and compliance by the Company and the Operating
Partnership with their respective obligations hereunder and thereunder have been
duly authorized by all necessary action (corporate or otherwise) on the part of
the Company and the Operating Partnership and do not and will not result in any
violation of the charter or bylaws of the Company, the certificate of limited
partnership and the agreement of limited partnership of the Operating
Partnership, the Series F Articles Supplementary or the Series G Articles
Supplementary and do not and will not conflict with, or result in a breach of
any of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance, upon any property
or assets of the Company under (A) any contract, indenture, mortgage, loan
agreement, note, lease, or other agreement or instrument to which the Company or
the Operating Partnership is a party, or by which either of them may be bound,
or to which any of their properties may be subject (except for conflicts,
breaches or defaults which would not, individually or in the aggregate, be
materially adverse to the Company or materially adverse to the transactions
contemplated by this Agreement), or (B) any existing applicable law, rule,
regulation, judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, or any regulatory body or
administrative agency or other governmental body having jurisdiction over the
Company or any of its properties.

     (p) No Material authorization, approval, consent or order of, or any filing
or declaration with, any court or governmental authority or agency or any other
entity is necessary in connection with the Company or the Operating Partnership
entering into this Agreement or in connection with the applicable Remarketing or
the transactions contemplated by this Agreement, except (A) such as may be
required under, and have been obtained from, the Securities Act or the rules and
regulations thereunder; (B) such as may be required under, and have been
obtained from, Maryland General Corporation Law; and (C) such consents,
approvals, authorizations, registrations, or qualifications as may be required
under, and have obtained from, state securities or "blue sky" laws.

     (q) The financial statements, supporting schedules and related notes
included in, or incorporated by reference in, any applicable registration
statement, preliminary prospectus or final prospectus (and any amendments or
supplements thereto) 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 throughout the entire period involved, except as otherwise
disclosed in such prospectus. The financial information and data included in any
applicable registration statement and any applicable 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 such registration statement and such prospectus and the books and records of
the respective entity or entities or group presented or included therein. Except
as otherwise noted in such prospectus, pro forma and/or as adjusted financial
information included or incorporated by reference in such 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



                                       7


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 Company's
and the Operating Partnership's ratio of combined fixed charges and preferred
stock dividends to earnings included in such prospectus and in Exhibit 12 to
such 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 their respective
Subsidiaries or any predecessor of the Company and/or the Operating Partnership
are required by the Securities Act or the Exchange Act to be included in such
registration statement or such prospectus. PricewaterhouseCoopers LLP (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 their respective Subsidiaries as required by the
Securities Act.

     (r) As of an applicable Remarketing Date, the Company, the Operating
Partnership and each of the Subsidiaries will have good and marketable title to
all properties and assets described in an applicable prospectus as owned by it,
free and clear of all liens, encumbrances, claims, security interests and
defects, except such as are described in any applicable registration statement
or 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.

     (s) To the knowledge of the Company: (i) 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; (ii) 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 (iii) 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.

     (t) 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.

     (u) Except as disclosed in any applicable prospectus, and, except for
activities, conditions, circumstances or matters that would not have a Material
Adverse Effect; (i) to the knowledge of 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; (ii) 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 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



                                       8


under, or any violations of, any Environmental Law or give rise to the
imposition of any Lien (as defined below), under any Environmental Law; (iii)
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; (iv) 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 (v) 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, 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



                                       9


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.

     (v) The Depositary Shares and depositary shares representing Series F
Preferred Shares will have an investment grade rating from one or more
nationally recognized statistical rating organization(s).

     (w) To the knowledge of the Company or the Operating Partnership, after due
inquiry, except as set forth in any applicable registration statement or
prospectus, there are no actions, suits, proceedings, investigations or
inquiries, pending or, after due inquiry, threatened against or affecting the
Operating Partnership or the Company or any of their Subsidiaries or any of
their respective officers or directors in their capacity as such or of which any
of their respective properties or assets 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.

     (x) The Company and the Operating Partnership are organized and operate in
a manner so that the Company qualifies as a real estate investment trust
("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Company has elected to be taxed as a REIT under
the Code commencing with the taxable year ended December 31, 1994. The Company
and the Operating Partnership intend to continue to be organized and operate so
that the Company shall qualify as a REIT for the foreseeable future, unless the
Company's board of trustees determines that it is no longer in the best
interests of the Company to be so qualified.

     (y) Each of the Operating Partnership and the Company 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.

     Section 3. Fees and Expenses. (a) For the performance of its services as
Remarketing Agent in connection with Remarketings hereunder, the Company agrees
to pay to the Remarketing Agent a fee on each Remarketing Settlement Date, in an
amount customary for the types of services provided by the Remarketing Agent
hereunder and as shall be mutually agreed upon between the Company and the
Remarketing Agent.

     (b) The Company agrees to pay (i) the costs incident to the preparation and
filing of any registration statements and any amendments thereto required in
connection with this Agreement; (ii) the costs incident to the preparation,
printing, and distribution of any prospectus (preliminary or final) and any
supplements thereto required in connection with this Agreement; (iii) the fees
and expenses of qualifying Remarketed Securities under the securities laws of
the several jurisdictions as provided in Section 4(g) and of preparing,
printing, and distributing a blue sky survey (including related fees and
expenses of counsel to the Remarketing Agent); (iv) all other costs and expenses
incident to the performance of the obligations of the Company and the



                                       10


Operating Partnership hereunder; and (v) the fees and expenses of counsel and
accountants for the Company.

     Section 4. Further Agreements of the Company. The Company agrees:

     (a) To prepare any registration statement, preliminary prospectus or final
prospectus, and any amendments and supplements thereto required in connection
with any Remarketing, in a form reasonably acceptable to the Remarketing Agent
and to file any such documents with the Commission pursuant to the Securities
Act as required by the Securities Act.

