As filed with the Securities and Exchange Commission on August 2, 2004
                                                      Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            _________________________

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            _________________________




                                                                                  
              FIRST INDUSTRIAL REALTY TRUST, INC.                                    FIRST INDUSTRIAL, L.P.
     (Exact name of registrant as specified in its charter)          (Exact name of registrant as specified in its charter)

                            Maryland                                                        Delaware
 (State or other jurisdiction of incorporation or organization)         (State or other jurisdiction of incorporation or
                                                                                         organization)

                           36-3935116                                                      36-3924586
            (I.R.S. Employer Identification Number)                         (I.R.S. Employer Identification Number)


                           __________________________


                         311 S. Wacker Drive, Suite 4000
                             Chicago, Illinois 60606
                                 (312) 344-4300
                   (Address, including zip code, and telephone
                         number, including area code, of
                        registrants' principal executive
                                    offices)

                           __________________________

                                   Copies to:

          Michael W. Brennan                         Gerald S. Tanenbaum, Esq.
President and Chief Executive Officer                    Roger Andrus, Esq.
 First Industrial Realty Trust, Inc.                Cahill Gordon & Reindel LLP
   311 S. Wacker Drive, Suite 4000                         80 Pine Street
       Chicago, Illinois 60606                        New York, New York 10005
            (312) 344-4300                                 (212) 701-3000

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                           __________________________


     Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /

                           __________________________




                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                            Proposed Maximum        Proposed Maximum
       Title of Securities             Amount to Be          Offering Price        Aggregate Offering           Amount of
       Being Registered(1)            Registered(2)           Per Unit(3)            Price(2)(3)(4)       Registration Fee(5)(6)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
First Industrial, L.P.
   Debt Securities.............       $375,000,000                N.A.                $375,000,000              $47,512.50
=================================================================================================================================



______________________

(1)  In addition to the Debt Securities registered hereunder, pursuant to Rule
     429 under the Securities Act of 1933, this Registration Statement carries
     forward unsold securities in an amount of $514,165,320 of Common Stock,
     Preferred Stock and Depositary Shares of First Industrial Realty Trust,
     Inc. registered on the Form S-3 (File No. 333-43641), which was declared
     effective on January 27, 1998, and $125,000,000 of Debt Securities of First
     Industrial, L.P. registered on the Form S-3 (File No. 333-57992), which was
     declared effective on July 19, 2001 (together, the "Previous Registration
     Statements"). This Registration Statement constitutes a Post-Effective
     Amendment to each of the Previous Registration Statements, pursuant to
     which such unsold securities may be offered and sold by First Industrial
     Realty Trust, Inc. and First Industrial, L.P.

(2)  In no event will the aggregate maximum offering price of all Debt
     Securities registered under this Registration Statement exceed
     $375,000,000. Any securities registered hereunder may be sold separately or
     as units with the $125,000,000 of Debt Securities and $514,165,320 of
     Common Stock, Preferred Stock or Depositary Shares of First Industrial
     Realty Trust, Inc. registered on the Previous Registration Statements.

(3)  The proposed maximum offering price per unit (a) has been omitted pursuant
     to Instruction II.D. of Form S-3 and (b) will be determined, from time to
     time, by the Registrants in connection with the issuance by the Registrants
     of the securities registered hereunder and under the Previous Registration
     Statements.




(4)  In U.S. dollars, or the equivalent thereof, denominated in one or more
     foreign currencies or in units of two or more foreign currencies or
     composite currencies (such as the Euro).

(5)  Calculated pursuant to Rule 457(o) of the rules and regulations under the
     Securities Act of 1933, as amended.

(6)  The Registration Fee was calculated with respect to only the Debt
     Securities registered hereunder. The Registration Fees with respect to
     those securities being carried forward from the Previous Registration
     Statements have been previously paid.


     The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

================================================================================






Information contained in this prospectus is subject to completion or amendment.
A registration statement relating to these securities has been filed with the
Commission. No securities may be sold nor may offers to buy be accepted prior to
the time the registraion statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of the relevant jurisdiction.




                   SUBJECT TO COMPLETION DATED AUGUST 2, 2004

PROSPECTUS
                                 $1,014,165,320

                       FIRST INDUSTRIAL REALTY TRUST, INC.

                                       and

                             FIRST INDUSTRIAL, L.P.

     First Industrial Realty Trust, Inc. may offer the following securities for
sale through this prospectus from time to time:

     o    shares of common stock;

     o    shares of preferred stock; and

     o    shares of preferred stock represented by depositary shares.

     First Industrial, L.P., the operating partnership of First Industrial
Realty Trust, Inc., may offer up to $500,000,000 of unsecured non-convertible
investment grade debt securities for sale through this prospectus from time to
time.

     We will provide the specific terms of the securities that we are offering
in one or more supplements to this prospectus. Any supplement may also add,
update or change information contained in this prospectus. You should read both
this prospectus and any prospectus supplement together with the additional
information described under "Where You Can Find More Information" before
investing in our securities. The aggregate of the offering prices of securities
covered by this prospectus will not exceed $1,014,165,320.

     The common stock of First Industrial Realty Trust, Inc. is listed on the
New York Stock Exchange under the symbol "FR."

     We may sell offered securities through agents, to or through underwriters
or through dealers, directly to purchasers or through a combination of these
methods of sale. See "Plan of Distribution" for more information.

     This prospectus may not be used to consummate sales of offered securities
unless accompanied by a prospectus supplement.

     Investing in the securities of First Industrial Realty Trust, Inc. or the
Operating Partnership involves risks that are described in the "Risk Factors"
section beginning on page 3 of this prospectus.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

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

               The date of this prospectus is            , 2004.






                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ABOUT THIS PROSPECTUS.........................................................1
THE COMPANY AND THE OPERATING PARTNERSHIP.....................................1
RISK FACTORS..................................................................3
RATIOS OF EARNINGS TO FIXED CHARGES...........................................4
USE OF PROCEEDS...............................................................4
PLAN OF DISTRIBUTION..........................................................5
DESCRIPTION OF DEBT SECURITIES................................................8
DESCRIPTION OF PREFERRED STOCK...............................................21
DESCRIPTION OF DEPOSITARY SHARES.............................................28
DESCRIPTION OF COMMON STOCK..................................................32
CERTAIN PROVISIONS OF MARYLAND LAW AND THE Company'S ARTICLES OF
  INCORPORATION AND BYLAWS...................................................34
RESTRICTIONS ON TRANSFERS OF CAPITAL STOCK...................................37
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS...............................38
Forward-looking STATEMENTS...................................................41
WHERE YOU CAN FIND MORE INFORMATION..........................................41
DOCUMENTS INCORPORATED BY REFERENCE..........................................42
EXPERTS......................................................................43
LEGAL MATTERS................................................................43


                              ____________________

     We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or any prospectus supplement or
to make representations as to matters not stated in this prospectus or any
prospectus supplement. You must not rely on unauthorized information. This
prospectus and any prospectus supplement are not an offer to sell these
securities or our solicitation of your offer to buy the securities in any
jurisdiction where that would not be permitted or legal. The delivery of this
prospectus or any prospectus supplement at any time does not create an
implication that the information contained herein or therein is correct as of
any time subsequent to their respective dates.







                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement First Industrial Realty
Trust, Inc. (the "Company") and First Industrial, L.P. (the "Operating
Partnership") filed with the Securities and Exchange Commission, or SEC,
utilizing the "shelf" registration process, relating to the common stock,
preferred stock, depositary shares and debt securities described in this
prospectus. Under this shelf registration process, the Company and the Operating
Partnership may sell any combination of the securities described in this
prospectus in one or more offerings up to a total amount of $1,014,165,320.

     This prospectus provides you with a general description of the securities
the Company and the Operating Partnership may offer. Each time the Company or
the Operating Partnership sells securities, it will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with the additional information described under
the heading "Where You Can Find More Information."

     As used in this prospectus, "we," "us" and "our" refer to the Company and
its subsidiaries, including the Operating Partnership, unless the context
otherwise requires.

                    THE COMPANY AND THE OPERATING PARTNERSHIP

     The Company is a real estate investment trust, or REIT, subject to Sections
856 through 860 of the Internal Revenue Code of 1986. The Company and its
consolidated partnerships, corporations and limited liability companies are a
self-administered and fully integrated real estate company which owns, manages,
acquires, sells and develops industrial real estate.

     As of March 31, 2004, our portfolio consisted of the following types of
properties:

     o    416 light industrial properties -- Light industrial properties
          generally are of less than 100,000 square feet, have a ceiling height
          of 16 to 21 feet, are comprised of 5% to 50% office space, contain
          less than 50% of manufacturing space and have a land use ratio of 4:1.
          The land use ratio is the ratio of the total property area to that not
          occupied by the building.

     o    130 bulk warehouse properties-- Bulk warehouse buildings generally are
          of more than 100,000 square feet, have a ceiling height of at least 22
          feet, are comprised of 5% to 15% office space, contain less than 25%
          of manufacturing space and have a land use ratio of 2:1.

     o    160 R&D/flex properties-- Research and development/flex buildings
          generally are of less than 100,000 square feet, have a ceiling height
          of less than 16 feet, are comprised of 50% or more of office space,
          contain less than 25% of manufacturing space and have a land use ratio
          of 4:1.

     o    87 regional warehouse properties-- Regional warehouses generally are
          of less than 100,000 square feet, have a ceiling height of at least 22
          feet, are comprised of 5% to 15% of office space, contain less than
          25% of manufacturing space and have a land use ratio of 2:1.

     o    32 manufacturing properties-- Manufacturing properties are a diverse
          category of buildings that generally have a ceiling height of 10 to 18
          feet, are comprised of 5% to 15% of office space, contain more than
          50% of manufacturing space and have a land use ratio of 4:1.

These properties contain approximately 58.5 million square feet of gross
leaseable area located in 22 states.

     Our interests in our properties and land parcels are held through
partnerships, corporations and limited liability companies controlled by the
Company, including the Operating Partnership, of which the Company is the sole
general partner. As of March 31, 2004, the Company held approximately 86.1% of
the outstanding limited partnership units of the Operating Partnership. At that
date, approximately 13.9% of the outstanding limited part-




nership units were held by outside investors, including certain members of the
management of the Company. Each limited partnership unit, other than those held
by the Company, may be exchanged for one share of the Company common stock,
subject to adjustments. Upon each exchange, the number of limited partnership
units held by the Company, and its ownership percentage of the Operating
Partnership, increases. As of March 31, 2004, the Company also owned preferred
general partnership interests in the Operating Partnership with an aggregate
liquidation priority of $250.0 million.

     We utilize an operating approach that combines the effectiveness of
decentralized, locally based property management, acquisition, sales and
development functions with the cost efficiencies of centralized acquisition,
sales and development support, capital markets expertise, asset management and
fiscal control systems. At March 31, 2004, we had 331employees.

     We have grown and will seek to continue to grow through the development of
industrial properties and acquisition of additional industrial properties.

     The Company is a Maryland corporation organized on August 10, 1993, and
which completed its initial public offering in June 1994. The Operating
Partnership is a Delaware limited partnership organized in November 1993. Our
principal executive offices are located at 311 S. Wacker Drive, Suite 4000,
Chicago, Illinois 60606, telephone number (312) 344-4300. Our website is
http://www.firstindustrial.com. The information on our website is not a part of,
and is not incorporated by reference into, this prospectus.




                                      -2-




                                  RISK FACTORS

     Your investment in any of our securities involves certain risks. Prior to
making a decision about investing in our securities, and in consultation with
your own financial and legal advisers, you should carefully consider, among
other matters, the following risk factor, as well as those incorporated by
reference in this prospectus, including our most recent Annual Report on Form
10-K, and those included in the applicable prospectus supplement regarding risks
particular to each type or series of securities that we are offering under that
prospectus supplement.

The Company might fail to qualify or remain qualified as a REIT.

     We intend to operate so as to qualify as a REIT under the Internal Revenue
Code of 1986 (the "Code") Although we believe that we are organized and will
operate in a manner so as to qualify as a REIT, qualification as a REIT involves
the satisfaction of numerous requirements, some of which must be met on a
recurring basis. These requirements are established under highly technical and
complex Code provisions of which there are only limited judicial or
administrative interpretations, and involve the determination of various factual
matters and circumstances not entirely within our control.

     We (through one of our subsidiary partnerships) entered into certain
development agreements in 2000 through 2003, the performance of which has been
completed. Under these agreements, we provided services to unrelated third
parties and certain payments were made by the unrelated third parties for
services provided by certain contractors hired by us. We believe that these
payments were properly characterized by us as reimbursements for costs incurred
by us on behalf of the third parties and do not constitute gross income and did
not prevent us from satisfying the gross income requirements of the REIT
provisions (the "gross income tests"). We have brought this matter to the
attention of the Internal Revenue Service, or IRS. The IRS has not challenged or
expressed any interest in challenging our view on this matter. If the IRS were
to challenge such position and were successful, we might be found not to have
satisfied the gross income tests in one or more of our taxable years. If we were
found not to have satisfied the gross income tests, we could be subject to a
penalty tax as further discussed under "Certain U.S. Federal Income Tax
Considerations" below. However, such noncompliance should not adversely affect
our status as a REIT as long as such noncompliance was due to reasonable cause
and not to willful neglect, and certain other requirements are met. Although
this cannot be assured, we believe that the risk of losing our REIT status as a
result of these development agreements is remote.

     If we were to fail to qualify as a REIT in any taxable year, we would be
subject to federal income tax, including any applicable alternative minimum tax,
on our taxable income at corporate rates. This could result in a discontinuation
or substantial reduction in dividends to stockholders and in cash to pay
interest and principal on debt securities that we issue. Unless entitled to
relief under certain statutory provisions, we also would be disqualified from
electing treatment as a REIT for the four taxable years following the year
during which we failed to qualify as a REIT. See "Certain U.S. Federal Income
Tax Considerations" below.




                                      -3-




                       RATIOS OF EARNINGS TO FIXED CHARGES

     The Company's ratios of earnings to fixed charges and preferred dividend
requirements for the three months ended March 31, 2004 and for the years ended
December 31, 2003, 2002, 2001, 2000 and 1999 were 1.02x, 1.13x, 1.11x, 1.42x,
1.47x and 1.61x, respectively. For purposes of computing the ratios of earnings
to fixed charges and preferred stock dividends, earnings have been calculated by
adding fixed charges (excluding capitalized interest) to income from continuing
operations before minority interest allocable to continuing operations. Fixed
charges consist of interest cost, whether expensed or capitalized and
amortization of deferred financing costs.

     The Operating Partnership's ratios of earnings to fixed charges for the
three months ended March 31, 2004 and for the years ended December 31, 2003,
2002, 2001, 2000 and 1999 were 1.35x, 1.42x, 1.69x, 2.06x, 2.08x and 2.30x,
respectively. For purposes of computing the ratios of earnings to fixed charges,
earnings have been calculated by adding fixed charges (excluding capitalized
interest) to income from continuing operations. Fixed charges consist of
interest cost, whether expensed or capitalized and amortization of deferred
financing costs.

     The ratios set forth above for the five years ended December 31, 2003 are
subject to adjustment as a result of the adoption of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS 144"), as
described in Note 3 to the consolidated financial statements in 2003 Annual
Report on Form 10-K of the Operating Partnership and of the Company for the year
ended December 31, 2003 and in Note 2 to the consolidated financial statements
in Quarterly Report on Form 10-Q of the Operating Partnership and of the Company
for the quarter ended March 31, 2004. As a result, the adjustment required by
FAS 144 will reduce income from continuing operations and the ratios of earnings
to fixed charges reported above will not agree to the ratios reported in 2003
Annual Report on Form 10-K of the Operating Partnership and of the Company.

                                 USE OF PROCEEDS

     Unless otherwise described in the applicable prospectus supplement, the
Company and the Operating Partnership intend to use the net proceeds from the
sale of securities offered by this prospectus and the applicable prospectus
supplement for general corporate purposes, which may include the acquisition and
development of additional properties, the repayment of outstanding debt, the
redemption of the Company's preferred stock or the improvement of certain
properties already in the Company's portfolio. Any proceeds from the sale of
common stock, preferred stock or depositary shares by the Company will be
invested in the Operating Partnership, which will use the proceeds for the same
purposes.




                                      -4-




                              PLAN OF DISTRIBUTION

     The Company and/or the Operating Partnership may sell offered securities in
any one or more of the following ways from time to time:

     o    through agents;

     o    to or through underwriters;

     o    through dealers;

     o    directly to purchasers; or

     o    through a combination of these methods of sale.

     The prospectus supplement relating to the offered securities will set forth
the terms of the offering and of the offered securities, including:

     o    the name or names of any underwriters, dealers or agents;

     o    the purchase price of the offered securities and the proceeds to the
          Company and/or the Operating Partnership from such sale;

     o    any underwriting discounts and commission or agency fees and other
          items constituting underwriters' or agents' compensation;

     o    any initial public offering price; and

     o    any discounts or concessions allowed or reallowed or paid to dealers
          and any securities exchange on which such offered securities may be
          listed.

Any initial public offering price, discounts or concessions allowed or reallowed
or paid to dealers may be changed from time to time.

     The distribution of the offered securities may be effected from time to
time in one or more transactions:

     o    at a fixed price or prices, which may be changed;

     o    at market prices prevailing at the time of sale;

     o    at prices related to prevailing market prices; or

     o    at negotiated prices.

     Offers to purchase offered securities may be solicited by agents designated
by the Company and/or the Operating Partnership from time to time. Any agent
involved in the offer or sale of the offered securities in respect of which this
prospectus is delivered will be named, and any commissions payable by the
Company and/or the Operating Partnership to the agent will be set forth, in the
applicable prospectus supplement. Underwriters and agents in any distribution
contemplated hereby, including but not limited to at-the-market equity
offerings, may from time to time include Banc One Capital Markets, Inc., Brinson
Patrick Securities Corporation and/or Cantor Fitzgerald & Co. Underwriters or
agents could make sales in sales deemed to be an "at-the-market" offering as
defined in Rule 415 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), including sales made directly on the New York Stock
Exchange, or NYSE, the existing trading market for our common stock, or sales
made to or through a market maker other than on an exchange. At-the-market
offerings made pursuant to this prospectus and



                                      -5-


any accompanying prospectus supplement may not exceed 10% of the aggregate
market value of our outstanding voting securities held by non-affiliates on a
date within 60 days prior to the filing of the registration statement of which
this prospectus is a part. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a reasonable best efforts basis for the
period of its appointment. Any agent may, and if acting as agent in an
at-the-market equity offering will, be deemed to be an underwriter, as that term
is defined in the Securities Act, of the offered securities.

     If offered securities are sold by means of an underwritten offering, the
Company and/or the Operating Partnership will execute an underwriting agreement
with an underwriter or underwriters, and the names of the specific managing
underwriter or underwriters, as well as any other underwriters, and the terms of
the transaction, including commissions, discounts and any other compensation of
the underwriters and dealers, if any, will be set forth in the prospectus
supplement which will be used by the underwriters to make resales of the offered
securities. If underwriters are utilized in the sale of the offered securities,
the offered securities may be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions, including
negotiated transactions, at fixed public offering prices or at varying prices
determined by the underwriters at the time of sale. Offered securities may be
offered to the public either through underwriting syndicates represented by
managing underwriters or directly by the managing underwriters. If any
underwriter or underwriters are utilized in the sale of the offered securities,
unless otherwise indicated in the prospectus supplement, the underwriting
agreement will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters with respect to a sale of
offered securities will be obligated to purchase all such offered securities of
a series if any are purchased.

     The Company and/or the Operating Partnership may grant to the underwriters
options to purchase additional offered securities to cover over-allotments, if
any, at the public offering price, with additional underwriting discounts or
commissions, as may be set forth in the prospectus supplement relating thereto.
If the Company and/or the Operating Partnership grant any over-allotment option,
the terms of the over-allotment option will be set forth in the prospectus
supplement relating to the offered securities.

     If a dealer is utilized in the sales of offered securities in respect of
which this prospectus is delivered, the Company and/or the Operating Partnership
will sell the offered securities to the dealer as principal. The dealer may then
resell the offered securities to the public at varying prices to be determined
by the dealer at the time of resale. Any dealer may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the offered
securities so offered and sold. The name of the dealer and the terms of the
transaction will be set forth in the related prospectus supplement.

     Offers to purchase offered securities may be solicited directly by the
Company and/or the Operating Partnership and the sale may be made by the Company
and/or the Operating Partnership directly to institutional investors or others,
who may be deemed to be underwriters within the meaning of the Securities Act
with respect to any resale thereof. The terms of any such sales will be
described in the related prospectus supplement.

     Offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more remarketing firms, acting as principals for their
own accounts or as agents for the Company and/or the Operating Partnership. Any
remarketing firm will be identified and the terms of its agreements, if any,
with the Company and/or the Operating Partnership and its compensation will be
described in the applicable prospectus supplement. Remarketing firms may be
deemed to be underwriters, as that term is defined in the Securities Act, in
connection with the offered securities remarketed thereby.

     Agents, underwriters, dealers and remarketing firms may be entitled under
relevant agreements entered into with the Company and/or the Operating
Partnership to indemnification by the Company and/or the Operating Partnership
against certain civil liabilities, including liabilities under the Securities
Act, that may arise from any untrue statement or alleged untrue statement of a
material fact or any omission or alleged omission to state a material fact in
this prospectus, any supplement or amendment hereto, or in the registration
statement of which this prospectus forms a part, or to contribution with respect
to payments which the agents, underwriters, dealers or remarketing firms may be
required to make. The terms of any such indemnification or contribution will be
described in the related prospectus supplement.



                                      -6-


     If so indicated in the prospectus supplement, the Company and/or the
Operating Partnership will authorize underwriters or other persons acting as
agents to solicit offers by certain institutions to purchase offered securities
from the Company and/or the Operating Partnership, pursuant to contracts
providing for payments and delivery on a future date. Institutions with which
these contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases these institutions must be approved by
the Company and/or the Operating Partnership. The obligations of any purchaser
under any contract will be subject to the condition that the purchase of the
offered securities shall not at the time of delivery be prohibited under the
laws of the jurisdiction to which the purchaser is subject. The underwriters and
other agents will not have any responsibility in respect of the validity or
performance of these contracts.

     Each series of offered securities will be a new issue and, other than the
common stock of the Company, which is listed on the NYSE, will have no
established trading market. The Company and/or the Operating Partnership may
elect to list any series of offered securities on an exchange or automated
quotation system, and in the case of the common stock of the Company, on any
additional exchange, but, unless otherwise specified in the applicable
prospectus supplement, the Company and/or the Operating Partnership will not be
obligated to do so. No assurance can be given as to the liquidity of the trading
market for any of the offered securities.

     Underwriters, dealers, agents and remarketing firms may engage in
transactions with, or perform services for, the Company and/or the Operating
Partnership and their subsidiaries in the ordinary course of business.