     (b) To advise the Remarketing Agent, promptly after it receives notice
thereof, of the time when any registration statement or any amendment thereto
has been filed with the Commission or becomes effective, and when any prospectus
(preliminary or final) or any supplement thereto has been filed, in each such
case excluding documents incorporated by reference therein; during the term of
this Agreement and the Series F Remarketing Agreement, to file promptly all
reports and any definitive proxy or information statements required to be filed
by the Company and the Operating Partnership with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; to advise the Remarketing
Agent, promptly after it receives notice thereof, of the issuance by the
Commission of any stop order with respect to any registration statement or
amendment thereof filed in connection with this Agreement or the Series F
Remarketing Agreement, or of any order preventing or suspending the use of any
prospectus (preliminary or final) or any supplement thereto filed or prepared in
connection with this Agreement or the Series F Remarketing Agreement, of the
suspension of the qualification of any Remarketed Securities or Series F
Preferred Shares for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of any such registration statement
or prospectus or amendment or supplement thereto or for additional information;
and, in the event of the issuance of any stop order with respect to any
registration statement or any amendment thereto or of any order preventing or
suspending the use of any prospectus or supplement thereto or suspending any
such qualification, to use promptly its best efforts to obtain its withdrawal.

     (c) To furnish to the Remarketing Agent (i) conformed copies of any
registration statement prepared in connection with this Agreement as originally
filed with the Commission and each amendment thereto (in each case excluding
exhibits), any preliminary or final prospectus prepared in connection with this
Agreement and any supplements thereto; copies of the Series F Articles
Supplementary, the Series G Articles Supplementary and the Calculation Agent
Agreements, and any amendment to any thereof, and each report or other document
mailed or made available to holders of Remarketed Securities; (ii) if the
delivery of a prospectus is required at any time in connection with a
Remarketing and if at such time any event has occurred as a result of which the
prospectus as then supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made
when such prospectus is delivered, not misleading, or if for any other reason in
the opinion of counsel to the Company or the Remarketing Agent it shall be
necessary during such same period to amend or supplement the applicable
registration statement or prospectus or to file under the Exchange Act any
document incorporated by reference in the prospectus in order to comply with the
Securities Act or the Exchange Act, to notify the Remarketing Agent and to file
such document and to prepare and furnish without charge to the Remarketing Agent
and to any dealer in Depositary Shares as many copies as the Remarketing Agent
may from time to time reasonably request of an amended or supplemented
prospectus which will correct such statement or omission or effect such


                                       11


compliance; and (iii) such other information as the Remarketing Agent may
reasonably request from time to time, in such form as the Remarketing Agent may
reasonably request.

     (d) To furnish to the Remarketing Agent, without charge, as many copies of
any registration statement, preliminary prospectus or final prospectus prepared
in connection with this Agreement, and any amendments and supplements thereto as
the Remarketing Agent may reasonably request.

     (e) Prior to making any amendment to any registration statement or
supplement to any preliminary or final prospectus filed or prepared in
connection with this Agreement and the Series F Remarketing Agreement, to
furnish a copy thereof to the Remarketing Agent and counsel to the Remarketing
Agent, and not effect any such amendment or supplement thereto to which the
Remarketing Agent shall reasonably object by notice to the Company after a
reasonable period to review.

     (f) If, at any time on or after the commencement of a Remarketing and prior
to the related Remarketing Settlement Date, any event shall occur or condition
exist as a result of which it is necessary, in the opinion of counsel for the
Remarketing Agent or counsel for the Company, to amend or supplement any
preliminary or final prospectus in order that such preliminary or final
prospectus will not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not
misleading in light of the circumstances existing at the time it is delivered in
connection with the Remarketing, or if it is necessary to amend any registration
statement or supplement any preliminary or final prospectus to comply with
applicable law, to promptly prepare such amendment or supplement as may be
necessary to correct such untrue statement or omission or so that such document,
as so amended or supplemented, will comply with applicable law and to furnish
you such number of copies as the Remarketing Agent may reasonably request.

     (g) Promptly from time to time to take such action as the Remarketing Agent
may reasonably request to qualify the Remarketed Securities for offering and
sale under the securities or "blue sky" laws of such jurisdictions as the
Remarketing Agent may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of the Remarketed Securities;
provided, that in connection therewith, the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction in which it is not so qualified or to submit to any
requirements which it deems unduly burdensome.

     (h) The Company will make generally available to its security holders as
soon as reasonably practicable, but not later than 90 days after the close of
the period covered thereby, an earnings statement of the Company (in form
complying with the provisions of Rule 158 of the rules and regulations under the
Securities Act) covering a twelve-month period beginning not later than the
first day of the Company's fiscal quarter next following the "effective date"
(as defined in Rule 158) of any registration statement filed in connection with
this Agreement.

     (i) During the period when a prospectus is required to be delivered under
the Securities Act or the Exchange Act in connection with sale of Remarketed
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.



                                       12


     (j) The Company will use its best efforts to continue to qualify as a REIT
under Sections 856 through 860 of the Code unless the Company's board of
trustees determines that it is no longer in the best interests of the Company to
be so qualified.

     (k) The Company will use its reasonable best efforts to take all reasonable
action necessary to enable Standard & Poor's Corporation ("S&P") and Moody's
Investors Services, Inc. ("Moody's") or any other nationally recognized rating
organization to provide their respective credit ratings.


     Section 5. Conditions to the Remarketing Agent's Obligations. The
obligations of the Remarketing Agent hereunder are subject to the accuracy, on
and as of the date when made, of the representations and warranties of the
Company and the Operating Partnership contained herein, to the performance by
the Company and the Operating Partnership of their respective obligations
hereunder, and to each of the following additional terms and conditions:

     (a) The Remarketing Agent shall not have discovered and disclosed to the
Company on or prior to the Remarketing Date, or during the period between the
Remarketing Date and the Remarketing Settlement Date, that any applicable
registration statement, preliminary prospectus or final prospectus or any
amendment or supplement thereto contains any untrue statement of a fact which,
in the opinion of Clifford Chance US LLP, or such other counsel for the
Remarketing Agent, is material or omits to state any fact which, in the opinion
of such counsel, is material and is required to be stated therein, or is
necessary to make the statements therein not misleading.

     (b) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Series F Remarketing
Agreement, the Series F Articles Supplementary, the Series G Articles
Supplementary, the Deposit Agreements, the Preferred Shares, the Depositary
Shares, any applicable registration statement, preliminary prospectus and/or
final prospectus and any amendments or supplements thereto and all other legal
matters relating to this Agreement and the transactions contemplated hereby
shall be reasonably satisfactory in all respects to counsel for the Remarketing
Agent, and the Company and the Operating Partnership shall have furnished to
such counsel all documents and information that they may reasonably request to
enable them to pass upon such matters.

     (c) On any Remarketing Settlement Date, Cahill Gordon & Reindel LLP, or
such other counsel satisfactory to the Remarketing Agent, shall have furnished
to the Remarketing Agent their written opinion, as counsel to the Company and
the Operating Partnership, addressed to the Remarketing Agent and dated such
date, in form and substance to the effect set forth in Exhibit A hereto, and to
the extent not to such effect, in form and substance reasonably acceptable to
the Remarketing Agent.

     (d) On any Remarketing Settlement Date, Barack Ferrazzano Kirschbaum,
Perlman & Nagelberg, or such other counsel satisfactory to the Remarketing
Agent, shall have furnished to the Remarketing Agent their written opinion,
addressed to the Remarketing Agent and dated such date, in form and substance
reasonably satisfactory to the Remarketing Agent, to the effect set forth in
Exhibit B hereto and to such further effect as counsel to the Remarketing Agent
may reasonably request.

     (e) On any Remarketing Settlement Date, McGuire Woods L.L.P., or such other
counsel satisfactory to the Remarketing Agent, shall have furnished to the
Remarketing Agent their written opinion, on certain matters of Maryland law
relating to the validity of the Preferred



                                       13


Shares, addressed to the Remarketing Agent and dated such date, in form and
substance reasonably satisfactory to the Remarketing Agent, to the effect set
forth in Exhibit C hereto and to such further effect as counsel to the
Remarketing Agent may reasonably request.

     (f) On any Remarketing Settlement Date, Clifford Chance US LLP, or such
other counsel satisfactory to the Remarketing Agent, shall have furnished to the
Remarketing Agent their written opinion, addressed to the Remarketing Agent and
dated such date, in form and substance reasonably satisfactory to the
Remarketing Agent, to the effect set forth in Exhibit D hereto.

     (g) On any Remarketing Settlement Date, PricewaterhouseCoopers, LLP, or
such other firm of independent public accountants performing services for the
Company, shall have furnished to the Remarketing Agent a "comfort letter" of
such accountants, addressed to the Remarketing Agent and dated such date, in
form and substance reasonably satisfactory to the Remarketing Agent.

     (h) At the commencement date with respect to marketing efforts to investors
in connection with any Remarketing (a "Commencement Date") and on the related
Remarketing Date and Remarketing Settlement Date, there shall not have been,
since the respective dates as of which information is given in any applicable
registration statement or preliminary or final prospectus (or any amendment or
supplement thereto), any material adverse change in the condition, financial or
otherwise, or in the earnings or business affairs of the Company or the
Operating Partnership and the Company's Subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, and the
Remarketing Agent shall have received certificates of a Vice President of the
Company and of the chief financial or chief accounting officer of the Company on
behalf of the Company itself and as general partner of the Operating
Partnership, and dated as of each such date, to the effect that (i) there has
been no such material adverse change, (ii) the representations and warranties in
Section 2 hereof are true and correct with the same force and effect as though
expressly made at and as of the Remarketing Settlement Date and (iii) the
Company and the Operating Partnership have complied in all material respects
with all agreements and satisfied all conditions on their part to be performed
or satisfied at or prior to such date.

     (i) Subsequent to the execution and delivery of this Agreement and prior to
any Remarketing Settlement Date, there shall not have occurred any downgrading,
nor shall any notice have been given of (i) any intended or potential
downgrading or (ii) any review or possible change that does not indicate an
improvement in the rating accorded to the Preferred Shares by any "nationally
recognized statistical rating organization," as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act.

     (j) On any Remarketing Settlement Date, the Preferred Shares shall have the
same ratings accorded by any "nationally recognized statistical organization,"
as defined by the Commission for purposes of Rule 436(g)(2) under the Securities
Act, as when they were first issued, and the Company shall have delivered to the
Remarketing Agent a letter, dated as of such date, from each such rating
organization, or other evidence satisfactory the Remarketing Agent, confirming
that the Preferred Shares have such ratings. Since the date hereof, there shall
not have occurred a downgrading in the rating assigned to the Preferred Shares
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 Preferred Shares or any of the
Company's securities or the Operating Partnership's other securities.



                                       14


     (k) Without the prior written consent of the Remarketing Agent, the Series
F Articles Supplementary and the Series G Articles Supplementary shall not have
been amended in any manner, or otherwise contain any provision not contained
therein as of the date hereof that, in the opinion of the Remarketing Agent,
materially changes the nature of the Remarketed Securities or the Remarketing
Procedures.

     (l) Subsequent to the Commencement Date of any Remarketing, there shall not
have occurred any of the following: (i) 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, (ii) trading in
securities on 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 shall
have been generally suspended, or there shall have been a material disruption in
settlement of securities generally, (iii) minimum or maximum ranges for prices
shall have been generally established on the New York Stock Exchange by the
Commission or by the New York Stock Exchange, (iiv) a general banking moratorium
shall have been declared by federal or New York State authorities, (v) any major
disruption of settlements of securities or clearance services in the United
States; or (vi) there shall have occurred any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war by
the United States Congress or any other substantial national or international
calamity, crisis or emergency (including without limitation, acts of terrorism)
affecting the United States, in any such case provided for in clauses (i)
through (vi) with the result that, in the reasonable judgment of the Remarketing
Agent, the marketability of the Remarketed Securities shall have been materially
impaired.

     All opinions, letters, evidence, and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Remarketing Agent.