                                      -7-




                         DESCRIPTION OF DEBT SECURITIES

     The debt securities will be issued under an indenture, dated as of May 13,
1997, between the Operating Partnership and U.S. Bank National Association
(formerly known as First Trust National Association), as trustee, which has been
incorporated by reference as an exhibit to the registration statement of which
this prospectus is a part, subject to such amendments or supplements as may be
adopted from time to time. The indenture is subject to and governed by the Trust
Indenture Act of 1939, as amended. The statements made under this heading
relating to the debt securities and the indenture are summaries only, do not
purport to be complete and are qualified in their entirety by reference to the
debt securities and the indenture. All material terms of the debt securities and
the indenture, other than those disclosed in the applicable prospectus
supplement, are described in this prospectus.

     The debt securities to be offered under this prospectus and in any
applicable prospectus supplement will be "investment grade" securities, meaning
that at the time of the offering of the debt securities, at least one nationally
recognized statistical rating organization, as defined in the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), will have rated the debt
securities in one of its generic rating categories that signifies investment
grade. Typically the four highest rating categories, within which there may be
sub-categories or gradations indicating relative standing, signify investment
grades. An investment grade rating is not a recommendation to buy, sell or hold
securities, is subject to revision or withdrawal at any time by the assigning
entity and should be evaluated independently of any other rating.

Terms

     General. The debt securities will be direct unsecured obligations of the
Operating Partnership. The indebtedness represented by the debt securities will
rank equally with all other unsecured and unsubordinated indebtedness of the
Operating Partnership. No partner, whether limited or general, including the
Company, of the Operating Partnership has any obligation for the payment of
principal of, or premium, if any, or interest, if any, on, or any other amount
with respect to, the debt securities. The particular terms of the debt
securities offered by a prospectus supplement, including any applicable federal
income tax considerations, will be described in the applicable prospectus
supplement, along with any applicable modifications of or additions to the
general terms of the debt securities as described in this prospectus and in the
indenture. For a description of the terms of any series of debt securities, you
should read both the prospectus supplement relating to the debt securities and
the description of the debt securities in this prospectus.

     Except as set forth in any prospectus supplement, the debt securities may
be issued without limit as to aggregate principal amount, in one or more series,
in each case as established from time to time by the Operating Partnership or as
set forth in the indenture or in one or more supplemental indentures to the
indenture. All debt securities of one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the holders of the debt securities of such series, for issuance of additional
debt securities of such series.

     The indenture provides that the Operating Partnership may, but need not,
designate more than one trustee, each with respect to one or more series of debt
securities. Any trustee under the indenture may resign or be removed with
respect to one or more series of debt securities, and a successor trustee may be
appointed to act with respect to the series. In the event that two or more
persons are acting as trustee with respect to different series of debt
securities, each trustee shall be a trustee of a trust under the indenture
separate and apart from the trust administered by any other trustee. In that
event and except as otherwise indicated in this prospectus, any action described
in this prospectus to be taken by each trustee may be taken by each such trustee
with respect to, and only with respect to, the one or more series of debt
securities for which it is trustee under the indenture.

     The following summaries set forth general terms and provisions of the
indenture and the debt securities. The prospectus supplement relating to the
applicable series of debt securities will contain further terms of the debt
securities, including the following specific terms:

     o    The title of the debt securities;



                                      -8-


     o    The aggregate principal amount of the debt securities and any limit on
          the aggregate principal amount;

     o    The price, expressed as a percentage of the principal amount thereof,
          at which the debt securities will be issued and, if other than the
          principal amount thereof, the portion of the principal amount thereof
          payable upon declaration of acceleration of maturity;

     o    The date or dates, or the method for determining the date or dates, on
          which the principal of the debt securities will be payable;

     o    The rate or rates, which may be fixed or variable, or the method by
          which the rate or rates shall be determined, at which the debt
          securities will bear interest, if any;

     o    The date or dates, or the method for determining the date or dates,
          from which any interest will accrue, the dates on which any interest
          will be payable, the record dates for interest payment dates, or the
          method by which the dates shall be determined, the persons to whom the
          interest will be payable, and the basis upon which interest shall be
          calculated if other than that of a 360-day year of twelve 30-day
          months;

     o    The place or places where the principal of and premium or make-whole
          amount, if any, and interest, if any, on the debt securities will be
          payable, where the debt securities may be surrendered for registration
          of transfer or exchange and where notices or demands to or upon the
          Operating Partnership in respect of the debt securities and the
          indenture may be served;

     o    The period or periods, if any, within which, the price or prices at
          which, and the other terms and conditions upon which, the debt
          securities may, under any optional or mandatory redemption provisions,
          be redeemed, as a whole or in part, at the option of the Operating
          Partnership;

     o    The obligation, if any, of the Operating Partnership to redeem, repay
          or purchase the debt securities under any sinking fund or analogous
          provision or at the option of a holder thereof, and the period or
          periods within which, the price or prices at which, and the other
          terms and conditions upon which, the debt securities will be redeemed,
          repaid or purchased, as a whole or in part, pursuant to such
          obligation;

     o    If other than U.S. dollars, the currency or currencies in which the
          debt securities are denominated and payable, which may be a foreign
          currency or units of two or more foreign currencies or a composite
          currency or currencies, and the terms and conditions relating thereto;

     o    Whether the amount of payments of principal of and premium or
          make-whole amount, if any, including any amount due upon redemption,
          if any, or interest, if any, on the debt securities may be determined
          with reference to an index, formula or other method, which index,
          formula or method may, but need not, be based on the yield on or
          trading price of other securities, including United States Treasury
          securities, or on a currency, currencies, currency unit or units, or
          composite currency or currencies, and the manner in which such amounts
          shall be determined;

     o    Whether the principal of and premium or make-whole amount, if any, or
          interest on the debt securities of the series are to be payable, at
          the election of the Operating Partnership or a holder of debt
          securities, in a currency or currencies, currency unit or units or
          composite currency or currencies other than that in which the debt
          securities are denominated or stated to be payable, the period or
          periods within which, and the terms and conditions upon which, that
          election may be made, and the time and manner of, and identity of the
          exchange rate agent with responsibility for, determining the exchange
          rate between the currency or currencies, currency unit or units or
          composite currency or currencies in which the debt securities are
          denominated or stated to be payable and the currency or currencies,
          currency unit or units or composite currency or currencies in which
          the debt securities are to be so payable;



                                      -9-


     o    Provisions, if any, granting special rights to the holders of debt
          securities of the series upon the occurrence of such events as may be
          specified;

     o    Any deletions from, modifications of or additions to the events of
          default or covenants of the Operating Partnership with respect to debt
          securities of the series, whether or not such events of default or
          covenants are consistent with the events of default or covenants
          described herein;

     o    Whether and under what circumstances the Operating Partnership will
          pay any additional amounts on the debt securities in respect of any
          tax, assessment or governmental charge and, if so, whether the
          Operating Partnership will have the option to redeem the debt
          securities in lieu of making such payment;

     o    Whether debt securities of the series are to be issuable as registered
          securities, bearer securities (with or without coupons) or both, any
          restrictions applicable to the offer, sale or delivery of bearer
          securities and the terms upon which bearer securities of the series
          may be exchanged for registered securities of the series and vice
          versa, if permitted by applicable laws and regulations, whether any
          debt securities of the series are to be issuable initially in
          temporary global form and whether any debt securities of the series
          are to be issuable in permanent global form with or without coupons
          and, if so, whether beneficial owners of interests in any such
          permanent global security may exchange such interests for debt
          securities of such series and of like tenor of any authorized form and
          denomination and the circumstances under which any such exchanges may
          occur, if other than in the manner provided in the indenture, and, if
          registered securities of the series are to be issuable as a global
          security, the identity of the depository for such series;

     o    The date as of which any bearer securities of the series and any
          temporary global security representing outstanding debt securities of
          the series shall be dated if other than the date of original issuance
          of the first security of the series to be issued;

     o    The person to whom any interest on any registered security of the
          series shall be payable, if other than the person in whose name that
          security, or one or more predecessor securities, is registered at the
          close of business on the regular record date for such interest, the
          manner in which, or the person to whom, any interest on any bearer
          security of the series shall be payable, if otherwise than upon
          presentation and surrender of the coupons appertaining thereto as they
          severally mature, and the extent to which, or the manner in which, any
          interest payable on a temporary global security on an interest payment
          date will be paid if other than in the manner provided in the
          indenture;

     o    Whether the debt securities will be issued in certificated or
          book-entry form;

     o    The applicability, if any, of the defeasance and covenant defeasance
          provisions of the indenture to the debt securities of the series;

     o    If the debt securities of the series are to be issuable in definitive
          form, whether upon original issue or upon exchange of a temporary
          security of the series, only upon receipt of certain certificates or
          other documents or satisfaction of other conditions, then the form
          and/or terms of the certificates, documents or conditions; and

     o    Any other terms of the series, not inconsistent with the Trust
          Indenture Act of 1939, as amended.

     If so provided in the applicable prospectus supplement, the debt securities
may be issued at a discount below their principal amount and provide for less
than the entire principal amount thereof to be payable upon declaration of
acceleration of the maturity thereof. In such cases, all material U.S. federal
income tax, accounting and other considerations applicable to such original
issue discount securities will be described in the applicable prospectus
supplement.



                                      -10-


     Except as may be set forth in any prospectus supplement, the indenture does
not contain any provisions that would limit the ability of the Operating
Partnership to incur indebtedness or that would afford holders of debt
securities protection in the event of a highly leveraged or similar transaction
involving the Operating Partnership or in the event of a change of control.
Restrictions on ownership and transfers of the common stock and preferred stock
of the Company under its Articles of Incorporation are designed to preserve the
Company's status as a REIT and, therefore, may act to prevent or hinder a change
of control. See "Restrictions on Transfers of Capital Stock." Reference is made
to the applicable prospectus supplement for information with respect to any
deletions from, modifications of, or additions to, the events of default or
covenants of the Operating Partnership that are described below, including any
addition of a covenant or other provision providing event risk or similar
protection.

Denomination, Interest, Registration and Transfer

     Unless otherwise provided in the applicable prospectus supplement, the debt
securities of any series will be issuable in denominations of $1,000 and
integral multiples thereof. Where debt securities of any series are issued in
bearer form, the special restrictions and considerations, including special
offering restrictions and special federal income tax considerations, applicable
to those debt securities and to payment on and transfer and exchange of those
debt securities will be described in the applicable prospectus supplement.
Bearer debt securities will be transferable by delivery.

     Unless otherwise provided in the applicable prospectus supplement, any
interest not punctually paid or duly provided for on any interest payment date
with respect to a debt security in registered form, or "defaulted interest,"
will immediately cease to be payable to the holder on the applicable regular
record date and may either be paid to the person in whose name the debt security
is registered at the close of business on a special record date for the payment
of the defaulted interest to be fixed by the trustee, in which case notice
thereof shall be given to the holder of the debt security not less than 10 days
prior to the special record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which such debt securities are listed, all as more completely described in the
indenture.

     Subject to certain limitations imposed upon debt securities issued in
book-entry form, the debt securities of any series will be exchangeable for any
authorized denomination of other debt securities of the same series and of a
like aggregate principal amount and tenor upon surrender of the debt securities
at the corporate trust office of the applicable trustee or at the office of any
transfer agent designated by the Operating Partnership for such purpose. In
addition, subject to certain limitations imposed upon debt securities issued in
book-entry form, the debt securities of any series may be surrendered for
registration of transfer or exchange thereof at the corporate trust office of
the applicable trustee or at the office of any transfer agent designated by the
Operating Partnership for that purpose. Every debt security in registered form
surrendered for registration of transfer or exchange must be duly endorsed or
accompanied by a written instrument of transfer, and the person requesting that
action must provide evidence of title and identity satisfactory to the
applicable trustee or transfer agent. No service charge will be made for any
registration of transfer or exchange of any debt securities, but the Operating
Partnership may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. If the applicable
prospectus supplement refers to any transfer agent, in addition to the
applicable trustee, initially designated by the Operating Partnership with
respect to any series of debt securities, the Operating Partnership may at any
time rescind the designation of any such transfer agent or approve a change in
the location through which any such transfer agent acts, except that the
Operating Partnership will be required to maintain a transfer agent in each
place of payment for that series. The Operating Partnership may at any time
designate additional transfer agents with respect to any series of debt
securities.

     Neither the Operating Partnership nor any trustee shall be required to

     o    issue, register the transfer of or exchange debt securities of any
          series during a period beginning at the opening of business 15 days
          before the selection of any debt securities for redemption and ending
          at the close of business on

          -    if the debt securities are issuable only as registered
               securities, the day of the mailing of the relevant notice of
               redemption, and



                                      -11-


          -    if the debt securities are issuable as bearer securities, the day
               of the first publication of the relevant notice of redemption or,
               if the debt securities are also issuable as registered securities
               and there is no publication, the mailing of the relevant notice
               of redemption;

     o    register the transfer of or exchange any debt security, or portion
          thereof, so selected for redemption, in whole or in part, except the
          unredeemed portion of any debt security being redeemed in part;

     o    exchange any bearer security selected for redemption except that, to
          the extent provided with respect to the bearer security, the bearer
          security may be exchanged for a registered security of that series and
          of like tenor, provided that the registered security shall be
          simultaneously surrendered for redemption; or

     o    issue, register the transfer of or exchange any debt security that has
          been surrendered for repayment at the option of the holder, except the
          portion, if any, of the debt security not to be so repaid.

     Payment in respect of debt securities in bearer form will be made in the
currency and in the manner designated in the applicable prospectus supplement,
subject to any applicable laws and regulations, at such paying agencies outside
the United States as the Operating Partnership may appoint from time to time.
The paying agents outside the United States, if any, initially appointed by the
Operating Partnership for a series of debt securities will be named in the
applicable prospectus supplement. Unless otherwise provided in the applicable
prospectus supplement, the Operating Partnership may at any time designate
additional paying agents or rescind the designation of any paying agents, except
that

     o    if debt securities of a series are issuable in registered form, the
          Operating Partnership will be required to maintain at least one paying
          agent in each place of payment for such series, and

     o    if debt securities of a series are issuable in bearer form, the
          Operating Partnership will be required to maintain at least one paying
          agent in a place of payment outside the United States where debt
          securities of such series and any coupons appertaining thereto may be
          presented and surrendered for payment.

Merger, Consolidation or Sale of Assets

     The indenture provides that the Operating Partnership may, without the
consent of the holders of any outstanding debt securities, consolidate with, or
sell, lease or convey all or substantially all of its assets to, or merge with
or into, any other entity, provided that

     o    either the Operating Partnership shall be the continuing entity, or
          the successor entity, if other than the Operating Partnership, formed
          by or resulting from any such consolidation or merger or which shall
          have received the transfer of such assets shall be organized under the
          laws of any domestic jurisdiction and expressly assume the Operating
          Partnership's obligations to pay principal of and premium or
          make-whole amount, if any, and interest on all of the debt securities
          and the due and punctual performance and observance of all of the
          covenants and conditions contained in the indenture;

     o    immediately after giving effect to such transaction and treating any
          indebtedness that becomes an obligation of the Operating Partnership
          or any subsidiary as a result thereof as having been incurred by the
          Operating Partnership or such subsidiary at the time of such
          transaction, no event of default under the indenture, and no event
          which, after notice or the lapse of time, or both, would become an
          event of default, shall have occurred and be continuing; and

     o    an officers' certificate and legal opinion covering those conditions
          shall be delivered to each trustee. Certain Covenants



                                      -12-


     The applicable prospectus supplement will describe any material covenants
in respect of a series of debt securities that are not described in this
prospectus. Unless otherwise indicated in the applicable prospectus supplement,
the debt securities will include the following covenants of the Operating
Partnership:

     Existence. Except as permitted under "--Merger, Consolidation or Sale of
Assets," the indenture requires the Operating Partnership to do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights and franchises; provided, however, that the Operating
Partnership shall not be required to preserve any right or franchise if it
determines that its preservation is no longer desirable in the conduct of its
business.

     Maintenance of properties. The indenture requires the Operating Partnership
to cause all of its material properties used or useful in the conduct of its
business or the business of any subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and to cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Operating
Partnership may be necessary so that the business carried on may be properly and
advantageously conducted at all times; provided, however, that the Operating
Partnership and its subsidiaries shall not be prevented from selling or
otherwise disposing of their properties for value in the ordinary course of
business.

     Insurance. The indenture requires the Operating Partnership to cause each
of its and its subsidiaries' insurable properties to be insured against loss or
damage in an amount at least equal to their then full insurable value with
insurers of recognized responsibility. If described in the applicable prospectus
supplement, such insurer will be required to have a specified rating from a
recognized insurance rating service.

     Payment of taxes and other claims. The indenture requires the Operating
Partnership to pay or discharge or cause to be paid or discharged, before the
same shall become delinquent,

     o    all taxes, assessments and governmental charges levied or imposed upon
          it or any subsidiary or upon the income, profits or property of the
          Operating Partnership or any subsidiary; and

     o    all lawful claims for labor, materials and supplies which, if unpaid,
          might by law become a lien upon the property of the Operating
          Partnership or any subsidiary;

provided, however, that the Operating Partnership shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith.

Events of Default, Notice and Waiver

     Unless otherwise provided in the applicable prospectus supplement, the
indenture provides that the following events are "events of default" with
respect to any series of debt securities issued thereunder:

     (1)  default in the payment of any interest on any debt security of such
          series, when such interest becomes due and payable that continues for
          a period of 30 days;

     (2)  default in the payment of the principal of, or premium or make-whole
          amount, if any, on, any debt security of such series when due and
          payable;

     (3)  default in making any sinking fund payment as required for any debt
          security of such series;

     (4)  default in the performance, or breach, of any other covenant or
          warranty of the Operating Partnership in the indenture with respect to
          the debt securities of such series and continuance of such default or
          breach for a period of 60 days after written notice as provided in the
          indenture;



                                      -13-


     (5)  default under any bond, debenture, note, mortgage, indenture or
          instrument under which there may be issued or by which there may be
          secured or evidenced any indebtedness for money borrowed by the
          Operating Partnership, or by any subsidiary the repayment of which the
          Operating Partnership has guaranteed or for which the Operating
          Partnership is directly responsible or liable as obligor or guarantor,
          having an aggregate principal amount outstanding of at least
          $10,000,000, whether such indebtedness now exists or shall hereafter
          be created, which default shall have resulted in such indebtedness
          becoming or being declared due and payable prior to the date on which
          it would otherwise have become due and payable, without such
          indebtedness having been discharged, or such acceleration having been
          rescinded or annulled, within a period of 10 days after written notice
          to the Operating Partnership as provided in the indenture;

     (6)  certain events of bankruptcy, insolvency or reorganization, or court
          appointment of a receiver, liquidator or trustee of the Operating
          Partnership or any significant subsidiary; and

     (7)  any other event of default provided with respect to a particular
          series of debt securities.

The term "significant subsidiary" has the meaning ascribed to that term in
Regulation S-X promulgated under the Securities Act.

     If an event of default under the indenture with respect to debt securities
of any series at the time outstanding occurs and is continuing, then in every
such case the applicable trustee or the holders of not less than 25% in
principal amount of the debt securities of that series will have the right to
declare the principal amount of, or, if the debt securities of that series are
original issue discount securities or indexed securities, such portion of the
principal amount as may be specified in the terms thereof, and premium or
make-whole amount, if any, on, all the debt securities of that series to be due
and payable immediately by written notice thereof to the Operating Partnership,
and to the applicable trustee if given by the holders; provided that in the case
of an event of default described under the sixth clause of the preceding
paragraph, acceleration is automatic. However, at any time after such a
declaration of acceleration with respect to debt securities of the series has
been made, but before a judgment or decree for payment of the money due has been
obtained by the applicable trustee, the holders of not less than a majority in
principal amount of outstanding debt securities of the series may rescind and
annul such declaration and its consequences if

     o    the Operating Partnership shall have deposited with the applicable
          trustee all required payments of the principal of, and premium or
          make-whole amount, if any, and interest on the debt securities of the
          series, plus certain fees, expenses, disbursements and advances of the
          applicable trustee, and

     o    all events of default, other than the non-payment of accelerated
          principal, or a specified portion thereof of, and the premium or
          make-whole amount, if any, on debt securities of the series have been
          cured or waived as provided in the indenture.

The indenture also provides that the holders of not less than a majority in
principal amount of the outstanding debt securities of any series may waive any
past default with respect to such series and its consequences, except a default

     o    in the payment of the principal of or premium or make-whole amount, if
          any, or interest on any debt security of the series, or

     o    in respect of a covenant or provision contained in the indenture that
          cannot be modified or amended without the consent of the holder of
          each outstanding debt security affected thereby.

     The indenture requires each trustee to give notice to the holders of debt
securities within 90 days of a default under the indenture unless such default
shall have been cured or waived; provided, however, that the trustee may
withhold notice to the holders of any series of debt securities of any default
with respect to the series, except a default in the payment of the principal of,
or premium or make-whole amount, if any, or interest on any debt security of the
series or in the payment of any sinking fund installment in respect of any debt
security of the series if speci-



                                      -14-


fied responsible officers of the trustee determine in good faith that such
withholding is in the interest of such holders.

     The indenture provides that no holders of debt securities of any series may
institute any proceedings, judicial or otherwise, with respect to the indenture
or for any remedy thereunder, except in the case of failure of the applicable
trustee, for 60 days, to act after it has received a written request to
institute proceedings in respect of an event of default from the holders of not
less than 25% in principal amount of the outstanding debt securities of the
series, as well as an offer of indemnity reasonably satisfactory to it. This
provision will not prevent, however, any holder of debt securities from
instituting suit for the enforcement of payment of the principal of and premium
or make-whole amount, if any, and interest on the debt securities at their
respective due dates or redemption dates.

     The indenture provides that, subject to provisions in the indenture
relating to its duties in case of default, a trustee will be under no obligation
to exercise any of its rights or powers under the indenture at the request or
direction of any holders of any series of debt securities then outstanding under
the indenture, unless such holders shall have offered to the trustee thereunder
reasonable security or indemnity. The holders of not less than a majority in
principal amount of the outstanding debt securities of any series, or of all
debt securities then outstanding under the indenture, as the case may be, shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the applicable trustee, or of exercising any trust
or power conferred upon such trustee. However, a trustee may refuse to follow
any direction which is in conflict with any law or the indenture, which may
involve the trustee in personal liability or which may be unduly prejudicial to
the holders of debt securities of such series not joining therein.

     Within 120 days after the close of each fiscal year, the Operating
Partnership will be required to deliver to each trustee a certificate, signed by
one of several specified officers of the Company, stating whether or not such
officer has knowledge of any default under the indenture and, if so, specifying
each default and the nature and status thereof.