     Section 6. Indemnification. (a) The Company and the Operating Partnership
jointly and severally agree to indemnify and hold harmless the Remarketing
Agent, each of its directors, officers and employees and each person, if any,
who controls the Remarketing Agent within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Securities Act, Exchange Act or otherwise, and to
reimburse the Remarketing Agent and such other persons, if any, for any legal or
other expenses incurred by them in connection with defending any actions,
insofar as such losses, claims, damages, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in any registration statement, preliminary prospectus or final
prospectus or in any amendments or supplements thereto, or in any filings
pursuant to Section 13 or 14 of the Exchange Act which are incorporated by
reference in any registration statement, preliminary prospectus or final
prospectus as so amended or supplemented, or arise out of or are based upon 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, liabilities or actions arise out
of or are based upon any such untrue statement or alleged untrue statement or
omission or alleged omission which was made in such registration statement,
preliminary prospectus or final prospectus in reliance upon and in conformity
with information furnished in writing to the Company expressly for use therein
and except that this indemnity with respect to any preliminary prospectus or
final prospectus, if the Company and the Operating Partnership shall have
furnished any amendment or supplement thereto, shall not inure to the benefit of
the Remarketing Agent (or of any person controlling the Remarketing Agent) on
account of any losses, claims, damages, liabilities or actions arising from the
sale of the



                                       15


Remarketed Securities to any person if a copy of the preliminary prospectus or
the final prospectus (exclusive of documents incorporated therein by reference
pursuant to Item 12 of Form S-3), as the same may then be amended or
supplemented, shall not have been sent or given by or on behalf of the
Remarketing Agent to such person with or prior to the written confirmation of
the sale involved and the untrue statement or alleged untrue statement or
omission or alleged omission was corrected in the final prospectus as
supplemented or amended at the time of such confirmation; provided, that the
foregoing indemnity with respect to any preliminary prospectus shall not inure
to the benefit of the Remarketing Agent (or to the benefit of the person
controlling such Remarketing Agent) from whom the person asserting any such
losses, claims, damages or liabilities purchased Remarketed Securities if such
untrue statement or omission or alleged untrue statement or omission made in
such preliminary prospectus or preliminary prospectus supplement that was the
cause of such losses, claims, damages or liabilities, 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 Remarketed Securities to such person, provided further that
the Company and the Operating Partnership shall have complied with their
obligations under Section 4 hereof with respect to the Prospectus (as so amended
or supplemented). The Remarketing Agent agrees, within ten days after the
receipt by it of notice of the commencement of any action in respect of which
indemnity may be sought by it, or by any other person entitled to
indemnification hereunder, from the Company and the Operating Partnership on
account of its agreement contained in this Section 6, to notify the Company and
the Operating Partnership in writing of the commencement thereof, but the
omission of the Remarketing Agent so to notify the Company and the Operating
Partnership of any such action shall not release the Company and the Operating
Partnership from any liability which it may have to the Remarketing Agent or to
such controlling person otherwise than on account of the indemnity agreement
contained in this Section 6. In case any such action shall be brought against
the Remarketing Agent or any such other person entitled to indemnification
hereunder, the Remarketing Agent shall notify the Company and the Operating
Partnership of the commencement thereof as above provided, the Company and the
Operating Partnership shall be entitled to participate in (and, to the extent
that they shall wish, including the selection of counsel, to direct) the defense
thereof, at their own expense. In case the Company and the Operating Partnership
elect to direct such defense and select such counsel, the Remarketing Agent or
any such other indemnified person shall have the right to employ its own
counsel, but, in any such case, the fees and expenses of such counsel shall be
at the expense of the Remarketing Agent or such other person unless the
employment of such counsel has been authorized in writing by the Company and the
Operating Partnership in connection with defending such action. No indemnifying
party shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not
include any statement as to, or an admission of, fault, culpability or a failure
to act, by or on behalf of any indemnified party. In no event shall any
indemnifying party have any liability or responsibility in respect of the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim effected without its prior
written consent.

     (b) The Remarketing Agent agrees to indemnify and hold harmless the
Company, its directors and such of its officers who have signed any registration
statement filed pursuant to this Agreement, and each person, if any, who
controls the Company or the Operating Partnership



                                       16


within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act to the same extent and upon the same terms as the indemnity
agreement of the Company or the Operating Partnership set forth in Section 6(a)
hereof, but only with respect to alleged untrue statements or omissions made in
any registration statement, preliminary prospectus, or final prospectus, or such
documents as amended or supplemented, in reliance upon and in conformity with
information furnished in writing to the Company and the Operating Partnership
by, or through, the Remarketing Agent expressly for use therein.

     Section 7. Resignation and Removal of Remarketing Agent. The Remarketing
Agent may resign and be discharged from its duties and obligations hereunder,
and the Company may remove the Remarketing Agent, by giving 30 days' prior
written notice, in the case of a resignation, to the Company and the Depositary
Participant, and, in the case of a removal, such removed Remarketing Agent and
the Depositary Participant; provided, however, that (i) the Company may not
remove the Remarketing Agent unless (A) the Remarketing Agent becomes involved
as debtor in a bankruptcy, insolvency or similar proceeding, (B) the Remarketing
Agent shall not be among the five underwriters with the largest volume
underwritten in dollars, on a lead or co-managed basis, of U.S. domestic
preferred securities during the twelve-month period ended as of the last
calendar quarter preceding the Scheduled Remarketing Date, (C) the Remarketing
Agent shall be subject to any restriction preventing the performance of its
obligations hereunder or (D) the distribution rates provided by the Remarketing
Agent in connection with remarketings of securities by it in the twelve month
period ended as of the end of the last calendar quarter preceding a Remarketing
Date shall not be among the lowest remarketing distribution rates provided by
the top three underwriters during such 12 month period and (ii) no such
resignation nor any such removal shall become effective until the Company shall
have appointed at least one nationally recognized broker-dealer as successor
Remarketing Agent and such successor Remarketing Agent shall have entered into a
remarketing agreement with the Company in which it shall have agreed to conduct
the Remarketing in accordance with the Remarketing Procedures. In such case, the
Company will use its best efforts to appoint a successor Remarketing Agent and
enter into such a remarketing agreement with such person as soon as reasonably
practicable. The provisions of Sections 3 and 6 shall survive the resignation or
removal of the Remarketing Agent pursuant to this Agreement.