Modification of the Indenture

     Modifications and amendments of the indenture are permitted to be made only
with the consent of the holders of not less than a majority in principal amount
of all outstanding debt securities issued under the indenture affected by such
modification or amendment. However, no modification or amendment may, without
the consent of the holder of each such debt security affected thereby,

     o    change the stated maturity of the principal of, or any installment of
          interest, or premium or make-whole amount, if any, on, any debt
          security;

     o    reduce the principal amount of, or the rate or amount of interest on,
          or any premium or make-whole amount payable on redemption of, any such
          debt security, or reduce the amount of principal of an original issue
          discount security that would be due and payable upon declaration of
          acceleration of the maturity thereof or would be provable in
          bankruptcy, or adversely affect any right of repayment of the holder
          of any debt security;

     o    change the place of payment, or the coin or currency, for payment of
          principal of or premium or make-whole amount, if any, or interest on
          any debt security;

     o    impair the right to institute suit for the enforcement of any payment
          on or with respect to any debt security;

     o    reduce the above-stated percentage of outstanding debt securities of
          any series necessary to modify or amend the indenture, to waive
          compliance with certain provisions thereof or certain defaults and
          consequences thereunder or to reduce the quorum or voting requirements
          set forth in the indenture; or

     o    modify any of the foregoing provisions or any of the provisions
          relating to the waiver of certain past defaults or certain covenants,
          except to increase the required percentage to effect such action or to


                                      -15-


          provide that certain other provisions may not be modified or waived
          without the consent of the holder of the debt security.

     The holders of a majority in aggregate principal amount of the outstanding
debt securities of each series may, on behalf of all holders of debt securities
of that series, waive, insofar as that series is concerned, compliance by the
Operating Partnership with certain restrictive covenants of the indenture.

     Modifications and amendments of the indenture are permitted to be made by
the Operating Partnership and the respective trustee thereunder without the
consent of any holder of debt securities for any of the following purposes:

     o    to evidence the succession of another person to the Operating
          Partnership as obligor under the indenture;

     o    to add to the covenants of the Operating Partnership for the benefit
          of the holders of all or any series of debt securities or to surrender
          any right or power conferred upon the Operating Partnership in the
          indenture;

     o    to add events of default for the benefit of the holders of all or any
          series of debt securities;

     o    to add or change any provisions of the indenture to facilitate the
          issuance of, or to liberalize certain terms of, debt securities in
          bearer form, or to permit or facilitate the issuance of debt
          securities in uncertificated form, provided that such action shall not
          adversely affect the interests of the holders of the debt securities
          of any series in any material respect;

     o    to change or eliminate any provisions of the indenture, provided that
          any such change or elimination shall become effective only when there
          are no debt securities outstanding of any series created prior thereto
          that are entitled to the benefit of such provision;

     o    to secure the debt securities;

     o    to establish the form or terms of debt securities of any series;

     o    to provide for the acceptance of appointment by a successor trustee or
          facilitate the administration of the trusts under the indenture by
          more than one trustee;

     o    to cure any ambiguity, defect or inconsistency in the indenture,
          provided that such action shall not adversely affect the interests of
          holders of debt securities of any series issued under the indenture in
          any material respect; or

     o    to supplement any of the provisions of the indenture to the extent
          necessary to permit or facilitate defeasance and discharge of any
          series of the debt securities, provided that such action shall not
          adversely affect the interests of the holders of the outstanding debt
          securities of any series in any material respect.

     The indenture provides that in determining whether the holders of the
requisite principal amount of outstanding debt securities of a series have given
any request, demand, authorization, direction, notice, consent or waiver
thereunder or whether a quorum is present at a meeting of holders of debt
securities,

     o    the principal amount of an original issue discount security that shall
          be deemed to be outstanding shall be the amount of the principal
          thereof that would be due and payable as of the date of such
          determination upon declaration of acceleration of the maturity
          thereof,



                                      -16-


     o    the principal amount of any debt security denominated in a foreign
          currency that shall be deemed outstanding shall be the U.S. dollar
          equivalent, determined on the issue date for the debt security, of the
          principal amount of the debt security, or, in the case of an original
          issue discount security, the U.S. dollar equivalent on the issue date
          of the debt security of the amount determined as provided in the
          subparagraph immediately above,

     o    the principal amount of an indexed security that shall be deemed
          outstanding shall be the principal face amount of such indexed
          security at original issuance, unless otherwise provided with respect
          to such indexed security pursuant to the indenture, and

     o    debt securities owned by the Operating Partnership or any other
          obligor upon the debt securities or any affiliate of the Operating
          Partnership or of such other obligor shall be disregarded.

     The indenture contains provisions for convening meetings of the holders of
debt securities of a series. A meeting will be permitted to be called at any
time by the applicable trustee, and also, upon request, by the Operating
Partnership or the holders of at least 25% in principal amount of the
outstanding debt securities of the series, in any case upon notice given as
provided in the indenture. Except for any consent that must be given by the
holder of each debt security affected by certain modifications and amendments of
the indenture, any resolution presented at a meeting or adjourned meeting duly
reconvened at which a quorum is present may be adopted by the affirmative vote
of the holders of a majority in principal amount of the outstanding debt
securities of that series. However, except as referred to above, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that may be made, given or taken by the holders of a
specified percentage, which is less than a majority, in principal amount of the
outstanding debt securities of a series may be adopted at a meeting or adjourned
meeting or adjourned meeting duly reconvened at which a quorum is present by the
affirmative vote of the holders of such specified percentage in principal amount
of the outstanding debt securities of that series. Any resolution passed or
decision taken at any meeting of holders of debt securities of any series duly
held in accordance with the indenture will be binding on all holders of debt
securities of that series. The quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the outstanding debt securities
of a series. However, if any action is to be taken at the meeting with respect
to a consent or waiver that may be given by the holders of not less than a
specified percentage in principal amount of the outstanding debt securities of a
series, the persons holding or representing such specified percentage in
principal amount of the outstanding debt securities of the series will
constitute a quorum.

     Notwithstanding the foregoing provisions, the indenture provides that if
any action is to be taken at a meeting of holders of debt securities of any
series with respect to any request, demand, authorization, direction, notice,
consent, waiver and other action that the indenture expressly provides may be
made, given or taken by the holders of a specified percentage in principal
amount of all outstanding debt securities affected thereby, or of the holders of
such series and one or more additional series:

     o    there shall be no minimum quorum requirement for such meeting and

     o    the principal amount of the outstanding debt securities of the series
          that vote in favor of such request, demand, authorization, direction,
          notice, consent, waiver or other action shall be taken into account in
          determining whether such request, demand, authorization, direction,
          notice, consent, waiver or other action has been made, given or taken
          under the indenture.

Discharge, Defeasance and Covenant Defeasance

     Unless otherwise provided in the applicable prospectus supplement, the
Operating Partnership will be permitted, at its option, to discharge certain
obligations to holders of any series of debt securities issued under the
indenture that have not already been delivered to the applicable trustee for
cancellation and that either have become due and payable or will become due and
payable within one year, or scheduled for redemption within one year, by
irrevocably depositing with the applicable trustee, in trust, funds in such
currency or currencies, currency unit or units or composite currency or
currencies in which the debt securities are payable in an amount sufficient to
pay the entire indebtedness on the debt securities in respect of principal, and
premium or make-whole amount, if any, and



                                      -17-


interest to the date of such deposit, if the debt securities have become due and
payable, or to the stated maturity or redemption date, as the case may be.

     The indenture provides that, unless otherwise provided in the applicable
prospectus supplement, the Operating Partnership may elect either

     o    to defease and be discharged from any and all obligations with respect
          to the debt securities, except for the obligation to pay additional
          amounts, if any, upon the occurrence of certain events of tax,
          assessment or governmental charge with respect to payments on the debt
          securities and the obligations to register the transfer or exchange of
          the debt securities, to replace temporary or mutilated, destroyed,
          lost or stolen debt securities, to maintain an office or agency in
          respect of the debt securities, and to hold moneys for payment in
          trust, or "defeasance," or

     o    to be released from certain obligations with respect to the debt
          securities under the indenture, including the restrictions described
          under "--Certain Covenants" or, if provided in the applicable
          prospectus supplement, its obligations with respect to any other
          covenant, and any omission to comply with such obligations shall not
          constitute an event of default with respect to the debt securities, or
          "covenant defeasance,"

in either case upon the irrevocable deposit by the Operating Partnership with
the applicable trustee, in trust, of an amount, in such currency or currencies,
currency unit or units or composite currency or currencies in which the debt
securities are payable at stated maturity, or government obligations as defined
below, or both, applicable to the debt securities, which through the scheduled
payment of principal and interest in accordance with their terms will provide
money in an amount sufficient to pay the principal of and premium or make-whole
amount, if any, and interest on the debt securities, and any mandatory sinking
fund or analogous payments thereon, on the scheduled due dates therefor.

     Such a trust will only be permitted to be established if, among other
things, the Operating Partnership has delivered to the applicable trustee an
opinion of counsel, as specified in the indenture, to the effect that the
holders of the debt securities will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred, and the opinion of counsel,
in the case of defeasance, will be required to refer to and be based upon a
ruling received from the IRS or a change in applicable U.S. federal income tax
law occurring after the date of the indenture. In the event of such defeasance,
the holders of the debt securities would thereafter be able to look only to such
trust fund for payment of principal, and premium or make-whole amount, if any,
and interest.

     "Government obligations" means securities that are

     o    direct obligations of the United States or the government which issued
          the foreign currency in which the debt securities of a particular
          series are payable, for the payment of which its full faith and credit
          is pledged or

     o    obligations of a person controlled or supervised by and acting as an
          agency or instrumentality of the United States or such government
          which issued the foreign currency in which the debt securities of the
          series are payable, the payment of which is unconditionally guaranteed
          as a full faith and credit obligation by the United States or such
          other government,

which, in either case, are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such government obligation or a
specific payment of interest on or principal of any such government obligation
held by such custodian for the account of the holder of a depository receipt,
provided that, except as required by law, the custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the government
obligation or the specific payment of interest on or principal of the government
obligation evidenced by such depository receipt.



                                      -18-


     Unless otherwise provided in the applicable prospectus supplement, if after
the Operating Partnership has deposited funds and/or government obligations to
effect defeasance or covenant defeasance with respect to debt securities of any
series,

     o    the holder of a debt security of the series is entitled to, and does,
          elect pursuant to the indenture or the terms of the debt security to
          receive payment in a currency, currency unit or composite currency
          other than that in which such deposit has been made in respect of the
          debt security, or

     o    a conversion event, as defined below, occurs in respect of the
          currency, currency unit or composite currency in which such deposit
          has been made,

the indebtedness represented by the debt security will be deemed to have been,
and will be, fully discharged and satisfied through the payment of the principal
of and premium or make-whole amount, if any, and interest on the debt security
as they become due out of the proceeds yielded by converting the amount so
deposited in respect of the debt security into the currency, currency unit or
composite currency in which the debt security becomes payable as a result of
such election or such cessation of usage based on the applicable market exchange
rate.

     "Conversion event" means the cessation of use of

     o    a currency, currency unit or composite currency both by the government
          of the country which issued such currency and for the settlement of
          transactions by a central bank or other public institutions of or
          within the international banking community,

     o    the European Currency Unit both within the European Monetary System
          and for the settlement of transactions by public institutions of or
          within the European Communities or

     o    any currency unit or composite currency other than the European
          Currency Unit for the purposes for which it was established.

Unless otherwise provided in the applicable prospectus supplement, all payments
of principal of and premium or make-whole amount, if any, and interest on any
debt security that is payable in a foreign currency that ceases to be used by
its government of issuance shall be made in U.S. dollars.

     In the event the Operating Partnership effects covenant defeasance with
respect to any debt securities and the debt securities are declared due and
payable because of the occurrence of any event of default, other than the event
of default described in clause (4) under "--Events of Default, Notice and
Waiver" with respect to specified sections of the indenture, which sections
would no longer be applicable to the debt securities, or described in clause (7)
under "--Events of Default, Notice and Waiver" with respect to any other
covenant as to which there has been covenant defeasance, the amount in such
currency, currency unit or composite currency in which the debt securities are
payable, and government obligations on deposit with the applicable trustee, will
be sufficient to pay amounts due on the debt securities at the time of their
stated maturity but may not be sufficient to pay amounts due on the debt
securities at the time of the acceleration resulting from such event of default.
However, the Operating Partnership would remain liable to make payment of those
amounts due at the time of acceleration.

     The applicable prospectus supplement may further describe the provisions,
if any, permitting defeasance or covenant defeasance, including any
modifications to the provisions described above, with respect to the debt
securities of or within a particular series.

No Conversion Rights

     The debt securities will not be convertible into or exchangeable for any
capital stock of the Company or equity interest in the Operating Partnership.



                                      -19-


Global Securities

     The debt securities of a series may be issued in whole or in part in
book-entry form consisting of one or more global securities that will be
deposited with, or on behalf of, a depositary identified in the applicable
prospectus supplement relating to the series. Global securities may be issued in
either registered or bearer form and in either temporary or permanent form. The
specific terms of the depositary arrangement with respect to a series of debt
securities will be described in the applicable prospectus supplement relating to
the series.

The Trustee

     U.S. Bank National Trust is the trustee under the indenture. From time to
time, we have and may in the future enter into other transactions with the
trustee.

Payment and Paying Agents

     Unless otherwise provided in the applicable prospectus supplement, the
principal of and applicable premium or make-whole amount, if any, and interest
on any series of debt securities will be payable at the corporate trust office
of the trustee, the address of which will be stated in the applicable prospectus
supplement. However, at the option of the Operating Partnership, payment of
interest may be made by check mailed to the address of the person entitled
thereto as it appears in the applicable register for the debt securities or by
wire transfer of funds to such person at an account maintained within the United
States.

     All moneys paid by the Operating Partnership to a paying agent or a trustee
for the payment of the principal of or any premium, make-whole amount or
interest on any debt security which remain unclaimed at the end of two years
after such principal, premium, make-whole amount or interest has become due and
payable will be repaid to the Operating Partnership, and the holder of the debt
security thereafter may look only to the Operating Partnership for payment
thereof.




                                      -20-




                         DESCRIPTION OF PREFERRED STOCK

     The following is a summary of the material terms of our preferred stock.
You should also read our articles of incorporation and bylaws, which are
incorporated by reference to the registration statement of which this prospectus
is a part. All material terms of the preferred stock, except those disclosed in
the applicable prospectus supplement, are described in this prospectus.

General

     Under our articles of incorporation, the Company has authority to issue 10
million shares of its preferred stock, par value $.01 per share. The preferred
stock may be issued from time to time, in one or more series, as authorized by
the Company's board of directors. Prior to issuance of shares of each series,
the Company's board of directors is required by the MGCL and our articles of
incorporation to fix for each series, subject to the provisions of the articles
of incorporation regarding excess stock, par value $.01 per share, the terms,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms or
conditions of redemption of those shares as may be permitted by Maryland law.
These rights, powers, restrictions and limitations could include the right to
receive specified dividend payments and payments on liquidation prior to any
payments to holders of common stock or other capital stock of the Company
ranking junior to the preferred stock. The outstanding shares of preferred stock
are, and additional shares of preferred stock will be, when issued, fully paid
and nonassessable and will have no preemptive rights. The Company's board of
directors could authorize the issuance of shares of preferred stock with terms
and conditions that could have the effect of discouraging a takeover or other
transaction that holders of common stock might believe to be in their best
interests or in which holders of some, or a majority, of the shares of common
stock might receive a premium for their shares over the then market price of
those shares of common stock.

Outstanding Preferred Stock

     At July 15, 2004, the Company had outstanding 20,000 shares of Series C
preferred stock, 500 shares of Series F preferred stock and 250 shares of Series
G preferred stock, constituting all of the Company's outstanding preferred
stock. The terms of the Series C, Series F and Series G preferred stock provide
for a preference as to the payment of dividends over shares of common stock and
any other capital stock ranking junior to the Series C, Series F and Series G
preferred stock. The terms of the Series C preferred stock provide for
cumulative quarterly dividends at the rate of $215.625 per share per year.
Through March 31, 2009 and March 31, 2014, respectively, the terms of the Series
F and Series G preferred stock provide for cumulative semi-annual dividends at
the rate of $6,236.00 and $7,236.00, respectively, per share per year. After
March 31, 2009 and March 31, 2014, respectively, the terms of the Series F and
Series G preferred stock provide for the reset of dividend rates, at the
Company's option, on a fixed or floating rate basis for fixed or floating rate
periods. Any such fixed rates and periods will be determined through a
remarketing procedure, with cumulative dividends payable semi-annually. Any such
floating rates during floating rate periods will equal 2.375% (the initial
credit spread), plus the greater of (i) the 3-month LIBOR Rate, (ii) the 10-year
Treasury CMT Rate and (iii) the 30-year Treasury CMT Rate (the adjustable rate),
reset quarterly, with cumulative dividends payable quarterly. On and after May
14, 2002, March 31, 2009 and March 31, 2014, respectively, the Series C, Series
F and Series G preferred stock are subject to redemption, in each case in whole
or in part, at the option of the Company, at a cash redemption price of
$2,500.00 per share, $100,000.00 per share and $100,000.00 per share,
respectively, plus accrued and unpaid dividends. The Series C, Series F and
Series G preferred stock rank on a parity as to payment of dividends and amounts
upon liquidation.

     In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of the Series C, Series F and Series G
preferred stock will be entitled to receive out of the Company's assets
available for distribution to stockholders, before any distribution of assets is
made to holders of common stock or any other shares of capital stock ranking, as
to distributions, junior to the Series C, Series F and Series G preferred stock,
liquidating distributions in the amount of $2,500.00 per share, $100,000.00 per
share and $100,000.00 per share, respectively, plus all accrued and unpaid
dividends.

     Except as expressly required by law and in some other limited
circumstances, the holders of the preferred stock are not entitled to vote. The
consent of holders of at least 66% of the outstanding preferred stock and any


                                      -21-


other series of preferred stock ranking on a parity with the outstanding
preferred stock, voting as a single class, is required to authorize another
class of shares senior to the outstanding preferred stock. The affirmative vote
or consent of the holders of at least 66% of the outstanding shares of each
series of preferred stock is required to amend or repeal any provision of, or
add any provision to, our articles of incorporation, including the articles
supplementary relating to that series of preferred stock, if that action would
materially and adversely alter or change the rights, preferences or privileges
of that series of preferred stock.

Future Series of Preferred Stock

     The following is a description of the general terms and provisions of the
preferred stock to which any prospectus supplement may relate. The statements
below describing the preferred stock are in all respects subject to and
qualified in their entirety by reference to the applicable provisions of our
articles of incorporation and bylaws and any applicable amendment to our
articles of incorporation designating terms of a series of preferred stock.

     Any prospectus supplement relating to a future series of the preferred
stock will contain specific terms, including:

     (1)  The title and stated value of the preferred stock;

     (2)  The number of shares of the preferred stock offered, the liquidation
          preference per share and the offering price of the preferred stock;

     (3)  The dividend rate(s), period(s) and/or payment date(s) or method(s) of
          calculation applicable to the preferred stock;

     (4)  The date from which dividends on the preferred stock shall accumulate,
          if applicable;

     (5)  The procedures for any auction and remarketing, if any, for the
          preferred stock;

     (6)  The provision for a sinking fund, if any, for the preferred stock;

     (7)  The provision for redemption, if applicable, of the preferred stock;

     (8)  Any listing of the preferred stock on any securities exchange;

     (9)  The terms and conditions, if applicable, upon which the preferred
          stock will be convertible into common stock, including the conversion
          price or manner of calculation of the conversion price;

     (10) Any other specific terms, preferences, rights, limitations or
          restrictions of the preferred stock;

     (11) A discussion of federal income tax considerations applicable to the
          preferred stock;

     (12) The relative ranking and preference of the preferred stock as to
          dividend rights and rights upon liquidation, dissolution or winding up
          of the affairs of the Company;

     (13) Any limitations on issuance of any series of preferred stock ranking
          senior to or on a parity with the series of preferred stock as to
          dividend rights and rights upon liquidation, dissolution or winding up
          of the affairs of the Company; and

     (14) Any limitations on direct or beneficial ownership and restrictions on
          transfer, in each case as may be appropriate to preserve the status of
          the Company as a REIT.



                                      -22-


     Unless otherwise specified in the prospectus supplement, the preferred
stock will, with respect to dividend rights and rights upon liquidation,
dissolution or winding up of the Company, rank:

     o    senior to all classes or series of common stock, and to all equity
          securities ranking junior to the preferred stock with respect to
          dividend rights or rights upon liquidation, dissolution or winding up
          of the Company;

     o    on a parity with all equity securities issued by the Company the terms
          of which specifically provide that those equity securities rank on a
          parity with the preferred stock with respect to dividend rights or
          rights upon liquidation, dissolution or winding up of the Company; and

     o    junior to all equity securities issued by the Company the terms of
          which specifically provide that those equity securities rank senior to
          the preferred stock with respect to dividend rights or rights upon
          liquidation, dissolution or winding up of the Company

The term "equity securities" does not include convertible debt securities.

Dividends

     Holders of the preferred stock of each series will be entitled to receive,
when, as and if declared by the Company's board of directors, out of the
Company's assets legally available for payment, cash dividends at rates and on
dates as will be set forth in the applicable prospectus supplement. Each
dividend shall be payable to holders of record as they appear on the share
transfer books of the Company on the record dates as shall be fixed by the
Company's board of directors.

     Dividends on any series of the preferred stock may be cumulative or
non-cumulative, as provided in the applicable prospectus supplement. Dividends,
if cumulative, will be cumulative from and after the date set forth in the
applicable prospectus supplement. If the Company's board of directors fails to
declare a dividend payable on a dividend payment date on any series of the
preferred stock for which dividends are non-cumulative, then the holders of that
series of the preferred stock will have no right to receive a dividend in
respect of the dividend period ending on that dividend payment date, and the
Company will have no obligation to pay the dividend accrued for that period,
whether or not dividends on that series are declared payable on any future
dividend payment date.

     If preferred stock of any series is outstanding, no dividends will be
declared or paid or set apart for payment on any capital stock of the Company of
any other series ranking, as to dividends, on a parity with or junior to the
preferred stock of that series for any period unless:

     o    if that series of preferred stock has a cumulative dividend, full
          cumulative dividends have been or contemporaneously are declared and
          paid or declared and a sum sufficient for the payment is set apart for
          that payment on the preferred stock of that series for all past
          dividend periods and the then current dividend period; or

     o    if that series of preferred stock does not have a cumulative dividend,
          full dividends for the then current dividend period have been or
          contemporaneously are declared and paid or declared and a sum
          sufficient for the payment thereof is set apart for that payment on
          the preferred stock of that series.

When dividends are not paid in full, or a sum sufficient for full payment is not
set apart, upon preferred stock of any series and the shares of any other series
of preferred stock ranking on a parity as to dividends with the preferred stock
of that series, all dividends declared upon preferred stock of that series and
any other series of preferred stock ranking on a parity as to dividends with
that preferred stock will be declared pro rata so that the amount of dividends
declared per share of preferred stock of that series and other series of
preferred stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the preferred stock of that series, which shall
not include any accumulation in respect of unpaid dividends for prior dividend
periods if that preferred stock does not have a cumulative dividend, and the
other series of preferred stock bear to each other. No interest, or sum of money


                                      -23-


in lieu of interest, shall be payable in respect of any dividend payment or
payments on preferred stock of that series that may be in arrears.

     Except as provided in the immediately preceding paragraph, unless:

     o    if a series of preferred stock has a cumulative dividend, full
          cumulative dividends on the preferred stock of that series have been
          or contemporaneously are declared and paid or declared and a sum
          sufficient for that payment is set apart for payment for all past
          dividend periods and the then current dividend period, and

     o    if a series of preferred stock does not have a cumulative dividend,
          full dividends on the preferred stock of that series have been or
          contemporaneously are declared and paid or declared and a sum
          sufficient for that payment is set apart for payment for the then
          current dividend period,

no dividends, other than in shares of common stock or other shares of capital
stock ranking junior to the preferred stock of that series as to dividends and
upon liquidation, shall be declared or paid or set aside for payment nor shall
any other distribution be declared or made upon the common stock, or any other
capital stock of the Company ranking junior to or on a parity with the preferred
stock of that series as to dividends or upon liquidation, nor shall any shares
of common stock, or any other shares of capital stock of the Company ranking
junior to or on a parity with the preferred stock of that series as to dividends
or upon liquidation be redeemed, purchased or otherwise acquired for any
consideration, or any moneys be paid to or made available for a sinking fund for
the redemption of any shares, by the Company, except by conversion into or
exchange for other capital stock of the Company ranking junior to the preferred
stock of that series as to dividends and upon liquidation.

     Any dividend payment made on shares of a series of preferred stock shall
first be credited against the earliest accrued but unpaid dividend due with
respect to shares of that series which remain payable.

Redemption

     If provided in the applicable prospectus supplement, the preferred stock
will be subject to mandatory redemption or redemption at the option of the
Company, as a whole or in part, in each case upon the terms, at the times and at
the redemption prices set forth in the applicable prospectus supplement.

     The prospectus supplement relating to a series of preferred stock that is
subject to mandatory redemption will specify the number of shares of the
preferred stock that will be redeemed by the Company in each year commencing
after a date to be specified, at a redemption price per share to be specified,
together with an amount equal to all accrued and unpaid dividends, which will
not, if that preferred stock does not have a cumulative dividend, include any
accumulation in respect of unpaid dividends for prior dividend periods, to the
date of redemption. The redemption price may be payable in cash or other
property, as specified in the applicable prospectus supplement. If the
redemption price for preferred stock of any series is payable only from the net
proceeds of the issuance of shares of capital stock of the Company, the terms of
that preferred stock may provide that, if no shares of capital stock shall have
been issued or to the extent the net proceeds from any issuance are insufficient
to pay in full the aggregate redemption price then due, the preferred stock will
automatically and mandatorily be converted into the applicable shares of capital
stock of the Company pursuant to conversion provisions specified in the
applicable prospectus supplement.

     However, unless

     o    if a series of preferred stock has a cumulative dividend, full
          cumulative dividends on all shares of that series of preferred stock
          will have been or contemporaneously are declared and paid or declared
          and a sum sufficient for that payment set apart for payment for all
          past dividend periods and the then current dividend period and



                                      -24-


     o    if a series of preferred stock does not have a cumulative dividend,
          full dividends on all shares of the preferred stock of that series
          have been or contemporaneously are declared and paid or declared and a
          sum sufficient for that payment set apart for payment for the then
          current dividend period,

no shares of the series of preferred stock will be redeemed unless all
outstanding shares of preferred stock of that series are simultaneously
redeemed. However, the preceding shall not prevent the purchase or acquisition
of preferred stock of that series to preserve the REIT status of the Company or
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of preferred stock of that series.

     In addition, unless

     o    if the series of preferred stock has a cumulative dividend, full
          cumulative dividends on all outstanding shares of that series of
          preferred stock have been or contemporaneously are declared and paid
          or declared and a sum sufficient for that payment set apart for
          payment for all past dividend periods and the then current dividend
          period and

     o    if the series of preferred stock does not have a cumulative dividend,
          full dividends on the preferred stock of that series have been or
          contemporaneously are declared and paid or declared and a sum
          sufficient for that payment set apart for payment for the then current
          dividend period,

The Company will not purchase or otherwise acquire directly or indirectly any
shares of preferred stock of that series, except by conversion into or exchange
for capital shares of the Company ranking junior to the preferred stock of that
series as to dividends and upon liquidation. However, the preceding shall not
prevent the purchase or acquisition of shares of preferred stock of that series
to preserve the REIT status of the Company or pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding shares of preferred
stock of that series.

     If fewer than all of the outstanding shares of preferred stock of any
series are to be redeemed, the number of shares to be redeemed will be
determined by the Company. Those shares may be redeemed ratably from the holders
of record of those shares in proportion to the number of those shares held or
for which redemption is requested by that holder, with adjustments to avoid
redemption of fractional shares, or by any other equitable manner determined by
the Company.

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of record of preferred stock of
any series to be redeemed at the address shown on the stock transfer books of
the Company. Each notice shall state:

     o    the redemption date;

     o    the number of shares and series of the preferred stock to be redeemed;

     o    the redemption price;

     o    the place or places where certificates for the preferred stock are to
          be surrendered for payment of the redemption price;

     o    that dividends on the shares to be redeemed will cease to accrue on
          the redemption date; and

     o    the date upon which the holder's conversion rights, if any, as to
          those shares shall terminate.

     If fewer than all the shares of preferred stock of any series are to be
redeemed, the notice mailed to each holder of preferred stock shall also specify
the number of shares of preferred stock to be redeemed from each holder. If
notice of redemption of any preferred stock has been given and if the funds
necessary for the redemption have been set aside by the Company in trust for the
benefit of the holders of any preferred stock called for redemption,



                                      -25-


then from and after the redemption date dividends will cease to accrue on the
preferred stock called for redemption, and all rights of the holders of those
shares will terminate, except the right to receive the redemption price.

Liquidation Preference

     Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Company, then, before any distribution or payment shall be
made to the holders of any common stock or any other class or series of capital
stock of the Company ranking junior to the preferred stock in the distribution
of assets upon any liquidation, dissolution or winding up of the Company, the
holders of each series of preferred stock shall be entitled to receive out of
assets of the Company legally available for distribution to stockholders
liquidating distributions in the amount of the liquidation preference per share,
if any, set forth in the applicable prospectus supplement, plus an amount equal
to all dividends accrued and unpaid thereon, which shall not include any
accumulation in respect of unpaid noncumulative dividends for prior dividend
periods. After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of preferred stock will have no right or
claim to any of the Company's remaining assets. In the event that, upon any
voluntary or involuntary liquidation, dissolution or winding up, the Company's
available assets are insufficient to pay the amount of the liquidating
distributions on all outstanding shares of preferred stock and the corresponding
amounts payable on all shares of other classes or series of capital stock of the
Company ranking on a parity with the preferred stock in the distribution of
assets, then the holders of the preferred stock and those other classes or
series of capital stock will share ratably in the distribution of assets in
proportion to the full liquidating distributions to which they would otherwise
be respectively entitled.

     If liquidating distributions will have been made in full to all holders of
preferred stock, the Company's remaining assets will be distributed among the
holders of any other classes or series of capital stock ranking junior to the
preferred stock upon liquidation, dissolution or winding up, according to their
respective rights and preferences and in each case according to their respective
number of shares. For these purposes, the consolidation or merger of the Company
with or into any other corporation, trust or entity, or the sale, lease or
conveyance of all or substantially all of the property or business of the
Company, will not be deemed to constitute a liquidation, dissolution or winding
up of the Company

Voting Rights

     Holders of the preferred stock will not have any voting rights, except as
set forth below or as otherwise from time to time required by law or as
indicated in the applicable prospectus supplement.

     Unless provided otherwise for any series of preferred stock, so long as any
shares of preferred stock of a series remain outstanding, the Company will not,
without the affirmative vote or consent of the holders of at least two-thirds of
the shares of that series of preferred stock outstanding at the time, given in
person or by proxy, either in writing or at a meeting, each series voting
separately as a class:

     o    authorize or create, or increase the authorized or issued amount of,
          any class or series of capital stock ranking prior to that series of
          preferred stock with respect to payment of dividends or the
          distribution of assets upon liquidation, dissolution or winding up or
          reclassify any authorized capital stock of the Company into those
          shares, or create, authorize or issue any obligation or security
          convertible into or evidencing the right to purchase any of those
          shares; or

     o    amend, alter or repeal the provisions of our articles of incorporation
          or the designating amendment for that series of preferred stock,
          whether by merger, consolidation or otherwise, so as to materially and
          adversely affect any right, preference, privilege or voting power of
          that series of preferred stock or the holders of that series of
          preferred stock.

However, with respect to the occurrence of any of the events set forth in the
second subparagraph above, so long as the preferred stock remains outstanding
with its terms materially unchanged, taking into account that upon the
occurrence of an event, the Company may not be the surviving entity, the
occurrence of any such event shall not be deemed to materially and adversely
affect the rights, preferences, privileges or voting power of holders of
preferred stock. Further,



                                      -26-


     o    any increase in the amount of the authorized preferred stock or the
          creation or issuance of any other series of preferred stock, or

     o    any increase in the amount of authorized shares of that series or any
          other series of preferred stock, in each case ranking on a parity with
          or junior to the preferred stock of that series with respect to
          payment of dividends or the distribution of assets upon liquidation,
          dissolution or winding up,

will not be deemed to materially and adversely affect the rights, preferences,
privileges or voting powers.

     These voting provisions will not apply if, at or prior to the time when the
act with respect to which that vote would otherwise be required shall be
effected, all outstanding shares of that series of preferred stock shall have
been redeemed or called for redemption and sufficient funds will have been
deposited in trust to effect the redemption.

Conversion Rights

     The terms and conditions, if any, upon which any series of preferred stock
is convertible into common stock will be set forth in the applicable prospectus
supplement. The terms will include:

     o    the number of shares of common stock into which the shares of
          preferred stock are convertible,

     o    the conversion price (or manner of calculating the conversion price),

     o    the conversion period,

     o    provisions as to whether conversion will be at the option of the
          holders of the preferred stock or the Company,

     o    the events requiring an adjustment of the conversion price and

     o    provisions affecting conversion in the event of the redemption of that
          series of preferred stock.

Restrictions on Ownership

     For us to qualify as a REIT under the Code, not more than 50% in value of
our outstanding capital stock may be owned, directly or indirectly, by five or
fewer individuals, as defined in the Code to include certain entities, during
the last half of a taxable year. To assist the Company in meeting this
requirement, the Company may take certain actions to limit the beneficial
ownership, directly or indirectly, by individuals of the Company's outstanding
equity securities, including any preferred stock. Therefore, the designating
amendment for each series of preferred stock may contain provisions restricting
the ownership and transfer of the preferred stock. The applicable prospectus
supplement will specify any additional ownership limitation relating to a series
of preferred stock. See "Restrictions on Transfers of Capital Stock."

Transfer Agent

     The transfer agent and registrar for the preferred stock will be set forth
in the applicable prospectus supplement.




                                      -27-




                        DESCRIPTION OF DEPOSITARY SHARES

     The Company may, at its option, elect to offer depositary shares rather
than full shares of preferred stock. In the event that option is exercised, each
of the depositary shares will represent ownership of and entitlement to all
rights and preferences of a fraction of a share of preferred stock of a
specified series, including dividend, voting, redemption and liquidation rights.
The applicable fraction will be specified in the prospectus supplement. The
shares of preferred stock represented by the depositary shares will be deposited
with a depositary named in the applicable prospectus supplement, under a deposit
agreement, among the Company, the depositary and the holders of the depositary
receipts. Certificates evidencing depositary shares will be delivered to those
persons purchasing depositary shares in the offering. The depositary will be the
transfer agent, registrar and dividend disbursing agent for the depositary
shares. Holders of depositary receipts agree to be bound by the deposit
agreement, which requires holders to take actions such as filing proof of
residence and paying charges.

     The summary of terms of the depositary shares contained in this prospectus
does not purport to be complete and is subject to, and qualified in its entirety
by, the provisions of the deposit agreement, our articles of incorporation and
the form of designating amendment for the applicable series of preferred stock.
All material terms of the depositary shares, except those disclosed in the
applicable prospectus supplement, are described in this prospectus.

Dividends

     The depositary will distribute all cash dividends or other cash
distributions received in respect of the series of preferred stock represented
by the depositary shares to the record holders of depositary receipts in
proportion to the number of depositary shares owned by those holders on the
relevant record date, which will be the same date as the record date fixed by
the Company for the applicable series of preferred stock. The depositary,
however, will distribute only an amount as can be distributed without
attributing to any depositary share a fraction of one cent, and any balance not
so distributed will be added to and treated as part of the next sum received by
the depositary for distribution to record holders of depositary receipts then
outstanding.

     In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary receipts
so entitled, in proportion, as nearly as may be practicable, to the number of
depositary shares owned by those holders on the relevant record date, unless the
depositary determines, after consultation with the Company, that it is not
feasible to make the distribution, in which case the depositary may, with the
Company's approval, adopt any other method for that distribution as it deems
equitable and appropriate, including the sale of the property, at a place or
places and upon terms that it may deem equitable and appropriate, and
distribution of the net proceeds from that sale to the holders.

     No distribution will be made in respect of any depositary share to the
extent that it represents any preferred stock converted into excess stock.

Liquidation Preference

     In the event of the liquidation, dissolution or winding up of the affairs
of the Company, whether voluntary or involuntary, the holders of each depositary
share will be entitled to the fraction of the liquidation preference accorded
each share of the applicable series of preferred stock, as set forth in the
prospectus supplement.

Redemption

     If the series of preferred stock represented by the applicable series of
depositary shares is redeemable, those depositary shares will be redeemed from
the proceeds received by the depositary resulting from the redemption, in whole
or in part, of preferred stock held by the depositary. Whenever the Company
redeems any preferred stock held by the depositary, the depositary will redeem
as of the same redemption date the number of depositary shares representing the
redeemed preferred stock. The depositary will mail the notice of redemption
promptly upon receipt of notice from the Company and not less than 30 nor more
than 60 days prior to the date fixed for redemption of the preferred stock and
the depositary shares to the record holders of the depositary receipts.



                                      -28-


Voting

     Promptly upon receipt of notice of any meeting at which the holders of the
series of preferred stock represented by the applicable series of depositary
shares are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts as of
the record date for the meeting. Each record holder of depositary receipts will
be entitled to instruct the depositary as to the exercise of the voting rights
pertaining to the number of shares of preferred stock represented by the record
holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote the preferred stock represented by depositary shares in
accordance with those instructions, and the Company will agree to take all
action which may be deemed necessary by the depositary in order to enable the
depositary to do so. The depositary will abstain from voting any of the
preferred stock to the extent that it does not receive specific instructions
from the holders of depositary receipts.

Withdrawal of Preferred Stock

     Upon surrender of depositary receipts at the principal office of the
depositary, upon payment of any unpaid amount due the depositary, and subject to
the terms of the deposit agreement, the owner of the depositary shares evidenced
thereby is entitled to delivery of the number of whole shares of preferred stock
and all money and other property, if any, represented by the depositary shares.
Partial shares of preferred stock will not be issued. If the depositary receipts
delivered by the holder evidence a number of depositary shares in excess of the
number of depositary shares representing the number of whole shares of preferred
stock to be withdrawn, the depositary will deliver to that holder at the same
time a new depositary receipt evidencing the excess number of depositary shares.
Holders of preferred stock that is withdrawn will not thereafter be entitled to
deposit their shares under the deposit agreement or to receive depositary
receipts evidencing their depositary shares.

Amendment and Termination of Deposit Agreement

     The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time and from time to time be
amended by agreement between the Company and the depositary. However, any
amendment which materially and adversely alters the rights of the holders of
depositary shares, other than any change in fees, will not be effective unless
that amendment has been approved by at least a majority of the depositary shares
then outstanding. No amendment to the deposit agreement may impair the right,
subject to the terms of the deposit agreement, of any owner of any depositary
shares to surrender the depositary receipt evidencing its depositary shares with
instructions to the depositary to deliver to the holder the preferred stock and
all money and other property, if any, represented thereby, except in order to
comply with mandatory provisions of applicable law.

     The deposit agreement will be permitted to be terminated by the Company
upon not less than 30 days' prior written notice to the applicable depositary
if:

     o    termination is necessary to preserve the Company's status as a REIT,
          or

     o    a majority of each series of preferred stock affected by termination
          consents to termination,

whereupon the depositary will be required to deliver or make available to each
holder of depositary receipts, upon surrender of the depositary receipts held by
that holder, the number of whole or fractional shares of preferred stock as is
represented by the depositary shares evidenced by those depositary receipts
together with any other property held by the depositary with respect to those
depositary receipts.

     The Company will agree that if the deposit agreement is terminated to
preserve its status as a REIT, then the Company will use its best efforts to
list the preferred stock issued upon surrender of the related depositary shares
on a national securities exchange.

         In addition, the deposit agreement will automatically terminate if:

     o    all outstanding depositary shares thereunder shall have been redeemed,



                                      -29-


     o    there shall have been a final distribution in respect of the related
          preferred stock in connection with any liquidation, dissolution or
          winding up of the Company and that distribution shall have been
          distributed to the holders of depositary receipts evidencing the
          depositary shares representing that preferred stock or

     o    each share of the related preferred stock shall have been converted
          into stock of the Company not represented by depositary shares.

Charges of Depositary

     The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay charges of the depositary in connection with the initial deposit of the
preferred stock and initial issuance of the depositary shares, and redemption of
the preferred stock and all withdrawals of preferred stock by owners of
depositary shares. Holders of depositary receipts will pay transfer, income and
other taxes and governmental charges and other charges as are provided in the
deposit agreement to be for their accounts. In certain circumstances, the
depositary may refuse to transfer depositary shares, may withhold dividends and
distributions and sell the depositary shares evidenced by those depositary
receipts if those charges are not paid.

Miscellaneous

     The depositary will forward to the holders of depositary receipts all
reports and communications from the Company that are delivered to the depositary
and that the Company is required to furnish to the holders of the preferred
stock. In addition, the depositary will make available for inspection by holders
of depositary receipts at the principal office of the depositary, and at other
places as it may from time to time deem advisable, any reports and
communications received from the Company that are received by the depositary as
the holder of preferred stock.

     Neither the depositary nor the Company assumes any obligation or will be
subject to any liability under the deposit agreement to holders of depositary
receipts other than for its negligence or willful misconduct. Neither the
depositary nor the Company will be liable if it is prevented or delayed by law
or any circumstance beyond its control in performing its obligations under the
deposit agreement. The obligations of the Company and the depositary under the
deposit agreement will be limited to performance in good faith of their duties
under the deposit agreement, and they will not be obligated to prosecute or
defend any legal proceeding in respect of any depositary shares or preferred
stock unless satisfactory indemnity is furnished. The Company and the depositary
may rely on written advice of counsel or accountants, on information provided by
holders of the depositary receipts or other persons believed in good faith to be
competent to give that information and on documents believed to be genuine and
to have been signed or presented by the proper party or parties.

     In the event the depositary receives conflicting claims, requests or
instructions from any holders of depositary receipts, on the one hand, and the
Company, on the other hand, the depositary shall be entitled to act on those
claims, requests or instructions received from the Company.

Resignation and Removal of Depositary

     The depositary may resign at any time by delivering to the Company notice
of its election to do so, and the Company may at any time remove the depositary.
Any resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of that appointment. The successor depositary must
be appointed within 60 days after delivery of the notice for resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least
$150,000,000.

Federal Income Tax Consequences

     Owners of depositary shares will be treated for Federal income tax purposes
as if they were owners of the preferred stock represented by depositary shares.
Accordingly, those owners will be entitled to take into account, for



                                      -30-


Federal income tax purposes, income and deductions to which they would be
entitled if they were holders of the preferred stock. In addition,

     o    no gain or loss will be recognized for Federal income tax purposes
          upon the withdrawal of preferred stock in exchange for depositary
          shares,

     o    the tax basis of each share of preferred stock to an exchanging owner
          of depositary shares will, upon exchange, be the same as the aggregate
          tax basis of the depositary shares exchanged therefor and

     o    the holding period for preferred stock in the hands of an exchanging
          owner of depositary shares will include the period during which that
          person owned those depositary shares.




                                      -31-




                           DESCRIPTION OF COMMON STOCK

     The following is a summary of the material terms of our common stock. You
should read our articles of incorporation and bylaws, which are incorporated by
reference to the registration statement of which this prospectus is a part. All
material terms of the common stock, except those disclosed in the applicable
prospectus supplement, are described in this prospectus.

General

     Under our articles of incorporation, the Company has authority to issue 100
million shares of its common stock, par value $.01 per share. Under Maryland
law, stockholders generally are not responsible for the corporation's debts or
obligations. At July 26, 2004 we had outstanding 41,255,440 shares of common
stock.

Terms

     Subject to the preferential rights of any other shares or series of stock,
including preferred stock outstanding from time to time, and to the provisions
of our articles of incorporation regarding excess stock, common stock holders
will be entitled to receive dividends on shares of common stock if, as and when
authorized and declared by our board of directors out of assets legally
available for that purpose. Subject to the preferential rights of any other
shares or series of stock, including preferred stock outstanding from time to
time, and to the provisions of our articles of incorporation regarding excess
stock, common stockholders will share ratably in the assets of the Company
legally available for distribution to its stockholders in the event of its
liquidation, dissolution or winding up after payment of, or adequate provision
for, all known debts and liabilities of the Company. For a discussion of excess
stock, please see "Restrictions on Transfers of Capital Stock."

     Subject to the provisions of our articles of incorporation regarding excess
stock, each outstanding share of common stock entitles the holder to one vote on
all matters submitted to a vote of stockholders, including the election of
directors, and, except as otherwise required by law or except as provided with
respect to any other class or series of stock, common stock holders will possess
the exclusive voting power. There is no cumulative voting in the election of
directors, which means that the holders of a majority of the outstanding shares
of common stock can elect all of the directors then standing for election, and
the holders of the remaining shares of common stock will not be able to elect
any directors.

     Common stock holders have no conversion, sinking fund or redemption rights,
or preemptive rights to subscribe for any securities of the Company.

     Subject to the provisions of our articles of incorporation regarding excess
stock, all shares of common stock will have equal dividend, distribution,
liquidation and other rights, and will have no preference, appraisal or exchange
rights.

     Under the MGCL, a corporation generally cannot, subject to certain
exceptions, dissolve, amend its articles of incorporation, merge, sell all or
substantially all of its assets, engage in a share exchange or engage in similar
transactions outside the ordinary course of business unless approved by the
affirmative vote of stockholders holding at least two-thirds of the shares
entitled to vote on the matter unless the corporation's articles of
incorporation set forth a lesser percentage, which percentage shall not be less
than a majority of all of the votes to be cast on the matter. Our articles of
incorporation do not provide for a lesser percentage in such situations.