     Section 8. Dealing in the Remarketed Securities. The Remarketing Agent,
when acting as a Remarketing Agent or in its individual or any other capacity,
may, to the extent permitted by law, buy, sell, hold and deal in any Remarketed
Securities. Notwithstanding the foregoing, the Remarketing Agent is not
obligated to purchase any Remarketed Securities that would otherwise remain
unsold in a Remarketing. The Remarketing Agent may exercise any vote or join in
any action which any beneficial owner of Remarketed Securities may be entitled
to exercise or take pursuant to the Series F Articles Supplementary and the
Series G Articles Supplementary with like effect as if it did not act in any
capacity hereunder. The Remarketing Agent, in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial or
other transaction with the Company as freely as if it did not act in any
capacity hereunder.

     Section 9. Remarketing Agent's Performance; Duty of Care. The duties and
obligations of the Remarketing Agent shall be determined solely by the express
provisions of this Agreement, the Series F Remarketing Agreement, the Series F
Articles Supplementary and the Series G Articles Supplementary. No implied
covenants or obligations of or against the Remarketing Agent shall be read into
this Agreement, the Series F Remarketing Agreement, the Series F Articles
Supplementary or the Series G Articles Supplementary. In the absence of bad
faith on the part of the Remarketing Agent, the Remarketing Agent may
conclusively rely upon any document furnished to it, which purports to conform
to the requirements of this Agreement, the Series F



                                       17


Remarketing Agreement, the Series F Articles Supplementary or the Series G
Articles Supplementary as to the truth of the statements expressed in any of
such documents. The Remarketing Agent shall be protected in acting upon any
document or communication reasonably believed by it to have been signed,
presented or made by the proper party or parties. The Remarketing Agent, acting
under this Agreement, shall incur no liability to the Company or to any holder
of Remarketed Securities in its individual capacity or as Remarketing Agent for
any action or failure to act, on its part in connection with a Remarketing or
otherwise, except if such liability is judicially determined to have resulted
from gross negligence or willful misconduct on its part.

     Section 10. Termination. This Agreement shall terminate as to the
Remarketing Agent on the effective date of the resignation or removal of the
Remarketing Agent pursuant to Section 7.

     In addition, the obligations of the Remarketing Agent hereunder with
respect to a specific Remarketing may be terminated by it by notice given to the
Company prior to 10:00 A.M., New York City time, on the applicable Remarketing
Date if, prior to that time, any of the events described in Sections 5(h), (i),
(j), (k) or (l) herein shall have occurred or if the Remarketing Agent shall
decline to perform its obligations under this Agreement for any reason permitted
hereunder.

     The Company and the Operating Partnership may elect to terminate a specific
Remarketing at any time prior to an Election Date with respect to such
Remarketing.

     Section 11. Notices. All statements, requests, notices and agreements
hereunder shall be in writing, and:

     (a) if to the Remarketing Agent, shall be delivered or sent by mail, telex
or facsimile transmission to Lehman Brothers Inc., 745 7th Avenue, New York, New
York 10019, Attention: Syndicate Department (Fax: (646) 758-2018);

     (b) if to the Company or the Operating Partnership shall be delivered or
sent by mail, telex or facsimile transmission to the address of the Company set
forth in the prospectus or any supplement thereto, Attention: John H. Clayton,
Esq. (Fax: (312) 922-9851).

     Any such statements, requests, notices or agreements shall take effect at
the time of receipt thereof.

     Section 12. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Remarketing Agent, the Company
and their respective successors. This Agreement and the terms and provisions
hereof are for the sole benefit of only those persons, except that (x) the
representations, warranties, indemnities and agreements of the Company contained
in this Agreement shall also be deemed to be for the benefit of the directors,
officers and employees of the Remarketing Agent and the person or persons, if
any, who control the Remarketing Agent within the meaning of Section 15 of the
Securities Act and (y) the representations, warranties, indemnities and
agreements of the Remarketing Agent contained in this Agreement shall be deemed
to be for the benefit of directors, officers and employees of the Company and
any person controlling the Company or the Operating Partnership within the
meaning of Section 15 of the Securities Act. Nothing in this Agreement is
intended or shall be construed to give any person, other than the persons
referred to in this Section 12, any legal or



                                       18


equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein.

     Section 13. Survival. The respective indemnities, representations,
warranties and agreements of the Company, the Operating Partnership and the
Remarketing Agent contained in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement shall survive the Remarketing and shall
remain in full force and effect, regardless of any investigation made by or on
behalf of any of them or any person controlling any of them.

     Section 14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

     Section 15. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

     Section 16. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.




                                       19




     If the foregoing correctly sets forth the agreement between the Company and
the Remarketing Agent, please indicate your acceptance in the space provided for
that purpose below.

                                Very truly yours,


                                FIRST INDUSTRIAL REALTY TRUST, INC.


                                By: /s/ M. Havala
                                    ------------------------------------
                                       Name:   Michael J. Havala
                                       Title:  Chief Financial Officer





                                FIRST INDUSTRIAL, L.P.

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


                                    By:  /s/ M. Havala
                                         -------------------------------------
                                           Name:   Michael J. Havala
                                           Title:  Chief Financial Officer


Accepted:

LEHMAN BROTHERS INC.


By:  /s/ E.M. Callan
     ---------------------------------------
      Name:   E.M. Callan
      Title:  Managing Director




                                       20




                                                                       EXHIBIT A

                               FORM OF OPINION OF
            COMPANY AND OPERATING PARTNERSHIP COUNSEL TO BE DELIVERED
                            PURSUANT TO SECTION 5(c)

     1. The Company is duly qualified or registered as a foreign corporation to
transact business and is in good standing in each jurisdiction identified where
such qualification is required, and each Corporate Subsidiary is duly qualified
or registered as a foreign corporation to transact business and is in good
standing in each jurisdiction where such qualification is required, in each case
except where the failure to obtain such qualification or registration will not
have a Material Adverse Effect.