Restrictions on Ownership

     For the Company to qualify as a REIT under the Code, not more than 50% in
value of its outstanding capital stock may be owned, actually or by attribution,
by five or fewer individuals, as defined in the Code to include certain
entities, during the last half of a taxable year. To assist us in meeting this
requirement, we may take certain actions to limit the beneficial ownership,
directly or indirectly, by individuals of our outstanding equity securities. See
"Restrictions on Transfers of Capital Stock."



                                      -32-


Transfer Agent

     The transfer agent and registrar for the common stock is EquiServe Inc. and
its fully owned subsidiary, EquiServe Trust Company, Inc.

Shareholder Rights Plan

     On September 4, 1997, the board of directors of the Company adopted a
shareholder rights plan. Under the shareholder rights plan, one right was
attached to each outstanding share of common stock at the close of business on
October 19, 1997, and one right will be attached to each share of common stock
thereafter issued. Each right entitles the holder to purchase, under certain
conditions, one one-hundredth of a share of our junior participating preferred
stock for $125.00. The rights may also, under certain conditions, entitle the
holders to receive common stock, or common stock of an entity acquiring the
Company, or other consideration, each having a value equal to twice the exercise
price of each right ($250.00). We have designated 1,000,000 shares as junior
participating preferred stock and have reserved such shares for issuance under
the shareholder rights plan. In the event of any merger, consolidation,
combination or other transaction in which shares of common stock are exchanged
for or changed into other stock or securities, cash and/or other property, each
share of junior participating preferred stock will be entitled to receive 100
times the aggregate amount of stock, securities, cash and/or other property into
which or for which each share of common stock is changed or exchanged, subject
to certain adjustments. The rights will expire on October 19, 2007, unless
redeemed earlier by the holders at $.001 per right or exchanged by the holder at
an exchange ratio of one share of common stock per right. The description and
terms of the rights are set forth in a shareholder rights agreement between us
and EquiServe Trust Company, N.A. (formerly First Chicago Trust Company of New
York).




                                      -33-




                   CERTAIN PROVISIONS OF MARYLAND LAW AND THE
                 Company'S ARTICLES OF INCORPORATION AND BYLAWS

     The following summary of certain provisions of Maryland law is not complete
and is qualified by reference to Maryland law and our articles of incorporation
and bylaws, which are incorporated by reference to the registration statement of
which this prospectus is a part.

Business Combinations

     Under the MGCL, certain "business combinations" (as defined in the MGCL)
between a Maryland corporation and an "Interested Stockholder" (as defined in
the MGCL) or, in certain circumstances, an associate or an affiliate thereof,
are prohibited for five years after the most recent date on which the Interested
Stockholder became an Interested Stockholder. Business combinations for the
purposes of the preceding sentence are defined by the MGCL to include certain
mergers, consolidations, share exchanges and asset transfers, some issuances and
reclassifications of equity securities, the adoption of a plan of liquidation or
dissolution or the receipt by an interested stockholder or its affiliate of any
loan advance, guarantee, pledge or other financial assistance or tax advantage
provided by the Company. After the five-year period, any such business
combination must be recommended by the board of directors of the corporation and
approved by the affirmative vote of at least

     o    80% of the votes entitled to be cast by holders of outstanding shares
          of voting stock the corporation and

     o    two-thirds of the votes entitled to be cast by holders of voting stock
          of the corporation other than voting stock held by the Interested
          Stockholder with whom the business combination is to be effected.

The super-majority vote requirements will not apply if, among other things, the
corporation's stockholders receive a minimum price (as defined in the MGCL) for
their shares and the consideration is received in cash or in the same form as
previously paid by the Interested Stockholder for its shares. These provisions
of Maryland law do not apply, however, to business combinations that are
approved or exempted by the board of directors of the corporation prior to the
most recent time that the Interested Stockholder becomes an Interested
Stockholder. Our articles of incorporation exempt from these provisions of the
MGCL any business combination in which there is no Interested Stockholder other
than Jay H. Shidler, the Chairman of our board of directors, or any entity
controlled by Mr. Shidler unless Mr. Shidler is an Interested Stockholder
without taking into account his ownership of shares of our common stock and the
right to acquire shares of our common stock in an aggregate amount that does not
exceed the number of shares of our common stock that he owned and had the right
to acquire, including through the exchange of limited partnership units of the
Operating Partnership, at the time of the consummation of our initial public
offering.

Control Share Acquisitions

     The MGCL provides that "control shares" (as defined in the MGCL) of a
Maryland corporation acquired in a "control share acquisition" (as defined in
the MGCL) have no voting rights except to the extent approved by a vote of
two-thirds of the votes entitled to be cast on the matter, excluding shares of
stock owned by the acquiror or by officers or by directors who are also
employees of the corporation. "Control shares" are voting shares of stock that,
if aggregated with all other shares of stock previously acquired by that person,
would entitle the acquiror to exercise voting power in electing directors within
one of the following ranges of voting power:

     o    one-tenth or more but less than one-third,

     o    one-third or more but less than a majority or

     o    a majority of all voting power.

Control shares do not include shares the acquiring person is then entitled to
vote as a result of having previously obtained stockholder approval. A "control
share acquisition" means the acquisition of ownership of or power to direct the
voting power of control shares, subject to certain exceptions.



                                      -34-


     A person who has made or proposes to make a control share acquisition may
compel the board of directors, upon satisfaction of certain conditions,
including an undertaking to pay certain expenses, to call a special meeting of
stockholders to be held within 50 days after receiving a demand to consider the
voting rights of the shares. If no request for a meeting is made, the
corporation may itself present the question at any meeting of stockholders.

     If voting rights are not approved at the meeting or if the acquiring person
does not deliver an acquiring person statement as required by the MGCL, then,
subject to certain conditions and limitations, the corporation may redeem any or
all of the control shares, except those for which voting rights have previously
been approved. The corporation's redemption of the control shares will be for
fair value determined, without regard to the absence of voting rights, as of the
date of the last control share acquisition or of any meeting of stockholders at
which the voting rights of the control shares are considered and not approved.
If voting rights for control shares are approved at a stockholders meeting and
the acquiror becomes entitled to vote a majority of the shares entitled to vote,
all other stockholders may exercise appraisal rights. The fair value of the
shares as determined for purposes of the appraisal rights may not be less than
the highest price per share paid in the control share acquisition. Certain
limitations and restrictions otherwise applicable to the exercise of dissenters'
rights do not apply in the context of a control share acquisition.

     The control share acquisition statute does not apply to

     o    shares acquired in a merger, consolidation or share exchange if the
          corporation is a party to the transaction or

     o    acquisitions approved or exempted by our articles of incorporation or
          bylaws.

     Our bylaws contain a provision exempting any and all acquisitions of our
shares of capital stock from the control share provisions of the MGCL. There can
be no assurance that this bylaw provision will not be amended or eliminated in
the future.

Amendment of Articles of Incorporation

     Our articles of incorporation, including the provisions on classification
of the board of directors discussed below, may be amended only by the
affirmative vote of the holders of not less than two-thirds of all of the votes
entitled to be cast on the matter.

Meetings of Stockholders

     Our bylaws provide for annual meetings of stockholders to be held on the
third Wednesday in April or on any other day as may be established from time to
time by our board of directors. Special meetings of stockholders may be called
by

     o    our Chairman of the board or our President,

     o    a majority of the board of directors or

     o    stockholders holding at least 25% of our outstanding capital stock
          entitled to vote at the meeting.

     Our bylaws provide that any stockholder of record wishing to nominate a
director or have a stockholder proposal considered at an annual meeting must
provide written notice and certain supporting documentation to us relating to
the nomination or proposal not less than 75 days nor more than 180 days prior to
the anniversary date of the prior year's annual meeting or special meeting in
lieu thereof (the "Anniversary Date"). In the event that the annual meeting is
called for a date more than seven calendar days before the Anniversary Date,
stockholders generally must provide written notice within 20 calendar days after
the date on which notice of the meeting is mailed to stockholders or the date of
the meeting is publicly disclosed.



                                      -35-


     The purpose of requiring stockholders to give us advance notice of
nominations and other business is to afford our board of directors a meaningful
opportunity to consider the qualifications of the proposed nominees or the
advisability of the other proposed business and, to the extent deemed necessary
or desirable by our board of directors, to inform stockholders and make
recommendations about the qualifications or business, as well as to provide a
more orderly procedure for conducting meetings of stockholders. Although our
bylaws do not give our board of directors any power to disapprove stockholder
nominations for the election of directors or proposals for action, they may have
the effect of precluding a contest for the election of directors or the
consideration of stockholder proposals if the proper procedures are not followed
and of discouraging or deterring a third party from conducting a solicitation of
proxies to elect its own slate of directors or to approve its own proposal. Our
bylaws may have those effects without regard to whether consideration of the
nominees or proposal might be harmful or beneficial to us and our stockholders.

Classification of the Board of Directors

     Our bylaws provide that the number of our directors may be established by
the board of directors but may not be fewer than the minimum number required by
Maryland law nor more than twelve. Any vacancy will be filled, at any regular
meeting or at any special meeting called for that purpose, by a majority of the
remaining directors, except that a vacancy resulting from an increase in the
number of directors will be filled by a majority of the entire board of
directors. Under the terms of our articles of incorporation, our directors are
divided into three classes. One class holds office for a term expiring at the
annual meeting of stockholders to be held in 2002, and the other two classes
hold office for terms expiring at the annual meetings of stockholders to be held
in 2003 and 2004, respectively. As the term of each class expires, directors in
that class will be elected for a term of three years and until their successors
are duly elected and qualified. We believe that classification of our board of
directors will help to assure the continuity and stability of our business
strategies and policies as determined by our board of directors.

     The classified board provision could have the effect of making the removal
of incumbent directors more time consuming and difficult, which could discourage
a third party from making a tender offer or otherwise attempting to obtain
control of us, even though such an attempt might be beneficial to us and our
stockholders. At least two annual meetings of stockholders, instead of one, will
generally be required to effect a change in a majority of our board of
directors. Thus, the classified board provision could increase the likelihood
that incumbent directors will retain their positions. Holders of shares of
common stock will have no right to cumulative voting for the election of
directors. Consequently, at each annual meeting of stockholders, the holders of
a majority of the shares of common stock will be able to elect all of the
successors of the class of directors whose term expires at that meeting.




                                      -36-




                   RESTRICTIONS ON TRANSFERS OF CAPITAL STOCK

     For the Company to qualify as a REIT under the Code, among other things,
not more than 50% in value of its outstanding capital stock may be owned,
actually or by attribution, by five or fewer individuals (as defined in the Code
to include certain entities) during the last half of a taxable year. Our capital
stock must also be beneficially owned by 100 or more persons during at least 335
days of a taxable year of 12 months or during a proportionate part of a shorter
tax year. See "Certain U.S. Federal Income Tax Considerations." To ensure that
we remain a qualified REIT, our articles of incorporation, subject to certain
exceptions, provide that no holder may own, or be deemed to own by virtue of the
attribution provisions of the Code, more than an aggregate of 9.9% in value of
our capital stock. Any transfer of capital stock or any security convertible
into capital stock that would create a direct or indirect ownership of capital
stock in excess of the ownership limit or that would result in our
disqualification as a REIT, including any transfer that results in the capital
stock being owned by fewer than 100 persons or results in us being "closely
held" within the meaning of Section 856(h) of the Code, shall be null and void,
and the intended transferee will acquire no rights to the capital stock.

     Capital stock owned, or deemed to be owned, or transferred to a stockholder
in excess of the ownership limit will automatically be exchanged for shares of
"excess stock," as defined in our articles of incorporation, that will be
transferred, by operation of law, to us as trustee of a trust for the exclusive
benefit of the transferees to whom such capital stock may be ultimately
transferred without violating the ownership limit. While the excess stock is
held in trust, it will not be entitled to vote, it will not be considered for
purposes of any stockholder vote or the determination of a quorum for such vote,
and it will not be entitled to participate in the accumulation or payment of
dividends or other distributions. A transferee of excess stock may, at any time
such excess stock is held by us in trust, designate as beneficiary of the
transferee stockholder's interest in the trust representing the excess stock any
individual whose ownership of the capital stock exchanged into such excess stock
would be permitted under the ownership limit, and may transfer that interest to
the beneficiary at a price not in excess of the price paid by the original
transferee-stockholder for the capital stock that was exchanged into excess
stock. Immediately upon the transfer to the permitted beneficiary, the excess
stock will automatically be exchanged for capital stock of the class from which
it was converted.

     In addition, we will have the right, for a period of 90 days during the
time any excess stock is held by us in trust, and, with respect to excess stock
resulting from the attempted transfer of our preferred stock, at any time when
any outstanding shares of preferred stock of the series are being redeemed, to
purchase all or any portion of the excess stock from the original
transferee-stockholder at the lesser of the price paid for the capital stock by
the original transferee-stockholder and the market price, as determined in the
manner set forth in our articles of incorporation, of the capital stock on the
date we exercise our option to purchase or, in the case of a purchase of excess
stock attributed to preferred stock which has been called for redemption, at its
stated value, plus all accumulated and unpaid dividends to the date of
redemption. The 90-day period begins on the date of the violative transfer if
the original transferee-stockholder gives notice to us of the transfer or, if no
such notice is given, the date the board of directors determines that a
violative transfer has been made.




                                      -37-




                 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

     This section is a summary of the material federal income tax matters of
general application pertaining to REITs under the Code. This discussion is based
upon current law (which is subject to change, possibly on retroactive basis) and
does not purport to deal with federal income tax consequences to investors who
purchase our debt securities, common stock, preferred stock or preferred stock
represented by depositary shares (which consequences will be described in
applicable supplements to this prospectus). The provisions of the Code
pertaining to REITs are highly technical and complex and sometimes involve mixed
questions of fact and law. This section does not discuss U.S. federal estate or
gift taxation or state, local or foreign taxation.

     You are advised to consult with your own tax advisor regarding the specific
U.S. federal, state, local and foreign tax consequences to you of the purchase,
ownership and sale of our stock.

     In the opinion of Cahill Gordon & Reindel LLP:

     o    commencing with our taxable year ended December 31, 1994, we have been
          organized and operated in conformity with the requirements for
          qualification and taxation as a REIT under the Code and

     o    our current and proposed method of operation (as represented by us to
          Cahill Gordon & Reindel LLP in a written certificate) will enable us
          to continue to meet the requirements for qualification and taxation as
          a REIT under the Code.

     Cahill Gordon & Reindel LLP's opinion is based on various assumptions and
is conditioned upon certain representations made by us as to factual matters
with respect to us and certain partnerships, limited liability companies and
corporations through which we hold substantially all of our assets, including an
assumption that, if we ultimately were found not to have satisfied the gross
income requirements of the REIT provisions as a result of certain development
agreements entered into by us (as discussed in "Risk Factors" above), such
failure was due to reasonable cause and not due to willful neglect, and we have
otherwise satisfied all the requirements for relief under the Code (as discussed
in "Risk Factors" above). Moreover, our qualification and taxation as a REIT
depends upon our ability to meet, as a matter of fact, through actual annual
operating results, distribution levels, diversity of stock ownership and various
other qualification tests imposed under the Code discussed below, the results of
which will not be reviewed by Cahill Gordon & Reindel LLP. No assurance can be
given that the actual results of our operations for any particular taxable year
will satisfy those requirements.

     To qualify as a REIT under the Code for a taxable year, we must meet
certain organizational and operational requirements, which generally require us
to be a passive investor in real estate and to avoid excessive concentration of
ownership of our capital stock. Generally, at least 75% of the value of our
total assets at the end of each calendar quarter must consist of real estate
assets, cash or governmental securities. We generally may not own securities
possessing more than 10% of the total voting power, or representing more than
10% of the total value, of the outstanding securities of any issuer, and the
value of any one issuer's securities may not exceed 5% of the value of our
assets. Shares of qualified REITs, qualified temporary investments and shares of
certain wholly owned subsidiary corporations known as "qualified REIT
subsidiaries" and "taxable REIT subsidiaries" are exempt from these
prohibitions. We hold assets through certain qualified REIT subsidiaries and
taxable REIT subsidiaries. In the opinion of Cahill Gordon & Reindel LLP, based
on certain factual representations, these holdings do not violate the
prohibitions in the REIT provisions on ownership of securities.

     The 10% and 5% limitations described above will not apply to the ownership
of securities of a taxable REIT subsidiary. A REIT may own up to 100% of the
securities of a taxable REIT subsidiary subject only to the limitations that the
aggregate value of the securities of all taxable REIT subsidiaries owned by the
REIT does not exceed 20% of the value of the assets of the REIT, and the
aggregate value of all securities owned by the REIT (including the securities of
all taxable REIT subsidiaries, but excluding governmental securities) does not
exceed 25% of the value of the assets of the REIT. A taxable REIT subsidiary
generally is any corporation (other than another REIT and corporations involved
in certain lodging, healthcare, franchising and licensing activities) owned by a
REIT with respect to which the REIT and such corporation jointly elect that such
corporation shall be treated as a taxable REIT subsidiary.



                                      -38-


     For each taxable year, at least 75% of a REIT's gross income must be
derived from specified real estate sources and 95% must be derived from such
real estate sources plus certain other permitted sources. Real estate income for
purposes of these requirements includes

     o    gain from the sale of real property not held primarily for sale to
          customers in the ordinary course of business,

     o    dividends on REIT shares,

     o    interest on loans secured by mortgages on real property,

     o    certain rents from real property and

     o    certain income from foreclosure property.

For rents to qualify, they may not be based on the income or profits of any
person, except that they may be based on a percentage or percentages of gross or
receipts. Also, subject to certain limited exceptions, the REIT may not man-age
the property or furnish services to tenants except through an independent
contractor which is paid an arm's-length fee and from which the REIT derives no
income. However, a REIT may render a de minimis amount of otherwise
impermissible services to tenants, or in connection with the management of
property, without causing any income from the property (other than the portion
of the income attributable to the impermissible services) to fail to qualify as
rents from real property. In addition, a taxable REIT subsidiary may provide
certain services to tenants of the REIT, which services could not otherwise be
provided by the REIT or the REIT's other subsidiaries.

     Substantially all of our assets are held through certain partnerships. In
general, in the case of a REIT that is a partner in a partnership, applicable
regulations treat the REIT as holding directly its proportionate share of the
assets of the partnership and as being entitled to the income of the partnership
attributable to such share based on the REIT's proportionate share of such
partnership capital.

     We must satisfy certain ownership restrictions that limit the concentration
of ownership of our capital stock and the ownership by us of our tenants. Our
outstanding capital stock must be held by at least 100 stockholders during at
least 335 days of a taxable year or during a proportionate part of a taxable
year of less than 12 months. No more than 50% in value of our outstanding
capital stock, including in some circumstances capital stock into which
outstanding securities might be converted, may be owned actually or
constructively by five or fewer individuals or certain entities at any time
during the last half of any taxable year. Accordingly, our articles of
incorporation contain certain restrictions regarding the transfer of our common
stock, preferred stock and any other outstanding securities convertible into
stock when necessary to maintain our qualification as a REIT under the Code.
However, because the Code imposes broad attribution rules in determining
constructive ownership, no assurance can be given that the restrictions
contained in our articles of incorporation will be effective in maintaining our
REIT status. See "Restrictions on Transfers of Capital Stock" above.

     So long as we qualify for taxation as a REIT, distribute at least 90% of
our REIT taxable income, computed without regard to net capital gain or the
dividends paid deduction, for each taxable year to our stockholders annually and
satisfy certain other distribution requirements, we will not be subject to
federal income tax on that portion of such income distributed to stockholders.
We will be taxed at regular corporate rates on all income not distributed to
stockholders. Our policy is to distribute at least 90% of our taxable income
annually. We may elect to pass through to our shareholders on a pro rata basis
any taxes paid by us on our undistributed net capital gain income for the
relevant tax year. REITs also may incur taxes for certain other activities or to
the extent distributions do not satisfy certain other requirements.

     Our failure to qualify during any taxable year as a REIT could have a
material adverse effect upon our stockholders and might materially affect our
ability to pay interest and principal to the holders of our debt securities. If
disqualified for taxation as a REIT for a taxable year, we also would be unable
to elect to be taxed as a REIT for the next four taxable years, unless certain
relief provisions were available. We would be subject to federal income tax at
corporate rates on all of our taxable income and would not be able to deduct any
dividends paid, which could



                                      -39-


have a material adverse affect on our business and could result in a
discontinuation of or substantial reduction in dividends to stockholders and
might materially affect our ability to pay interest and principal to the holders
of our debt securities. Should the failure to qualify as a REIT be determined to
have occurred retroactively in one of our earlier tax years, the imposition of a
substantial federal income tax liability on us attributable to any nonqualifying
tax years may adversely affect our business and our ability to pay dividends to
our stockholders and interest and principal to the holders of our debt
securities.

     In the event that we fail to meet certain gross income tests applicable to
REITs, we may nonetheless retain our qualification as a REIT if we pay a penalty
tax equal to the amount by which 90% or 75% of our gross income exceeds our
gross income qualifying under the 95% or 75% gross income test respectively
(whichever amount is greater) multiplied by a fraction intended to reflect our
profitability, so long as such failure was considered to be due to reasonable
cause and not willful neglect and certain other conditions are satisfied. Any
such taxes would adversely affect our ability to pay dividends and distributions
to our stockholders and interest and principal to the holders of our debt
securities.




                                      -40-




                           Forward-looking STATEMENTS

     This prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of the Exchange
Act. We intend such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and are including this statement for the purposes
of complying with those safe harbor provisions. Forward-looking statements,
which are based on certain assumptions and describe our future plans, strategies
and expectations, are generally identifiable by use of the words "believe,"
"expect," "intend," "anticipate," "estimate," "project" or similar expressions.
Our ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material adverse
effect on our operations and future prospects on a consolidated basis include,
but are not limited to, changes in:

     o    economic conditions generally and the real estate market specifically,

     o    legislative/regulatory changes (including changes to laws governing
          the taxation of real estate investment trusts),

     o    availability of financing,

     o    interest rate levels,

     o    competition,

     o    supply and demand for industrial properties in our current and
          proposed market areas,

     o    potential environmental liabilities,

     o    slippage in development or lease-up schedules,

     o    tenant credit risks,

     o    higher-than-expected costs and

     o    changes in general accounting principles, policies and guidelines
          applicable to real estate investment trusts.

     These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Further information concerning us and our business, including
additional factors that could materially affect our financial results, is
included elsewhere in this prospectus and in the documents we incorporate by
reference, including the 2003 Annual Report on Form 10-K of the Operating
Partnership and the 2003 Annual Report on Form 10-K of the Company.

                       WHERE YOU CAN FIND MORE INFORMATION

     The Company and the Operating Partnership are subject to the informational
requirements of the Exchange Act and files reports and other information with
the SEC. You may read and copy any of the Company's and the Operating
Partnership's reports and other materials filed with the SEC at the Public
Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Room. In addition, the SEC maintains a website that contains reports
and other information regarding registrants that file electronically with the
SEC at . The Company's common stock is listed on the NYSE and its filings with
the SEC can also be inspected and copied at the offices of the NYSE at 20 Broad
Street, New York, New York 10005.



                                      -41-


     Whenever a reference is in made in this prospectus to any of our agreements
or other documents, please be aware that the reference herein is only a summary
and that you should refer to the exhibits that are part of the registration
statement filed with the SEC on Form S-3 for a copy of such agreement or other
document.

                       DOCUMENTS INCORPORATED BY REFERENCE

     We incorporate by reference information we file with the SEC, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is an important part of
this prospectus and more recent information automatically updates and supersedes
more dated information contained or incorporated by reference in this
prospectus.

     The Company (file no. 1-13102) filed the following documents with the SEC
and incorporates them by reference into this prospectus:

     (1)  Annual Report on Form 10-K for the year ended December 31, 2003, filed
          March 15, 2004;

     (2)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2004,
          filed May 10, 2004;

     (3)  Current Report on Form 8-K filed May 18, 2004;

     (4)  Current Report on Form 8-K filed May 27, 2004; and

     (5)  Current Report on Form 8-K filed July 30, 2004.

     The Operating Partnership (file no. 333-21873) filed the following
documents with the SEC and incorporates them by reference into this prospectus:

     (1)  Annual Report on Form 10-K for the year ended December 31, 2003, filed
          March 15, 2004;

     (2)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2004,
          filed May 10, 2004;

     (3)  Current Report on Form 8-K filed May 27, 2004;

     (4)  Current Report on Form 8-K filed June 8, 2004;

     (5)  Current Report on Form 8-K filed June 17, 2004; and

     (6)  Current Report on Form 8-K filed July 30, 2004.

     All documents filed by the Company and the Operating Partnership under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this prospectus and prior to the termination of this offering shall be deemed to
be incorporated by reference in this prospectus and made a part hereof from the
date of the filing of such documents.

     We will provide, without charge, to each person to whom this prospectus is
delivered a copy of these filings upon written or oral request to First
Industrial Realty Trust, Inc., 311 S. Wacker Drive, Suite 4000, Chicago,
Illinois 60606, Attention: Investor Relations, telephone number (312) 344-4300.




                                      -42-




                                     EXPERTS

     The financial statements incorporated in this prospectus by reference to
the Company's Current Report on Form 8-K dated July 30, 2004 and the Operating
Partnership's Current Report on Form 8-K dated July 30, 2004 and the financial
statement schedules incorporated in this prospectus by reference to the Annual
Report on Form 10-K of the Company for the year ended December 31, 2003 and the
Annual Report on Form 10-K of the Operating Partnership for the year ended
December 31, 2003 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.


                                  LEGAL MATTERS

     Certain legal matters will be passed upon for us by Cahill Gordon & Reindel
LLP, New York, New York. Cahill Gordon & Reindel LLP will rely as to all matters
of Maryland law on the opinion of McGuireWoods LLP, Baltimore, Maryland. If
counsel for any underwriter, dealer or agent passes on legal matters in
connection with an offering made by this prospectus, we will name that counsel
in the prospectus supplement relating to the offering.




                                      -43-






                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby, which will be
borne by First Industrial Realty Trust, Inc. (the "Company"). All amounts shown
are estimates, except the Securities and Exchange Commission registration fee:

     Securities and Exchange Commission registration fee....   $    47,512.50
     Fees of Rating Agencies................................       670,000.00
     Legal fees and expenses................................       600,000.00
     Accounting fees and expenses...........................       240,000.00
     Miscellaneous..........................................       200,000.00
                                                                -------------
     Total..................................................    $1,757,512.50
                                                                =============

Item 15.  Indemnification of Directors and Officers.

     The Company's articles of incorporation contain certain provisions limiting
the liability of the directors and officers to the fullest extent permitted by
Section 5-418 of the Courts and Judicial Proceedings Article of the Annotated
Code of Maryland ("Courts and Judicial Proceedings Article"). The Company's
articles of incorporation and bylaws also provide certain limitations, permitted
under Maryland General Corporation Law (the "MGCL"), on each director's personal
liability for monetary damages for breach of any duty as a director. Section
5-418 of the Courts and Judicial Proceedings Article permits a Maryland
corporation to limit the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that:
(a) it is proved that the director or officer actually received an improper
benefit or profit in money, property or services for the amount of the benefit
or profit in money, property, or services actually received or (b) a judgment or
other final adjudication is entered in a proceeding based on a finding that the
act, or failure to act, of the director or officer was the result of active and
deliberate dishonesty and was material to the cause of action adjudicated in the
proceeding.

     In addition, the Company's articles of incorporation and bylaws obligate
the Company to indemnify its directors and officers, and permit the Company to
indemnify its employees and other agents, against certain liabilities and
expenses incurred in connection with their service in such capacities, as well
as advancement of costs, expenses and attorneys' fees, to the fullest extent
permitted under MGCL. Section 2-418 of the MGCL permits a Maryland corporation
to indemnify its present and former directors and officers, among others,
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the directors or officers in connection with any proceeding
to which they may be made a party by reason of their service in such capacities,
unless it is established that (a) the act or omission of the director or officer
was material to the matter giving rise to such proceeding and (i) was committed
in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the
director or officer actually received an improper personal benefit in money,
property or services or (c) in the case of any criminal proceeding, the director
or officer had reasonable cause to believe that the act or omission was
unlawful.

     The directors and officers of the Company are entitled to the benefits of
liability insurance maintained by the Company for certain losses arising from
claims or charges made against any officer or director in connection with his or
her service in such capacity.

     The Eighth Amended and Restated Agreement of Limited Partnership of First
Industrial, L.P. contains provisions indemnifying the Company and its officers,
directors and stockholders to the fullest extent permitted by the Delaware
Revised Uniform Limited Partnership Act.



                                      II-1


Item 16.  Exhibits

Exhibit
Number            Description
- ------            -----------

1.1* Form of Underwriting Agreement.

1.2* Form of Sales Agreement.

4.1  Amended and Restated Articles of Incorporation of First Industrial Realty
     Trust, Inc. (incorporated by reference to Exhibit 3.1 of Form 10-Q of First
     Industrial Realty Trust, Inc. for the fiscal quarter ended June 30, 1996).

4.2  Amended and Restated Bylaws of First Industrial Realty Trust, Inc., dated
     September 4, 1997 (incorporated by reference to Exhibit 1 of Form 8-K of
     First Industrial Realty Trust, Inc. dated September 4, 1997, as filed on
     September 29, 1997).

4.3  Articles of Amendment to First Industrial Realty Trust, Inc.'s Articles of
     Incorporation, dated June 20, 1994 (incorporated by reference to Exhibit
     3.2 of Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal
     quarter ended June 30, 1996).

4.4  Articles of Amendment to First Industrial Realty Trust, Inc.'s Articles of
     Incorporation, dated May 31, 1996 (incorporated by reference to Exhibit 3.3
     of Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter
     ended June 30, 1996).

4.5  Articles Supplementary relating to First Industrial Realty Trust, Inc.'s 8
     5/8% Series C Cumulative Preferred Stock, $0.1 par value (incorporated by
     reference to Exhibit 4.1 of Form 8-K of First Industrial Realty Trust, Inc.
     dated June 6, 1997).

4.6  Articles Supplementary relating to First Industrial Realty Trust, Inc.'s
     Junior Participating Preferred Stock, $.01 par value (incorporated by
     reference to Exhibit 4.10 of Form S-3 of First Industrial Realty Trust,
     Inc. and First Industrial, L.P. dated September 24, 1997, Registration No.
     333-29879).

4.7** Articles Supplementary relating to First Industrial Realty Trust, Inc.'s
     6.236% Series F Flexible Cumulative Redeemable Preferred Stock, $.01 par
     value.

4.8** Articles Supplementary relating to First Industrial Realty Trust, Inc.'s
     7.236% Series G Flexible Cumulative Redeemable Preferred Stock, $.01 par
     value.

4.9  Articles Supplementary relating to First Industrial Realty Trust, Inc.'s
     Junior Participating Preferred Stock, $.01 par value (incorporated by
     reference to Exhibit 4.10 of Form S-3 of First Industrial Realty Trust,
     Inc. and First Industrial, L.P. dated September 24, 1997, Registration No.
     333-29879).

4.9  Deposit Agreement, dated June 6, 1997, by and among First Industrial Realty
     Trust, Inc., First Chicago Trust Company of New York and holders from time
     to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 of
     Form 8-K of First Industrial Realty Trust, Inc., dated June 6, 1997).

4.10** Deposit Agreement, dated May 27, 2004, by and among First Industrial
     Realty Trust, Inc., EquiServe Inc. and EquiServe Trust Company, N.A. and
     holders from time to time of Depositary Receipts.

4.11** Deposit Agreement, dated May 27, 2004, by and among First Industrial
     Realty Trust, Inc., EquiServe Inc. and EquiServe Trust Company, N.A. and
     holders from time to time of Depositary Receipts.

4.12 Indenture, dated as of May 13, 1997, between First Industrial, L.P. and
     First Trust National Association, as Trustee (incorporated by reference to
     Exhibit 4.1 of Form 10-Q of First Industrial Realty Trust, Inc. for the
     fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of
     First Industrial Realty Trust, Inc. filed May 30, 1997).



                                      II-2


Exhibit
Number            Description
- ------            -----------


4.13 Supplemental Indenture No. 1, dated as of May 13, 1997, between First
     Industrial, L.P. and First Trust National Association as Trustee relating
     to $150 million of 7.60% Notes due 2007 and $100 million of 7.15% Notes due
     2027 (incorporated by reference to Exhibit 4.2 of Form 10-Q of First
     Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 1997,
     as amended by Form 10-Q/A No. 1 of First Industrial Realty Trust, Inc.
     filed May 30, 1997).

4.14 Supplemental Indenture No. 2, dated as of May 22, 1997, between First
     Industrial, L.P. and First Trust National Association as Trustee relating
     to $100 million of 7 3/8% Notes due 2011 (incorporated by reference to
     Exhibit 4.4 of Form 10-Q of First Industrial, L.P. for the fiscal quarter
     ended March 31, 1997).

4.15 Supplemental Indenture No. 3 dated October 28, 1997 between First
     Industrial, L.P. and First Trust National Association providing for the
     issuance of Medium-Term Notes due Nine Months or more from Date of Issue
     (incorporated by reference to Exhibit 4.1 of Form 8-K of First Industrial,
     L.P. dated November 3, 1997).

4.16 6.90% Medium-Term Note due 2005 in principal amount of $50 million issued
     by First Industrial, L.P. (incorporated by reference to Exhibit 4.17 of
     Form 10-K of First Industrial Realty Trust, Inc. for the year ended
     December 31, 1997).

4.17 7.00% Medium-Term Note due 2006 in principal amount of $150 million issued
     by First Industrial, L.P. (incorporated by reference to Exhibit 4.18 of
     Form 10-K of First Industrial Realty Trust, Inc. for the year ended
     December 31, 1997).

4.18 7.50% Medium-Term Note due 2017 in principal amount of $100 million issued
     by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of
     Form 10-K of First Industrial Realty Trust, Inc. for the year ended
     December 31, 1997).

4.19 Trust Agreement, dated as of May 16, 1997, between First Industrial, L.P.
     and First Bank National Association, as Trustee (incorporated by reference
     to Exhibit 4.5 of Form 10-QT of First Industrial, L.P. for the fiscal
     quarter ended March 31, 1997).

4.20 Rights Agreement, dated as of September 16, 1997, between First Industrial
     Realty Trust, Inc. and First Chicago Trust Company of New York, as Rights
     Agent (incorporated by reference to Exhibit 99.1 of Form 8-A12B of First
     Industrial Realty Trust, Inc. filed on September 24, 1997). 4.21 7.60%
     Notes due 2028 in principal amount of $200 million issued by First
     Industrial, L.P. (incorporated by reference to Exhibit 4.2 of Form 8-K of
     First Industrial, L.P. dated July 15, 1998).

4.22 Supplemental Indenture No. 5, dated as of July 14, 1998, between First
     Industrial, L.P. and the U.S. Bank Trust National Association, relating to
     First Industrial, L.P.'s 7.60% Notes due July 15, 2008 (incorporated by
     reference to Exhibit 4.1 of Form 8-K of First Industrial, L.P. dated July
     15, 1998).

4.23 Supplemental Indenture No. 7 dated as of April 15, 2002, between First
     Industrial, L.P. and U.S. Bank National Association, relating to First
     Industrial, L.P.'s 6.875% Notes due 2012 and 7.75% Notes due 2032
     (incorporated by reference to Exhibit 4.1 of Form 8-K of First Industrial,
     L.P. dated April 4, 2002).

4.24 Form of 6.875% Notes due in 2012 in the principal amount of $200 million
     issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2
     of Form 8-K of First Industrial, L.P., dated April 4, 2002).

4.25 Form of 7.75% Notes due 2032 in the principal amount of $50.0 million
     issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3
     of Form 8-K of First Industrial, L.P., dated April 4, 2002).



                                      II-3


Exhibit
Number            Description
- ------            -----------

4.26 Amended No. 1, dated as of February 25, 2004, to Rights Agreement, dated as
     of September 16, 1997, between First Industrial Realty Trust, Inc. and
     EquiServe Trust Company, N.A. (f/k/a First Chicago Trust Company of New
     York), as Rights Agent (incorporated by reference to Exhibit 4.23 of Form
     10-K of First Industrial Realty Trust, Inc. for the year ended December 31,
     2003).

4.27 Supplemental Indenture No. 8, dated as of May 17, 2004, between First
     Industrial, L.P. and U.S. Bank National Association, relating to First
     Industrial, L.P.'s 6.42% Notes due 2014 (incorporated by reference to
     Exhibit 4.1 of Form 8-K of First Industrial, L.P. filed May 27, 2004).

4.28 Supplemental Indenture No. 9, dated as of June 14, 2004, between First
     Industrial, L.P. and U.S. Bank National Association, relating to First
     Industrial, L.P.'s 5.25% Senior Notes due 2009 (incorporated by reference
     to Exhibit 4.1 of Form 8-K of First Industrial, L.P. filed June 17, 2004).

4.29** Eighth Amended and Restated Limited Partnership Agreement of First
     Industrial, L.P. dated June 2, 2004.

5.1** Opinion of Cahill Gordon & Reindel LLP, counsel to the Registrants, as to
     the legality of the securities being registered.

8.1** Opinion of Cahill Gordon & Reindel LLP, counsel to the Registrants, as to
     certain tax matters.

12.1** Computation of ratios of earnings to fixed charges and preferred stock
     dividends of First Industrial Realty Trust, Inc.

12.2** Computation of earnings to fixed charges of First Industrial, L.P.

23.1** Consent of PricewaterhouseCoopers LLP.

23.2** Consents of Cahill Gordon & Reindel LLP (included in Exhibits 5.1 and
     8.1).

24.1** Power of Attorney (included on the signature pages hereto).

25.1** Statement of eligibility of Trustee on Form T-1.

_______________________


*    To be filed either by amendment or as an exhibit to an Exchange Act report
     of the Registrant and incorporated herein by reference.

**   Filed herewith.




                                      II-4




Item 17.  Undertakings.

     (a)  The undersigned registrants hereby undertake:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) under the Securities Act of 1933, if, in the
                    aggregate, the changes in volume and price represent no more
                    than a 20% change in the maximum aggregate offering price
                    set forth in the "Calculation of Registration Fee" table in
                    the effective registration statement; and

               (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               herein do not apply if the information required to be included in
               a post-effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the Commission by the
               undersigned registrants pursuant to Section 13 or Section 15(d)
               of the Securities Exchange Act of 1934 that are incorporated by
               reference in the registration statement;

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned registrants hereby undertake that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of each of the registrant's annual reports pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of each of the registrants pursuant to the
          provisions described under Item 15 above, or otherwise, the
          registrants have been advised that in the opinion of the Securities
          and Exchange Commission such indemnification is against public policy
          as expressed in the Securities Act of 1933 and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrants of
          expenses in-



                                      II-5


          curred or paid by a director, officer, or controlling person of each
          of the registrants in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, each of the
          registrants will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act of 1933
          and will be governed by the final adjudication of such issue.

     (d)  The undersigned registrants hereby undertake to file an application
          for the purpose of determining the eligibility of the trustee to act
          under subsection (a) of Section 310 of the Trust Indenture Act in
          accordance with the rules and regulations prescribed by the Commission
          under Section 305(b)(2) of the Trust Indenture Act.




                                      II-6




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on July 30, 2004.

                              FIRST INDUSTRIAL REALTY TRUST, INC.


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


                              FIRST INDUSTRIAL, L.P.
                              By:  First Industrial Realty Trust, Inc.


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


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael W. Brennan and Michael J. Havala,
and each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement on Form S-3, to sign any and all
pre- or post-effective amendments to this Registration Statement on Form S-3 and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection with such matters, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:




                Signature                                      Title                                Date
                ---------                                      -----                                ----

                                                                                           
         /s/ Michael W. Brennan               President, Chief Executive Officer and             July 30, 2004
- -------------------------------------------   Director (Principal Executive Officer)
           Michael W. Brennan

            /s/ M.J. Havala                   Chief Financial Officer                            July 30, 2004
- -------------------------------------------   (Principal Financial Officer)
           Michael J. Havala

           /s/ Scott A. Musil                 Senior Vice President, Controller,                 July 30, 2004
- -------------------------------------------   Treasurer and Assistant Secretary
             Scott A. Musil                   (Principal Accounting Officer)




                                      II-7


                Signature                                      Title                                Date
                ---------                                      -----                                ----

             /s/ J. Shidler                   Director                                           July 30, 2004
- -------------------------------------------
             Jay H. Shidler

         /s/ Michael G. Damone                Director                                           July 30, 2004
- -------------------------------------------
           Michael G. Damone

           /s/ Kevin W. Lynch                 Director                                           July 30, 2004
- -------------------------------------------
             Kevin W. Lynch

              /s/ John Rau                    Director                                           July 30, 2004
- -------------------------------------------
                John Rau

            /s/ W. Ed Tyler                   Director                                           July 30, 2004
- -------------------------------------------
              W. Ed Tyler

          /s/ J. Steven Wilson                Director                                           July 30, 2004
- -------------------------------------------
            J. Steven Wilson




                                      II-8

                                                                  EXECUTION COPY




             Series F Flexible Cumulative Redeemable Preferred Stock
                   (Liquidation Preference $100,000 Per Share)


                             ARTICLES SUPPLEMENTARY



                       FIRST INDUSTRIAL REALTY TRUST, INC.




                          ____________________________



            Articles Supplementary of Board of Directors Classifying
                 and Designating a Series of Preferred Stock as
             Series F Flexible Cumulative Redeemable Preferred Stock
                           and Fixing Distribution and
                   Other Preferences and Rights of Such Series



                          ____________________________


                            Dated as of May 26, 2004




                                                                  EXECUTION COPY


                       FIRST INDUSTRIAL REALTY TRUST, INC.


                                   __________


            Articles Supplementary of Board of Directors Classifying
                 and Designating a Series of Preferred Stock as

             Series F Flexible Cumulative Redeemable Preferred Stock
                           and Fixing Distribution and
                   Other Preferences and Rights of Such Series


                                   __________


     First Industrial Realty Trust, Inc., a Maryland corporation, having its
principal office in the State of Maryland in the City of Baltimore (the
"Company"), hereby certifies to the State Department of Assessments and Taxation
of Maryland that:

     Pursuant to authority conferred upon the Board of Directors by the Charter
and Bylaws of the Company, the Board of Directors on December 3, 1996, December
4, 1997 and December 3, 1998 adopted resolutions appointing certain members of
the Board of Directors to a committee (the "Special Committee") with power to
cause the Company to issue, among other things, certain series of Preferred
Stock and to determine the number of shares which shall constitute such series
and the Distribution Rate (as defined herein) and other terms of such series.
The Special Committee pursuant to a resolution dated May 15, 2004 (i) authorized
the creation and issuance of the 500 shares of Series F Flexible Cumulative
Redeemable Preferred Stock described herein which stock was previously
authorized but unissued Preferred Stock, and (ii) determined the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
distributions, qualifications, distribution rate, and terms and conditions of
redemption of the shares of such series. Such preferences, conversion and other
rights, voting powers, restrictions, limitations as to distributions,
qualifications, and terms and conditions of redemption, number of shares and
distribution rate, as determined by such duly authorized committee, as
applicable, are as follows:

     Section 1. Number of Shares and Designation. This class of Preferred Stock
shall be designated Series F Flexible Cumulative Redeemable Preferred Stock (the
"Series F Preferred Shares") and the number of shares which shall constitute
such series shall not be more than 500 shares, par value $.01 per share, which
number may be decreased (but not below the number thereof then outstanding) from
time to time by the Board of Directors.

     Section 2. Distribution Rights. (1) The following terms shall have the
meanings assigned to them in this Section 2:




     "3-month LIBOR Rate" means, for each Distribution Period, the arithmetic
     average of the two most recent weekly quotes for deposits for U.S. Dollars
     having a term of three months, as published on the first Business Day of
     each week during the relevant Calendar Period immediately preceding the
     Distribution Period for which the Floating Rate is being determined. Such
     quotes will be taken from the Bloomberg interest rate page most nearly
     corresponding to Telerate Page 3750 (or such other page as may replace such
     page for the purpose of displaying comparable rates) at approximately 11:00
     a.m. London time on the relevant date. If such rate does not appear on the
     Bloomberg interest rate page most nearly corresponding to Telerate Page
     3750 (or such other page as may replace such page for the purpose of
     displaying comparable rates) on the Distribution Determination Date, the
     3-month LIBOR Rate will be the arithmetic mean of the rates quoted by three
     major banks in New York City selected by the Calculation Agent, at
     approximately 11:00 a.m., New York City time, on the Distribution
     Determination Date for loans in U.S. Dollars to leading European banks for
     a period of three months.

     "10-year Treasury CMT" means the rate determined in accordance with the
     following provisions:

          (i) With respect to any Distribution Determination Date and the
     Distribution Period that begins immediately thereafter, the 10-year
     Treasury CMT means the rate displayed on the Bloomberg interest rate page
     most nearly corresponding to Telerate Page 7051 containing the caption
     "...Treasury Constant Maturities... Federal Reserve Board Release
     H.15...Mondays Approximately 3:45 P.M.," and the column for the Designated
     CMT Maturity Index.

          (ii) If such rate is no longer displayed on the relevant page, or is
     not so displayed by 3:00 P.M., New York City time, on the applicable
     Distribution Determination Date, then the 10-year Treasury CMT for such
     Distribution Determination Date will be such treasury constant maturity
     rate for the Designated CMT Maturity Index as is published in H.15(519).