     2. The Operating Partnership has been duly formed and is validly existing
as a limited partnership in good standing under the laws of its state of
organization. The Operating Partnership has all requisite partnership power and
authority to own, lease and operate its properties and other assets and to
conduct the business in which it is engaged and proposes to engage, in each
case, as described in any applicable prospectus, and the Operating Partnership
has the partnership power to enter into and perform its obligations under this
Agreement, the Series F Remarketing Agreement and the Underwriting Agreement.
The Operating Partnership is duly qualified or registered as a foreign
partnership and is in good standing in each jurisdiction where such
qualification is required, in each case except where the failure to obtain such
qualification or registration will not have a Material Adverse Effect.

     3. To the knowledge of such counsel, other than shares reserved for
issuance pursuant to the Company's Shareholder Rights Plan, no shares of
preferred stock of the Company are reserved for any purpose. To the knowledge of
such counsel, there are no outstanding securities convertible into or
exchangeable for any preferred stock of the Company and no outstanding options
other than as provided in this Agreement, rights (preemptive or otherwise) or
warrants to purchase or to subscribe for Depositary Shares of preferred stock of
the Company. To the knowledge of such counsel, all of the outstanding
partnership interests of the Operating Partnership has been duly authorized,
validly issued and fully paid and, except for units not owned by the Company,
are owned directly or indirectly by the Company or the Operating Partnership.

     4. To the knowledge of such counsel, none of the Company or the Operating
Partnership is in violation of or default under its charter, bylaws, certificate
of limited partnership or partnership agreement, as the case may be, and none of
such entities is in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any document (as in effect on the
date of such opinion) listed as an exhibit to any applicable registration
statement, each of the Company's and the Operating Partnership's Annual Report
on Form 10-K for the year most recently ended or Quarterly Report on Form 10-Q
for the quarter most recently ended, in each case as amended, if applicable, to
which such entity is a party or by which such entity may be bound, or to which
any of the property or assets of such entity or any Property is subject to or
bound by (it being understood that (i) such counsel need express no opinion with
respect to matters relating to any contract, indenture, mortgage, loan
agreement, note lease, joint venture or partnership agreement or other
instrument or agreement relating to the acquisition, transfer, operation,
maintenance, management or financing of any property or assets of such entity or
any other Property and (ii) such counsel may assume compliance with the
financial covenants contained in any such



                                      A-1


document), except in each case for violations or defaults which in the aggregate
are not reasonably expected to have a Material Adverse Effect.

     5. This Agreement, the Series F Remarketing Agreement and the Underwriting
Agreement were duly and validly authorized, executed and delivered by each of
the Company and the Operating Partnership and the Deposit Agreements and the
Calculation Agent Agreements were duly and validly authorized executed and
delivered by the Company.

     6. Any applicable registration statement has been declared effective under
the Securities Act, any applicable prospectus was filed with the Commission
pursuant to Rule 424 of the Securities Act ("Rule 424"), within the applicable
time period prescribed by Rule 424, and, to the knowledge of such counsel, no
stop order suspending the effectiveness of any applicable registration statement
or any applicable prospectus has been issued and no proceeding for that purpose
is pending or threatened by the Commission.

     7. The execution and delivery of this Agreement, the Series F Remarketing
Agreement, the Series F Articles Supplementary, the Series G Articles
Supplementary, the Deposit Agreements and the Calculation Agent Agreements and
the issuance and sale of the Depositary Shares and the performance by the
Company and the Operating Partnership of their respective obligations under the
Depositary Shares, this Agreement, the Series F Remarketing Agreement, the
Deposit Agreements and the Calculation Agent Agreements, to the extent they are
a party thereto, did not and do not conflict with or constitute a breach or
violation of or default under: (1) any document (as in effect as of the date of
such opinion) listed as an exhibit to any applicable registration statement,
each of the Company's Annual Report on Form 10-K for the year most recently
ended or Quarterly Report on Form 10-Q for the quarter most recently ended, in
each case as amended, if applicable, to which any such entity is a party or by
which it or any of them or any of their respective properties or other assets
may be bound or subject and of which such counsel is aware (it being understood
that (i) such counsel need express no opinion with respect to matters relating
to any contract, indenture, mortgage, loan agreement, note lease, joint venture
or partnership agreement or other instrument or agreement relating to the
acquisition, transfer, operation, maintenance, management or financing of any
property or assets of such entity or any other Property and (ii) such counsel
may assume compliance with the financial covenants contained in any such
document); (2) the certificate of limited partnership or partnership agreement,
as the case may be, of the Operating Partnership and the Financing Partnership
or the articles of incorporation or bylaws, as the case may be, of the Company,
FIFC or FISC; or (3) any applicable law, rule or administrative regulation,
except in each case for conflicts, breaches, violations or defaults that in the
aggregate are not reasonably expected to have a Material Adverse Effect.

     8. To the knowledge of such counsel, no Material authorization, approval,
consent or order of any court or governmental authority or agency or any other
entity is required in connection with the remarketing of the Depositary Shares
hereunder, except such as may be required under the Securities Act, the bylaws,
corporate financing rule and conflict of interest rule of the NASD, or state
securities, "blue sky" or real estate syndication laws, or such as have been
received prior to the date of such opinion.

     9. Any applicable registration statement, at the time it became effective
and any applicable prospectus, as of the date hereof, in each case, other than
the financial statements, including the notes and schedules thereto, or any
other financial statistical data that is found in or derived from the internal
accounting records of the Company, the Operating Partnership or their respective
Subsidiaries set forth in or incorporated by reference therein, as to which



                                      A-2


no opinion need be rendered, complied as to form in all material respects with
the requirements of the Securities Act and the Exchange Act.

     10. The purchasers of the Remarketed Securities are receiving good, valid
and marketable title to the Depositary Shares, free and clear of all security
interests, mortgages, pledges, liens, encumbrances, claims and equities if such
purchasers acquire such Depositary Shares in good faith and without notice of
any such security interests, mortgages, pledges, liens, encumbrances, claims or
equities.