          (iii) If such rate is no longer displayed on the relevant page, or if
     not published by 3:00 P.M., New York City time, on the applicable
     Distribution Determination Date, then the 10-year Treasury CMT for such
     Distribution Determination Date will be such constant maturity treasury
     rate for the Designated CMT Maturity Index (or other United States Treasury
     rate for the Designated CMT Maturity Index) for the applicable Distribution
     Determination Date with respect to such Distribution reset date as may then
     be published by either the Board of Governors of the Federal Reserve System
     or the United States Department of the Treasury that the Calculation Agent
     determines to be comparable to the rate formerly displayed on the the
     Bloomberg interest rate page most nearly corresponding to Telerate Page
     7051 and published in H.15(519).

          (iv) If such information is not provided by 3:00 P.M., New York City
     time, on the applicable Distribution Determination Date, then the 10-year
     Treasury CMT for such Distribution Determination Date will be calculated by
     the Calculation Agent and will be a yield to maturity, based on the
     arithmetic mean of the secondary market offered



                                       3


     rates as of approximately 3:30 P.M., New York City time, on such
     Distribution Determination Date reported, according to their written
     records, by three leading primary United States government securities
     dealers in The City of New York (each, a "Reference Dealer") selected by
     the Calculation Agent (from five such Reference Dealers selected by the
     Calculation Agent and eliminating the highest quotation (or, in the event
     of equality, one of the highest) and the lowest quotation (or, in the event
     of equality, one of the lowest)), for the most recently issued direct
     noncallable fixed rate obligations of the United States ("Treasury
     Debentures") with an original maturity of approximately the Designated CMT
     Maturity Index and a remaining term to maturity of not less than such
     Designated CMT Maturity Index minus one year.

          (v) If the Calculation Agent is unable to obtain three such Treasury
     Debentures quotations, the 10-year Treasury CMT for the applicable
     Distribution Determination Date will be calculated by the Calculation Agent
     and will be a yield to maturity based on the arithmetic mean of the
     secondary market offered rates as of approximately 3:30 P.M., New York City
     time, on the applicable Distribution Determination Date of three Reference
     Dealers in The City of New York (from five such Reference Dealers selected
     by the Calculation Agent and eliminating the highest quotation (or, in the
     event of equality, one of the highest) and the lowest quotation (or, in the
     event of equality, one of the lowest)), for Treasury Debentures with an
     original maturity of the number of years that is the next highest to the
     Designated CMT Maturity Index and a remaining term to maturity closest to
     the Designated CMT Maturity Index and in an amount of at least $100
     million.

          (vi) If three or four (and not five) of such Reference Dealers are
     quoting as set forth above, then the 10-year Treasury CMT will be based on
     the arithmetic mean of the offered rates obtained and neither the highest
     nor lowest of such quotes will be eliminated; provided, however, that if
     fewer than three Reference Dealers selected by the Calculation Agent are
     quoting as set forth above, the 10-year Treasury CMT with respect to the
     applicable Distribution Determination Date will remain the 10-year Treasury
     CMT for the immediately preceding interest period. If two Treasury
     Debentures with an original maturity as described in the second preceding
     sentence have remaining terms to maturity equally close to the Designated
     CMT Maturity Index, then the quotes for the Treasury Debentures with the
     shorter remaining term to maturity will be used.

     "30-year Treasury CMT" has the meaning specified under the definition of
     10-year Treasury CMT, except that the Designated CMT Maturity Index for the
     30-year Treasury CMT shall be 30 years.

     "Bloomberg" means Bloomberg Financial Markets Commodities News.

     "Business Day" means a day other than (i) a Saturday or Sunday; (ii) a day
     on which banks in New York, New York are authorized or obligated by law or
     executive order to remain closed; or (iii) a day on which the Company's
     principal executive office is closed for business.



                                       4


     "Calculation Agent" means the Bank of New York, or its successor appointed
     by the Company, acting as calculation agent.

     "Calendar Period" means a period of 180 calendar days.

     "Clearing Agency" means an organization registered as a "clearing agency"
     pursuant to Section 17A of the Exchange Act. The Depository Trust Company
     will be the initial Clearing Agency.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
     institution or other Person for whom from time to time the Clearing Agency
     effects book-entry transfers and pledges of securities deposited with the
     Clearing Agency.

     "Definitive Series F Preferred Share Certificates" means any Series F
     Preferred Share Certificate issued in certificated, fully registered form,
     other than any global certificate registered in the name of the Clearing
     Agency.

     "Designated CMT Maturity Index" means the original period to maturity of
     the U.S. Treasury securities (10 years) with respect to which the 10-year
     Treasury CMT will be calculated.

     "Distribution Determination Date" means the second London Business Day
     immediately preceding the first day of the relevant Distribution Period in
     the Floating Rate Period.

     "Distribution Payment Date" means each day on which Distributions are
     payable determined based on the then-applicable Distribution Period.

     "Distribution Period" means each semiannual period in a Fixed Rate Period
     and each quarterly period in a Floating Rate Period for which Distributions
     are payable; provided that the last Distribution Period in a Fixed Rate
     Period may be shorter than six (6) months and the last Distribution Period
     in a Floating Rate Period may be shorter than three (3) months.

     "Distribution Rate" means the rate at which Distributions will accrue in
     respect of any Distribution Period, as determined pursuant to the terms of
     this Section 2, whether by Remarketing or otherwise.

     "Distributions" means amounts payable in respect of the Series F Preferred
     Shares as provided in this Section 2.

     "Election Date" means, with respect to any proposed Remarketing, a date as
     determined by the Company that is no later than the fifth Business Day
     prior to the proposed Remarketing Date.

     "Fixed Rate" means the Distribution Rate during the Initial Fixed Rate
     Period and any subsequent Fixed Rate Period as determined by a Remarketing.



                                       5


     "Fixed Rate Period" means the Initial Fixed Rate Period and each period set
     by the Company during a Remarketing for which the Fixed Rate determined in
     such Remarketing will apply; provided, however, that a Fixed Rate Period
     must be for a duration of at least six months and may not end on a day
     other than a Distribution Payment Date.

     "Floating Rate" means the Distribution Rate during a Floating Rate Period
     calculated pursuant to Section 2(10) hereof.

     "Floating Rate Period" means any period during which a Floating Rate is in
     effect.

     "Initial Distribution Rate" means 6.236% per annum.

     "Initial Fixed Rate Period" means the Issue Date through March 31, 2009.

     "Issue Date" means the date of the delivery of the Series F Preferred
     Shares.

     "Owners" means each Person who is the beneficial owner of a Series F
     Preferred Share Certificate as reflected in the records of the Clearing
     Agency or, if a Clearing Agency Participant is not the Owner, then as
     reflected in the records of a Person maintaining an account with the
     Clearing Agency (directly or indirectly, in accordance with the rules of
     the Clearing Agency).

     "Person" means an individual, corporation, partnership, joint venture,
     trust, limited liability company or corporation, unincorporated
     organization or government or any agency or political subdivision thereof.

     "Redemption Date" means, with respect to any Series F Preferred Shares to
     be redeemed, the date fixed for such redemption by or pursuant to this
     Articles Supplementary.

     "Remarketing" means the conduct by which a Fixed Rate shall be determined
     in accordance with the Remarketing Procedures.

     "Remarketing Agent" means Lehman Brothers, Inc., its successors or assigns,
     or such other remarketing agent appointed to such capacity by the Company.

     "Remarketing Agreement" means the agreement among the Company, First
     Industrial L.P., a Delaware limited partnership, and Lehman Brothers Inc.,
     as Remarketing Agent, dated May 27, 2004.

     "Remarketing Date" means any Business Day no later than the third Business
     Day prior to any Remarketing Settlement Date.


                                       6


     "Remarketing Procedures" means those procedures set forth in Section 2(12)
     hereof.

     "Remarketing Settlement Date" means, to the extent applicable, (i) the
     first Business Day of the next Distribution Period following the expiration
     of the Initial Fixed Rate Period; (ii) any Distribution Payment Date during
     a Floating Rate Period; or (iii) any Distribution Payment Date during a
     time in which Series F Preferred Shares are not redeemable in a subsequent
     Fixed Rate Period and the date set by the Company during a time in which
     the Series F Preferred Shares are redeemable in a subsequent Fixed Rate
     Period.

     "Series F Preferred Share Certificate" means a certificate evidencing
ownership of a Series F Preferred Share.

     Notwithstanding the foregoing, in the event the Company issues depositary
shares each representing 1/100th of a Series F Preferred Share (the "Depositary
Shares") in respect of all of the issued and outstanding Series F Preferred
Shares, then (i) the provisions of this Section 2 relating to the Remarketing of
and establishment of Distribution Rates for the Series F Preferred Shares shall
be deemed to refer to the Depositary Shares, (ii) the Distribution Rate per
share on the Series F Preferred Shares for each Distribution Period shall be
equal to the Distribution Rate per share on the Depositary Shares for such
Distribution Period determined in accordance with this Section (2) and (iii) in
the definitions of "Definitive Series F Preferred Share Certificate," "Owners"
and "Series F Preferred Share Certificate," the term "Preferred Share
Certificate" shall be deemed to refer to the Depositary Shares.

     "Telerate Page 3750" means the display designated on page 3750 on MoneyLine
Telerate (or such other pages as may replace the 3750 page on the service or
such other service as may be nominated by the British Bankers' Association for
the purpose of displaying London interbank offered rates for U.S. Dolllars
deposits).

     "Telerate Page 7051" means the display on MoneyLine Telerate (or any
successor service), on such page (or any other page as may replace such page on
that service), for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519).

     (2) Distributions shall be payable in cash on the Series F Preferred Shares
when and as declared by the Board of Directors, out of assets legally available
therefore. Distributions shall accrue from the Issue Date until the Redemption
Date. During the Initial Fixed Rate Period, Distributions will be payable
semiannually in arrears on March 31 and September 30 of each year, commencing on
September 30, 2004. During any subsequent Fixed Rate Period Distributions will
be payable semiannually in arrears determined based on the Remarketing Date (for
example, if the Series F Preferred Shares are remarketed for a new Fixed Rate
Period that begins on January 1 or July 1, Distributions will be payable on June
30 and December 31 of each year, and if the Series F Preferred Shares are
remarketed for a new Fixed Rate Period that begins on April 1 or October 1,
Distributions will be payable on September 30 and March 31 of each year), and on
each other date on which a Fixed Rate Period ends. Any Fixed Rate Period may not
end on a day other than a Distribution Payment Date. During any Floating Rate
Period, Distributions will be payable quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year, and on each other date on which a
Floating Rate



                                       7


Period ends. Distributions not paid on a Distribution Payment Date will
accumulate additional Distributions (to the extent permitted by law) compounded
semiannually at the Fixed Rate or quarterly at the Floating Rate, as applicable,
then in effect.

     Each such Distribution shall be paid to the holders of record of Series F
Preferred Shares as they appear on the stock register of the Company as of the
opening of business on the Business Day immediately preceding such Distribution
Payment Date. After full Distributions on the Series F Preferred Shares have
been paid or declared and funds set aside for payment for all past Distribution
Periods and for the then current Distribution Period, the holders of the Series
F Preferred Shares will not be entitled to any further Distributions with
respect to that Distribution Period.

     (3) If any Distribution Payment Date with respect to a Fixed Rate Period is
not a Business Day, then Distributions will be payable on the first Business Day
following such Distribution Payment Date, with the same force and effect as if
payment was made on the date such payment was originally payable. If any
Distribution Payment Date with respect to a Floating Rate Period is not a
Business Day, then Distributions will be payable on the first Business Day
following such Distribution Payment Date and Distributions shall accrue to the
actual payment date (except for a Distribution Payment Date that coincides with
the Redemption Date).

     (4) The amount of Distributions payable on each Distribution Payment Date
relating to a Fixed Rate Period will be computed on the basis of a 360-day year
of twelve 30-day months. The amount of Distributions payable on each
Distribution Payment Date relating to a Floating Rate Period will be computed by
multiplying the per annum Distribution Rate in effect for such Distribution
Period by a fraction, the numerator of which will be the actual number of days
in such Distribution Period (or portion thereof) (determined by including the
first day thereof and excluding the last thereof) and the denominator of which
will be 360, and multiplying the rate so obtained by (i) $100,000 with respect
to each Series F Preferred Share or (ii) $1,000 in the event the Company has
issued Depositary Shares in respect of all of the issued and outstanding Series
F Preferred Shares.

     (5) When Distributions are not paid in full upon the Series F Preferred
Shares and any other series of preferred stock of the Company ranking on a
parity therewith as to dividends, all Distributions declared upon the Series F
Preferred Shares and any other series of preferred stock of the Company ranking
on a parity therewith as to dividends shall be declared pro rata so that the
amount of dividends declared per share on the Series F Preferred Shares and such
other series of preferred stock shall in all cases bear to each other that same
ratio that the accumulated dividends per share on the Series F Preferred Shares
and such other series of preferred stock bear to each other. Except as provided
in the preceding sentence, unless an amount equal to full cumulative
Distributions on the Series F Preferred Shares has been paid to holders of
record of Series F Preferred Shares entitled to receive Distributions as set
forth above by the Company for all past Distribution Periods, no Distributions
(other than in shares of the Company's common stock, par value $.01 per share
(together with any other shares of capital stock of the Company into which such
shares shall be reclassified or changed "Common Stock"), or other shares of
capital stock of the Company ranking junior to the Series F Preferred Shares as
to dividends and upon liquidation) shall be declared or paid or set aside for
payment nor shall



                                       8


any other distribution be made upon the Common Stock or any other shares of
capital stock of the Company ranking junior to or on a parity with the Series F
Preferred Shares as to dividends or upon liquidation. Unless an amount equal to
full cumulative Distributions on the Series F Preferred Shares has been paid to
holders of record of Series F Preferred Shares entitled to receive Distributions
as set forth above by the Company for all past Distribution Periods, no Common
Stock or any other shares of capital stock of the Company ranking junior to or
on a parity with the Series F Preferred Shares as to dividends or upon
liquidation shall be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Company or any subsidiary
of the Company, except by conversion into or exchange for shares of capital
stock of the Company ranking junior to the Series F Preferred Shares as to
dividends and upon liquidation.

     (6) During the Initial Fixed Rate Period, the Distribution Rate shall be
the Initial Distribution Rate.

     (7) Prior to the expiration of the Initial Fixed Rate Period, the Company
will have the option to remarket the Series F Preferred Shares to establish a
new Fixed Rate with respect to the Series F Preferred Shares (to be in effect
after the Initial Fixed Rate Period). Any new Fixed Rate so established will be
in effect for such Fixed Rate Period as the Company determines in connection
with the Remarketing, provided that a Fixed Rate Period must be for a duration
of at least six months and may not end on a day other than a Distribution
Payment Date. Prior to the expiration of any Fixed Rate Period after the Initial
Fixed Rate Period during which the Series F Preferred Shares are not redeemable,
the Company will have the option to remarket the Series F Preferred Shares to
establish a new Fixed Rate for a new Fixed Rate Period (to be in effect after
the expiration of the then current Distribution Period). The Company also has
the option to remarket the Series F Preferred Shares for the purpose of
establishing a new Fixed Rate for a new Fixed Rate Period prior to any
Distribution Payment Date in any subsequent Fixed Rate Period during a time in
which the Series F Preferred Shares are redeemable.

     If the Company elects to conduct a Remarketing of the Series F Preferred
Shares for the purpose of establishing a new Fixed Rate for a new Fixed Rate
Period, the Company shall, not less than 10 nor more than 35 Business Days prior
to the related Election Date, notify in writing the Clearing Agency, the
Remarketing Agent and the Calculation Agent. If the Series F Preferred Shares
are not issued in global, fully registered form to the Clearing Agency, such
notice shall be delivered to the Owners instead of the Clearing Agency. Such
notice shall describe the Remarketing and shall indicate the length of the
proposed new Fixed Rate Period, the proposed Remarketing Date and any redemption
provisions that will apply during such new Fixed Rate Period. The Company shall
have the right to terminate a Remarketing at any time prior to the Election Date
by notice of such termination to the Clearing Agency (or the Owners, as
applicable), the Remarketing Agent and the Calculation Agent.

     (8) If the Remarketing Agent has determined that it will be able to
remarket all Series F Preferred Shares tendered or deemed tendered for purchase
in the Remarketing at a Fixed Rate and at a price of $100,000 per Series F
Preferred Share (or $1,000 per Depositary Share), prior to 4:00 P.M., New York
City time, on any Remarketing Date, the Distribution Rate for the new Fixed Rate
Period will be the Fixed Rate determined by the Remarketing Agent,



                                       9


which will be the rate per annum (rounded to the nearest one-thousandth (0.001)
of one percent per annum) that the Remarketing Agent determines, in its sole
judgment, to be the lowest Fixed Rate per annum that will enable it to remarket
all Series F Preferred Shares tendered or deemed tendered for Remarketing at a
price of $100,000 per Series F Preferred Share (or $1,000 per Depositary Share).

     (9) If the Series F Preferred Shares are not redeemed and the Company does
not elect to remarket the Series F Preferred Shares pursuant to this Section 2
or has terminated a Remarketing or if the Remarketing Agent is unable to
remarket all of the Series F Preferred Shares tendered or deemed tendered for a
purchase price of $100,000 per Series F Preferred Share (or $1,000 per
Depositary Share) pursuant to the Remarketing procedures described above,
Distributions on the Series F Preferred Shares will thereafter be cumulative
from such date and the Distribution Rate shall be the Floating Rate and the new
Distribution Period shall be a Floating Rate Period, subject to the Company's
right to subsequently remarket the Series F Preferred Shares to again establish
a Fixed Rate for a new Fixed Rate Period. During any Floating Rate Period, the
Company may elect to remarket the Series F Preferred Shares prior to any
Distribution Payment Date relating to a Floating Rate Period in order to again
establish a new Fixed Rate for a new Fixed Rate Period (to be in effect after
the expiration of the then current Distribution Period).

     (10) The Calculation Agent shall calculate the Floating Rate on the
applicable Distribution Determination Date as follows:

     Except as provided below, the Floating Rate for any Floating Rate Period
for the Series F Preferred Shares will be equal to the Adjustable Rate (as
defined below) plus 2.375%. The "Adjustable Rate" for any Distribution Period
will be equal to the highest of the 3-month LIBOR Rate, the 10-year Treasury CMT
and the 30-year Treasury CMT (each as defined above and collectively referred to
as the "Benchmark Rates") for such Distribution Period during the Floating Rate
Period. In the event that the Calculation Agent determines in good faith that
for any reason:

          (i) any one of the Benchmark Rates cannot be determined for any
     Distribution Period, the Adjustable Rate for such Distribution Period will
     be equal to the higher of whichever two of such rates can be so determined;

          (ii) only one of the Benchmark Rates can be determined for any
     Distribution Period, the Adjustable Rate for such Distribution Period will
     be equal to whichever such rate can be so determined; or

          (iii) none of the Benchmark Rates can be determined for any Dividend
     Period, the Adjustable Rate for the preceding Distribution Period will be
     continued for such Distribution Period.

     The 3-month LIBOR Rate, the 10-year Treasury CMT and the 30-year Treasury
CMT shall each be rounded to the nearest hundredth of a percent.



                                       10


     The Floating Rate with respect to each Floating Rate Period will be
calculated as promptly as practicable by the Calculation Agent according to the
appropriate method described above.

     (11) If a new Fixed Rate for a new Fixed Rate Period is set in a
Remarketing (as described in this Section 2), a new Fixed Rate Period shall
commence following the expiration of the then current Distribution Period. If a
new Fixed Rate for a new Fixed Rate Period is not set, for any reason, including
after the expiration of the Initial Fixed Rate Period, in accordance with the
terms of Section 2(12) of these Articles Supplementary, a Floating Rate Period
and the corresponding Floating Rate determined or redetermined in accordance
with Section 2(10) shall be in effect unless and until the Company remarkets the
Series F Preferred Shares and sets a new Fixed Rate for a new Fixed Rate Period
in accordance with this Section 2 and the Remarketing Procedures.

     (12) (a) If the Company elects to conduct a Remarketing, the Company, not
less than 10 nor more than 35 Business Days prior to the related Election Date,
is required pursuant to Section 2(7) to give the written notice of proposed
Remarketing of the Series F Preferred Shares to the Clearing Agency, the
Remarketing Agent and the Calculation Agent. If the Series F Shares are not
issued in global, fully registered form to the Clearing Agency, such notice
shall be delivered to the Owners instead of the Clearing Agency. As required by
Section 2(7), such notice will describe the Remarketing and will indicate the
length of the proposed new Fixed Rate Period, the proposed Remarketing Date and
any redemption provisions that will apply during such new Fixed Rate Period. At
any time prior to the Election Date, the Company may elect to terminate a
Remarketing by giving the Clearing Agency (or the holders, as applicable), the
Remarketing Agent and the Calculation Agent written notice of such termination.

     (b) Not later than 4:00 P.M., New York City time, on an Election Date, each
Owner of Series F Preferred Shares may give, through the facilities of the
Clearing Agency in the case of book-entry Series F Preferred Share Certificates,
a written notice to the Company of its election ("Notice of Election") (i) to
retain and not to have all or any portion of the Series F Preferred Shares owned
by it remarketed in the Remarketing or (ii) to tender all or any portion of such
Series F Preferred Shares for purchase in the Remarketing (such portion, in
either case, is to be in the Liquidation Amount of $100,000 (or $1,000 per
Depository Share) or any integral multiple thereof). Any Notice of Election
given to the Company will be irrevocable and may not be conditioned upon the
level at which the Fixed Rate is established in the Remarketing. Promptly after
4:30 P.M., New York City time, on such Election Date, the Company, based on the
Notices of Election received by it through the Clearing Agency (or from the
Owners, if Definitive Series F Preferred Share Certificates have been issued)
prior to such time, will notify the Remarketing Agent of the number of Series F
Preferred Shares to be retained by holders of Series F Preferred Shares and the
number of Series F Preferred Shares tendered or deemed tendered for purchase in
the Remarketing.

     (c) If any holder gives a Notice of Election to tender Series F Preferred
Shares as described in Section 12(b)(ii) above, the Series F Preferred Shares so
subject to such Notice of Election will be deemed tendered for purchase in the
Remarketing, notwithstanding any failure by such holder to deliver or properly
deliver such Series F Preferred Shares to the Remarketing



                                       11


Agent for purchase. If any holder of Series F Preferred Shares fails timely to
deliver a Notice of Election, as described above, such Series F Preferred Shares
will be deemed tendered for purchase in such Remarketing, notwithstanding such
failure or the failure by such holder to deliver or properly deliver such Series
F Preferred Shares to the Remarketing Agent for purchase.

     (d) The right of each holder of Series F Preferred Shares to have Series F
Preferred Shares tendered for purchase in the Remarketing shall be limited to
the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the
terms of the Remarketing Agreement, (ii) Series F Preferred Shares tendered have
not been called for redemption, (iii) the Remarketing Agent is able to find a
purchaser or purchasers for tendered Series F Preferred Shares at a Fixed Rate
and (iv) such purchaser or purchasers deliver the purchase price therefore to
the Remarketing Agent.