     11. The information in any applicable prospectus under "Description of the
Preferred Shares," "Certain United States Federal Income Tax Consequences,"
"Risk Factors," "Description of Preferred Stock," "Description of Depositary
Shares," "Restrictions on Transfers of Capital Stock," and "Federal Income Tax
Considerations" (as modified by the information in the Prospectus Supplement),
to the extent that it constitutes statements of law, descriptions of statutes,
rules or regulations, or summaries of documents or legal conclusions, has been
reviewed by us and is correct in all material respects and presents fairly the
information required to be disclosed therein.

     12. To such counsel's knowledge, there is no document or contract of a
character required to be described or referred to in any applicable Registration
Statement and any applicable prospectus or to be filed as exhibits thereto by
the Securities Act other than those described or referred to therein or filed as
exhibits thereto, and the descriptions thereof or references thereto are
accurate in all material respects.

     13. The partnership agreement of each of the Operating Partnership,
Securities, L.P. and the Financing Partnership has been duly authorized, validly
executed and delivered by the Company, and is valid, legally binding and
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     14. The Company and the Operating Partnership satisfy all conditions and
requirements for filing any applicable registration statement on Form S-3 under
the Securities Act.

     15. The Company is not required to be registered as an investment company
under the Investment Company Act of 1940, as amended.

     16. We are of the opinion that, commencing with the Company's taxable year
ended December 31, 1994, the Company has been organized and operated in
conformity with the requirements for qualification and taxation as a REIT under
the Code and the Company's current and proposed method of operation (as
represented by the Company to us in a written certificate) will enable it to
continue to meet the requirements for qualification and taxation as a REIT under
the Code.

     In addition, we have participated in conferences with officers and other
representatives of the Company and the Operating Partnership, representatives of
the independent public accountants for the Company and the Operating Partnership
and representatives of the Remarketing Agent at which the contents of any
applicable registration statement and any applicable prospectus and related
matters were discussed. On the basis thereof, but without independent
verification by such counsel of, and without passing upon or assuming any


                                      A-3


responsibility for, the accuracy, completeness or fairness of the statements
contained in any applicable registration statement or any applicable prospectus
or any amendments or supplements thereto, no facts have come to the attention of
such counsel that lead them to believe that (i) any applicable registration
statement, including the documents incorporated therein by reference, at the
time such Registration Statement became effective, contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading or (ii) any applicable prospectus, as of its date or at the
Remarketing Date, contained or contains any untrue statement of a material fact
or omitted or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no opinion with
respect to the financial statements, including the notes and schedules thereto,
or any other financial or statistical data that is found in or derived from the
internal accounting records of the Company, the Operating Partnership or their
respective Subsidiaries set forth in or incorporated by reference into any
applicable registration statement or any applicable prospectus).

_______________________

* Such counsel may rely as to matters of Maryland law upon the opinion of
McGuire Woods L.L.P.

** To the extent no registration statement or prospectus is required under the
Securities Act in connection with the Remarketing, the foregoing opinions shall
be revised as appropriate to reflect such fact.




                                      A-4




                                                                       EXHIBIT B

                    FORM OF OPINION OF COUNSEL TO THE COMPANY
                    TO BE DELIVERED PURSUANT TO SECTION 5(d)

     1. To the knowledge of such counsel, none of the Company or the Operating
Partnership, FIMC, the Mortgage Partnership, FIPC or FIP is in violation of, or
default in connection with the performance or observance of any obligation,
agreement, covenant or condition contained in any or all of that certain
Unsecured Revolving Credit Facility, dated as of September 27, 2002, among the
Operating Partnership, as Borrower, the Company, as Guarantor and General
Partner, Bank One, NA, and certain other banks as lenders, Banc One Capital
Markets, Inc. as Lead Arranger and Sole Book Runner, Bank of America, N.A. as
Syndication Agent, and Commerzbank AG, New York and Grand Cayman Branches and
Wachovia Bank, N.A., as Documentation Agents (all such indebtedness
collectively, the "Credit Documents"), except in each case for defaults that, in
the aggregate, are not reasonably expected to have a Material Adverse Effect.

     2. The execution and delivery of this Agreement, the performance of the
obligations and consummation of transactions set forth herein and therein by the
Company and the Operating Partnership did not and do not conflict with, or
constitute a breach or violation of, or default under: (A) any or all of the
Credit Documents; (B) any applicable law, rule or administrative regulation of
the federal government (or agency thereof) of the United States; or (C) any
order or administrative or court decree issued to or against, or concerning any
or all of the Company, the Operating Partnership, the Partnership Subsidiaries
and the Corporate Subsidiaries, of which, in the cases of clauses (B) and (C)
above, 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.

     3. To the knowledge of such counsel, there are no legal or governmental
proceedings pending or threatened that do, or are likely to, have a Material
Adverse Effect.

     The information in the 10-K under Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Mortgage Loans
Payable" (other than information relating to a certain mortgage loan made
available to First Industrial Financing Partnership, L.P. by Nomura Asset
Capital Corporation) to the extent that it constitutes statements of law,
descriptions of statutes, summaries of principal financing terms of Credit
Documents or legal conclusions, has been reviewed by such counsel and is correct
in all material respects and presents fairly the information disclosed therein.

_______________________

* Such counsel may rely as to matters of Maryland law upon the opinion of
McGuire Woods L.L.P., and as to matters of New York law upon the opinion of
Cahill Gordon & Reindel LLP.

** To the extent no registration statement or prospectus is required under the
Securities Act in connection with the Remarketing, the foregoing opinions shall
be revised as appropriate to reflect such fact.


                                      B-1



                                                                       EXHIBIT C

   FORM OF OPINION OF SPECIAL MARYLAND COUNSEL TO THE COMPANY TO BE DELIVERED
                            PURSUANT TO SECTION 5(e)

     1. 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.

     2. 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 any applicable prospectus, and the Company has the corporate
power and authority to enter into and perform its obligations under this
Agreement, the Series F Remarketing Agreement, the Deposit Agreements and the
Calculation Agent Agreements.

     3. The Company's authorized capitalization consists of 10,000,000 shares of
preferred stock, par value $.01 per share, 100,000,000 shares of common stock,
par value $.01 per share and 65,000,000 shares of excess stock, par value $.01
per share. All of the issued and outstanding shares of capital stock of the
Company have been duly authorized and are validly issued, fully paid and
non-assessable. All the issued and outstanding shares of capital stock of the
Corporate Subsidiaries have been duly authorized and are validly issued, fully
paid and non-assessable and are owned by the Company.

     4. Each of the Remarketed Securities has been duly authorized for issuance
and sale pursuant to this Agreement and the Deposit Agreements, when validly
issued and delivered pursuant to this Agreement against payment of the Purchase
Price, will be duly authorized, validly issued, fully paid and non-assessable.
To the extent Maryland law provides the basis for determination, each of the
purchasers thereof is receiving good, valid and marketable title to the
Remarketed Securities, free and clear of all security interests, mortgages,
pledges, liens, encumbrances, claims and equities if such purchasers acquire
such Remarketed Securities in good faith and without notice of any such security
interests, mortgages, pledges, liens, encumbrances, claims or equities. The
terms of the Remarketed Securities conform in all material respects to all
statements and descriptions related thereto contained in any applicable
registration statement, the Series G Articles Supplementary and any applicable
prospectus. The form of depositary receipt used to evidence the Remarketed
Securities are in due and proper form and comply in all material respects with
all applicable legal requirements. The issuance of the Remarketed Securities is
not subject to any preemptive or other similar rights arising under Maryland
General Corporation Law, the Company's charter or bylaws, as amended to date, or
any agreement of which such counsel is aware.

     5. Each of this Agreement, the Series F Remarketing Agreement, the Series F
Articles Supplementary, the Series G Articles Supplementary, the Deposit
Agreements and the Calculation Agent Agreements was duly and validly authorized
by the Company, on behalf of itself and the Operating Partnership.

     6. The execution and delivery of this Agreement, the Series F Remarketing
Agreement, the Series F Articles Supplementary, the Series G Articles
Supplementary, the Deposit Agreements and the Calculation Agent Agreements, the
performance of the obligations and the consummation of the transaction set forth
herein and therein by the Company will not



                                       C-1


require, to the knowledge of such counsel, any consent, approval, authorization
or other order of 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 bylaws, 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 the case of clause (B) above for
conflicts, breaches, violations or defaults that in the aggregate would not have
a Material Adverse Effect.

     7. 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
Remarketed Securities hereunder, except such as may be required under Maryland
securities, blue sky or real estate syndication laws.

     8. The information in any applicable prospectus under "Certain Provisions
of Maryland Law and First Industrial Realty Trust, Inc.'s Articles of
Incorporation and Bylaws" and "Restrictions on Transfers of Capital Stock", and
"Description of Preferred Stock" and in Part II of any applicable 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.

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

_______________________

* Such counsel may rely as to matters of Illinois law upon the opinion of Barack
Ferrazzano Kirschbaum, Perlman & Nagelberg and as to matters of New York law
upon the opinion of Cahill Gordon & Reindel LLP.

** To the extent no registration statement or prospectus is required under the
Securities Act in connection with the Remarketing, the foregoing opinions shall
be revised as appropriate to reflect such fact.


                                      C-2




                                                                       EXHIBIT D

                               FORM OF OPINION OF
                     CLIFFORD CHANCE US LLP TO BE DELIVERED
                            PURSUANT TO SECTION 5(f)

     1. The Operating Partnership has been duly formed and is validly existing
as a limited partnership in good standing under the laws of its state of
organization.

     2. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its respective jurisdiction of
incorporation.

     3. This Agreement and the Series F Remarketing Agreement were duly and
validly authorized, executed and delivered by each of the Company and the
Operating Partnership and the Deposit Agreements and the Calculation Agent
Agreements were duly and validly authorized executed and delivered by the
Company.

     4. The Remarketed Securities conform in all material respects to the
descriptions thereof in any applicable registration statement and any applicable
prospectus under the caption "Description of Preferred Stock" and under the
caption "Description of the Preferred Shares."

     5. The purchasers of the Remarketed Securities are receiving good, valid
and marketable title to the Remarketed Securities, free and clear of all
security interests, mortgages, pledges, liens, encumbrances, claims and equities
if such purchasers acquire such Remarketed Securities in good faith and without
notice of any such security interests, mortgages, pledges, liens, encumbrances,
claims or equities.

     In addition, we have participated in conferences with officers and other
representatives of the Company and the Operating Partnership, representatives of
the independent public accountants for the Company and the Operating Partnership
and representatives of the Remarketing Agent at which the contents of any
applicable registration statement and any applicable prospectus and related
matters were discussed. On the basis thereof, but without independent
verification by such counsel of, and without passing upon or assuming any
responsibility for, the accuracy, completeness or fairness of the statements
contained in any applicable registration statement or any applicable prospectus
or any amendments or supplements thereto, no facts have come to the attention of
such counsel that lead them to believe that (i) any applicable registration
statement, including the documents incorporated therein by reference, at the
time such Registration Statement became effective, contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading or (ii) any applicable prospectus, as of its date or at the
Remarketing Date, contained or contains any untrue statement of a material fact
or omitted or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no opinion with
respect to the financial statements, including the notes and schedules thereto,
or any other financial or statistical data that is found in or derived from the
internal accounting records of the Company, the Operating Partnership or their
respective Subsidiaries set forth in or incorporated by reference into any
applicable registration statement or any applicable prospectus).





                                       D-1


_______________________

* Such counsel may rely as to matters of Illinois law upon the opinion of Barack
Ferrazzano Kirschbaum, Perlman & Nagelberg, and as to matters of Maryland law
upon the opinion of McGuire Wood L.L.P.

** To the extent no registration statement or prospectus is required under the
Securities Act in connection with the Remarketing, the foregoing opinions shall
be revised as appropriate to reflect such fact.



                                      D-2