     (e) Any holder of Series F Preferred Shares that desires to continue to
retain a number of Series F Preferred Shares, but only if the Fixed Rate is not
less than a specified rate per annum, shall submit a Notice of Election to
tender such Series F Preferred Shares pursuant to this Section 2(12) and
separately notify the Remarketing Agent of its interest at the telephone number
set forth in the notice of Remarketing delivered pursuant to this Section 2(12).
If such holder so notifies the Remarketing Agent, the Remarketing Agent will
give priority to such holder's purchase of such number of Series F Preferred
Shares in the Remarketing, providing that the Fixed Rate is not less than such
specified rate.

     (f) If holders submit Notices of Election to retain all of the Series F
Preferred Shares then outstanding, the Fixed Rate will be the rate determined by
the Remarketing Agent, in its sole discretion, as the rate that would have been
established had a Remarketing been held on the related Remarketing Date.

     (g) On any Remarketing Date on which the Remarketing is to be conducted,
the Remarketing Agent will use commercially reasonable efforts to remarket, at a
price equal to 100% of the Liquidation Amount thereof, Series F Preferred Shares
tendered or deemed tendered for purchase. If, as a result of such efforts, on
any Remarketing Date, the Remarketing Agent has determined that it will be able
to remarket all Preferred Securities tendered or deemed tendered for purchase in
the Remarketing at a Fixed Rate and at a price of $100,000 per Series F
Preferred Share (or $1,000 per Depository Share), prior to 4:00 P.M., New York
City time, on such Remarketing Date, the Remarketing Agent will determine the
Fixed Rate, which will 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 Fixed Rate per annum, if any,
that will enable it to remarket all Series F Preferred Shares tendered or deemed
tendered for Remarketing at a price of $100,000 per Series F Preferred Share (or
$1,000 per Depository Share). By approximately 4:30 P.M., New York City time, on
a Remarketing Date, the Remarketing Agent shall advise, by telephone, (i) the
Clearing Agency Participant, the Company and the Calculation Agent of any new
Fixed Rate established pursuant to the Remarketing and the number of remarketed
Series F Preferred Shares sold in the Remarketing; (ii) each purchase of a
remarketed Series F Preferred Shares (or the Clearing Agency Participant
thereof) of such new Fixed Rate and the number of remarketed Series F Preferred
Shares such purchaser is to



                                       12


purchase; and (iii) each purchaser to give instructions to its Clearing Agency
Participant to pay the purchase price on the Remarketing Settlement Date in same
day funds against delivery of the remarketed Series F Preferred Shares purchased
through the facilities of the Clearing Agency Participant.

     (h) If the Remarketing Agent is unable to remarket by 4:00 P.M., New York
City time on the third Business Day prior to the Remarketing Settlement Date,
all Series F Preferred Shares tendered or deemed tendered for purchase at a
price of $100,000 per Series F Preferred Share (or $1,000 per Depository Share),
the Distribution Rate for the next Distribution Period shall be the Floating
Rate and the new Distribution Period shall be a Floating Rate Period. In such
case, no Series F Preferred Shares will be sold in the Remarketing and each
Holder will continue to hold its Series F Preferred Shares at such Floating Rate
during such Floating Rate Period.

     (i) All Series F Preferred Shares tendered or deemed tendered in the
Remarketing will be automatically delivered to the account of the Remarketing
Agent through the facilities of the Clearing Agency against payment of the
purchase price therefore on the Remarketing Settlement Date. The Remarketing
Agent will make payment to the Clearing Agency Participant of each tendering
holder of Series F Preferred Shares in the Remarketing through the facilities of
the Clearing Agency by the close of business on the Remarketing Settlement Date.
In accordance with the Clearing Agency's normal procedures, on the Remarketing
Settlement Date, the transaction described above with respect to each Series F
Preferred Share tendered or deemed tendered for purchase and sold in the
Remarketing will be executed through the Clearing Agency and the account of the
Clearing Agency Participant, will be debited and credited and such Series F
Preferred Shares delivered by book entry as necessary to effect purchases and
sales of such Series F Preferred Shares. The Clearing Agency is expected to make
payment in accordance with its normal procedures. This Section 2(12)(i) shall
not apply if Definitive Preferred Securities Certificates have been issued.

     (j) If any holder selling Series F Preferred Shares in the Remarketing
fails to deliver such Series F Preferred Shares, the Clearing Agency Participant
of such selling holder and of any other person that was to have purchased Series
F Preferred Shares in the Remarketing may deliver to any such other person a
number of Series F Preferred Shares that is less than the number of Series F
Preferred Shares that otherwise was to be purchased by such person. In such
event the number of Series F Preferred Shares to be so delivered will be
determined by such Clearing Agency Participant and delivery of such lesser
number of Series F Preferred Shares will constitute good delivery. This Section
2(12)(j) shall not apply if Definitive Preferred Securities Certificates have
been issued.

     (k) The Remarketing Agent is not obligated to purchase any Series F
Preferred Shares that would otherwise remain unsold in a Remarketing. Neither
the Company nor the Remarketing Agent shall be obligated in any case to provide
funds to make payment upon tender of Series F Preferred Shares for Remarketing.

     Section 3. Liquidation. (1) In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the Company, the holders of Series F
Preferred Shares



                                       13


are entitled to receive out of the assets of the Company available for
distribution to stockholders, before any distribution of assets is made to
holders of Common Stock or any other class or series of shares ranking junior to
the Series F Preferred Shares upon liquidation, liquidating distributions in the
amount of the stated value of $100,000 per share (equivalent to $1,000 per
Depository Share), plus all accumulated and unpaid Distributions (whether or not
declared) for the then current and all past Distribution Periods. If, upon any
voluntary or involuntary liquidation, dissolution, or winding up of the Company,
the amounts payable with respect to the Series F Preferred Shares and any other
shares of the Company ranking as to any such Distribution on a parity with the
Series F Preferred Shares are not paid in full, the holders of Series F
Preferred Shares and of such other shares will share ratably in any such
distribution of assets of the Company in proportion to the full respective
preferential amounts to which they are entitled. After payment of the full
amount of the liquidating distribution to which they are entitled, the holders
of Series F Preferred Shares will not be entitled to any further participation
in any distribution of assets by the Company.

     (2) Written notice of any such liquidation, dissolution or winding up of
the Company, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage prepaid, not less than 30 nor more than 60
days prior to the payment date stated therein, to each record holder of the
Series F Preferred Shares at the respective addresses of such holders as the
same shall appear on the stock transfer records of the Company.

     (3) For purposes of liquidation rights, a consolidation or merger of the
Company with or into any other corporation or corporations or a sale of all or
substantially all of the assets of the Company shall be deemed not to be a
liquidation, dissolution or winding up of the Company.

     Section 4. Redemption. (1) The Series F Preferred Shares are redeemable at
the option of the Company, in whole or in part (i) on the last Distribution
Payment Date relating to the Initial Fixed Rate Period, (ii) on such dates with
respect to any other Fixed Rate Period as the Company may determine prior to the
commencement of such Fixed Rate Period or (iii) at any time during a Floating
Rate Period, at a cash redemption price of $100,000 per share (equivalent to
$1,000 per Depository Share), plus all accumulated and unpaid Distributions
(whether or not declared) to and including the date of redemption (the
"Redemption Price").

     (2) If fewer than all of the outstanding Series F Preferred Shares are to
be redeemed, the number of shares to be redeemed will be determined by the Board
of Directors of the Company and such shares shall be redeemed pro rata from the
holders of record of such shares in proportion to the number of such shares held
by such holders (with adjustments to avoid redemption of fractional shares) or
by lot in a manner determined by the Board of Directors of the Company.

     (3) Notwithstanding the foregoing, if an amount equal to full Distributions
for all past Distribution Periods on the Series F Preferred Shares has not been
paid to holders of record of Series F Preferred Shares entitled to receive
Distributions as set forth above by the Company, no Series F Preferred Shares
shall be redeemed (except as provided in clause (9) below) unless all
outstanding Series F Preferred Shares are simultaneously redeemed, and the


                                       14


Company shall not purchase or otherwise acquire, directly or indirectly, any
Series F Preferred Shares; provided, however, that the foregoing shall not
prevent the purchase or acquisition of Series F Preferred Shares pursuant to a
purchase or exchange offer if such offer is made on the same terms to all
holders of Series F Preferred Shares.

     (4) Except as expressly provided hereinabove, the Company shall make no
payment or allowance for unpaid Distributions, whether or not in arrears, on
Series F Preferred Shares called for redemption.

     (5) Notice of redemption shall be given by publication in a newspaper of
general circulation in The City of New York, such publication to be made once a
week for two successive weeks, commencing not less than 30 or more than 60 days
prior to the date fixed for redemption thereof. A similar notice will be mailed
by the Company by first class mail, postage prepaid, to each record holder of
the Series F Preferred Shares to be redeemed, not less than 30 nor more than 60
days prior to such redemption date, to the respective addresses of such holders
as the same shall appear on the stock transfer records of the Company. Each
notice shall state: (i) the Redemption Date; (ii) the number of Series F
Preferred Shares to be redeemed; (iii) the Redemption Price; (iv) the place or
places where certificates for such shares are to be surrendered for payment of
the Redemption Price; and (v) that Distributions on the shares to be redeemed
will cease to accumulate on such Redemption Date. If fewer than all the Series F
Preferred Shares held by any holder are to be redeemed, the notice mailed to
such holder shall also specify the number of Series F Preferred Shares to be
redeemed from such holder.

     (6) In order to facilitate the redemption of Series F Preferred Shares, the
Board of Directors may fix a record date for the determination of the shares to
be redeemed, such record date to be not less than 30 nor more than 60 days prior
to the date fixed for such redemption.

     (7) Notice having been given as provided above, from and after the date
fixed for the redemption of Series F Preferred Shares by the Company (the
"Redemption Date") (unless the Company shall fail to make available the money
necessary to effect such redemption), all Distributions on the Series F
Preferred Shares called for redemption will cease to accrue. From and after the
Redemption Date the holders of shares selected for redemption shall cease to be
stockholders with respect to such shares and shall have no interest in or claim
against the Company by virtue thereof and shall have no voting or other rights
with respect to such shares, except the right to receive the Redemption Price
from the Company, less any required tax withholding amount, without interest
thereon. Upon surrender in accordance with such Notice of the certificate
representing such Series F Preferred Shares (and endorsement or assignment of
transfer, if required by the Company and so stated in the Notice) the Redemption
Price shall be paid out of the funds provided by the Company and the shares
represented thereby shall no longer be deemed to be outstanding. If fewer than
all the shares represented by a certificate are redeemed, a new certificate
shall be issued, without cost to the holder thereof, representing the unredeemed
shares.

     (8) Any Series F Preferred Shares that shall at any time have been redeemed
shall, after such redemption, have the status of authorized but unissued
preferred stock, without



                                       15


designation as to series until such shares are once more designated as part of a
particular series by the Board of Directors.

     (9) The Series F Preferred Shares are subject to the provisions of Article
IX of the Charter, including, without limitation, the provisions for the
redemption of Excess Stock (as defined in such Article). Notwithstanding the
provisions of Article IX of the Charter, Series F Preferred Shares which have
been exchanged pursuant to such Article for Excess Stock may be redeemed, in
whole or in part, and, if in part, pro rata from the holders of record of such
shares in proportion to the number of such shares held by such holders (with
adjustments to avoid redemption of fractional shares) or by lot in a manner
determined by the Board of Directors, at any time when outstanding Series F
Preferred Shares are being redeemed.

     Section 5. Voting Rights. The Series F Preferred Shares shall not have any
voting powers either general or special, except as required by law and except
that:

     (1) If full cumulative Distributions on the Series F Preferred Shares, or
any other series of preferred stock of the Company ranking on a parity with the
Series F Preferred Shares as to dividends or upon liquidation (any such series,
a "Parity Preferred Series"), for six quarterly Distribution Payment Periods,
whether or not consecutive, are in arrears and unpaid, (such failure to pay by
the Company, a "Distribution Default"), the holders of all outstanding Series F
Preferred Shares and any Parity Preferred Series, voting as a single class
without regard to series, will be entitled to elect two additional Directors
until all Distributions in arrears and unpaid on the Series F Preferred Shares
and any Parity Preferred Series have been paid or declared and funds therefor
set apart for payment. At any time when such right to elect Directors separately
as a class shall have so vested, the Company may, and upon the written request
of the holders of record of not less than 20% of the total number of Series F
Preferred Shares and shares of any Parity Preferred Series of the Company then
outstanding shall, call a special meeting of stockholders for the election of
such Directors. In the case of such a written request, such special meeting
shall be held within 90 days after the delivery of such request and, in either
case, at the place and upon the notice provided by law and in the Bylaws of the
Company, provided that the Company shall not be required to call such a special
meeting if such request is received less than 120 days before the date fixed for
the next ensuing Annual Meeting of Stockholders of the Company and the holders
of all outstanding Series F Preferred Shares and shares of any Parity Preferred
Series are afforded the opportunity to elect such Directors (or fill any
vacancy) at such Annual Meeting of Stockholders. Directors elected as aforesaid
shall serve until the next Annual Meeting of Stockholders of the Company or
until their respective successors shall be elected and qualified, or, if sooner,
until an amount equal to all Distributions in arrears and unpaid have been paid
or declared and funds therefor set apart for payment. If, prior to the end of
the term of any Director elected as aforesaid, a vacancy in the office of such
Director shall occur during the continuance of a Distribution Default by reason
of death, resignation, or disability, such vacancy shall be filled for the
unexpired term by the appointment of a new Director for the unexpired term of
such former Director, such appointment to be made by the remaining Director or
Directors elected as aforesaid.

     (2) The affirmative vote or consent of the holders of at least two-thirds
of the outstanding Series F Preferred Shares and any Parity Preferred Series,
voting as a single class without regard to series, will be required to issue,
authorize or increase the authorized amount of



                                       16


any class or series of shares ranking senior to the Series F Preferred Shares
and shares of each Parity Preferred Series as to dividends or upon liquidation
or to issue or authorize any obligation or security convertible into or
evidencing a right to purchase any such security. Subject to the preceding
sentence, the affirmative vote or consent of the holders of at least two-thirds
of the outstanding Series F Preferred Shares, voting separately as a class, will
be required to amend or repeal any provision of, or add any provision to, the
Articles of Incorporation, including the Articles Supplementary, if such action
would materially and adversely alter or change the powers, preferences,
privileges or rights of the Series F Preferred Shares.

     (3) Nothing herein shall be taken to require a class vote or consent in
connection with the authorization, designation, increase or issuance of shares
of any class or series (including additional preferred stock of any series) that
rank junior to or on a parity with the Series F Preferred Shares as to dividends
and liquidation rights or in connection with the authorization, designation,
increase or issuance of any bonds, mortgages, debentures or other debt
obligations of the Company.

     Section 6. Conversion. The Series F Preferred Shares are not convertible
into shares of any other class or series of the capital stock of the Company.




                                       17




     IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to
be signed in its name and on its behalf and attested to by the undersigned on
this 26th day of May, 2004 and the undersigned acknowledges under the penalties
of perjury that these Articles Supplementary are the corporate act of said
Company and that to the best of his knowledge, information and belief, the
matters and facts set forth herein are true in all material respects.

                               FIRST INDUSTRIAL REALTY TRUST, INC.





                               By:    /s/ John Clayton
                                      --------------------------------------
                                      Name:  John H. Clayton

                                      Title:   Vice President -- Corporate
                                               Legal and Secretary





Attest:



By:  /s/ Scott A. Musil
     -----------------------------------
     Name:  Scott A. Musil

     Title: Senior Vice President,
            Controller, Treasurer
            and Assistant Secretary






                                       18

                                                                  EXECUTION COPY




             Series G Flexible Cumulative Redeemable Preferred Stock
                   (Liquidation Preference $100,000 Per Share)


                             ARTICLES SUPPLEMENTARY



                       FIRST INDUSTRIAL REALTY TRUST, INC.




                          ____________________________



            Articles Supplementary of Board of Directors Classifying
                 and Designating a Series of Preferred Stock as
             Series G Flexible Cumulative Redeemable Preferred Stock
                           and Fixing Distribution and
                   Other Preferences and Rights of Such Series



                          ____________________________


                            Dated as of May 26, 2004





                       FIRST INDUSTRIAL REALTY TRUST, INC.


                                   __________


            Articles Supplementary of Board of Directors Classifying
                 and Designating a Series of Preferred Stock as

             Series G Flexible Cumulative Redeemable Preferred Stock
                           and Fixing Distribution and
                   Other Preferences and Rights of Such Series


                                   __________


     First Industrial Realty Trust, Inc., a Maryland corporation, having its
principal office in the State of Maryland in the City of Baltimore (the
"Company"), hereby certifies to the State Department of Assessments and Taxation
of Maryland that:

     Pursuant to authority conferred upon the Board of Directors by the Charter
and Bylaws of the Company, the Board of Directors on December 3, 1996, December
4, 1997 and December 3, 1998 adopted resolutions appointing certain members of
the Board of Directors to a committee (the "Special Committee") with power to
cause the Company to issue, among other things, certain series of Preferred
Stock and to determine the number of shares which shall constitute such series
and the Distribution Rate (as defined herein) and other terms of such series.
The Special Committee pursuant to a resolution dated May 24, 2004 (i) authorized
the creation and issuance of up to 250 shares of Series G Flexible Cumulative
Redeemable Preferred Stock which stock was previously authorized but unissued
Preferred Stock, and (ii) determined the preferences, conversion and other
rights, voting powers, restrictions, limitations as to distributions,
qualifications, distribution rate, and terms and conditions of redemption of the
shares of such series. Such preferences, conversion and other rights, voting
powers, restrictions, limitations as to distributions, qualifications, and terms
and conditions of redemption, number of shares and distribution rate, as
determined by such duly authorized committee, as applicable, are as follows:

     Section 1. Number of Shares and Designation. This class of Preferred Stock
shall be designated Series G Flexible Cumulative Redeemable Preferred Stock (the
"Series G Preferred Shares") and the number of shares which shall constitute
such series shall not be more than 250 shares, par value $.01 per share, which
number may be decreased (but not below the number thereof then outstanding) from
time to time by the Board of Directors.

     Section 2. Distribution Rights. (1) The following terms shall have the
meanings assigned to them in this Section 2:





     "3-month LIBOR Rate" means, for each Distribution Period, the arithmetic
     average of the two most recent weekly quotes for deposits for U.S. Dollars
     having a term of three months, as published on the first Business Day of
     each week during the relevant Calendar Period immediately preceding the
     Distribution Period for which the Floating Rate is being determined. Such
     quotes will be taken from the Bloomberg interest rate page most nearly
     corresponding to Telerate Page 3750 (or such other page as may replace such
     page for the purpose of displaying comparable rates) at approximately 11:00
     a.m. London time on the relevant date. If such rate does not appear on the
     Bloomberg interest rate page most nearly corresponding to Telerate Page
     3750 (or such other page as may replace such page for the purpose of
     displaying comparable rates) on the Distribution Determination Date, the
     3-month LIBOR Rate will be the arithmetic mean of the rates quoted by three
     major banks in New York City selected by the Calculation Agent, at
     approximately 11:00 a.m., New York City time, on the Distribution
     Determination Date for loans in U.S. Dollars to leading European banks for
     a period of three months.

     "10-year Treasury CMT" means the rate determined in accordance with the
     following provisions:

          (i) With respect to any Distribution Determination Date and the
     Distribution Period that begins immediately thereafter, the 10-year
     Treasury CMT means the rate displayed on the Bloomberg interest rate page
     most nearly corresponding to Telerate Page 7051 containing the caption
     "...Treasury Constant Maturities... Federal Reserve Board Release
     H.15...Mondays Approximately 3:45 P.M.," and the column for the Designated
     CMT Maturity Index.

          (ii) If such rate is no longer displayed on the relevant page, or is
     not so displayed by 3:00 P.M., New York City time, on the applicable
     Distribution Determination Date, then the 10-year Treasury CMT for such
     Distribution Determination Date will be such treasury constant maturity
     rate for the Designated CMT Maturity Index as is published in H.15(519).

          (iii) If such rate is no longer displayed on the relevant page, or if
     not published by 3:00 P.M., New York City time, on the applicable
     Distribution Determination Date, then the 10-year Treasury CMT for such
     Distribution Determination Date will be such constant maturity treasury
     rate for the Designated CMT Maturity Index (or other United States Treasury
     rate for the Designated CMT Maturity Index) for the applicable Distribution
     Determination Date with respect to such Distribution reset date as may then
     be published by either the Board of Governors of the Federal Reserve System
     or the United States Department of the Treasury that the Calculation Agent
     determines to be comparable to the rate formerly displayed on the Bloomberg
     interest rate page most nearly corresponding to Telerate Page 7051 and
     published in H.15(519).

          (iv) If such information is not provided by 3:00 P.M., New York City
     time, on the applicable Distribution Determination Date, then the 10-year
     Treasury CMT for such Distribution Determination Date will be calculated by
     the Calculation Agent and will be a yield to maturity, based on the
     arithmetic mean of the secondary market offered



                                       3


     rates as of approximately 3:30 P.M., New York City time, on such
     Distribution Determination Date reported, according to their written
     records, by three leading primary United States government securities
     dealers in The City of New York (each, a "Reference Dealer") selected by
     the Calculation Agent (from five such Reference Dealers selected by the
     Calculation Agent and eliminating the highest quotation (or, in the event
     of equality, one of the highest) and the lowest quotation (or, in the event
     of equality, one of the lowest)), for the most recently issued direct
     noncallable fixed rate obligations of the United States ("Treasury
     Debentures") with an original maturity of approximately the Designated CMT
     Maturity Index and a remaining term to maturity of not less than such
     Designated CMT Maturity Index minus one year.

          (v) If the Calculation Agent is unable to obtain three such Treasury
     Debentures quotations, the 10-year Treasury CMT for the applicable
     Distribution Determination Date will be calculated by the Calculation Agent
     and will be a yield to maturity based on the arithmetic mean of the
     secondary market offered rates as of approximately 3:30 P.M., New York City
     time, on the applicable Distribution Determination Date of three Reference
     Dealers in The City of New York (from five such Reference Dealers selected
     by the Calculation Agent and eliminating the highest quotation (or, in the
     event of equality, one of the highest) and the lowest quotation (or, in the
     event of equality, one of the lowest)), for Treasury Debentures with an
     original maturity of the number of years that is the next highest to the
     Designated CMT Maturity Index and a remaining term to maturity closest to
     the Designated CMT Maturity Index and in an amount of at least $100
     million.

          (vi) If three or four (and not five) of such Reference Dealers are
     quoting as set forth above, then the 10-year Treasury CMT will be based on
     the arithmetic mean of the offered rates obtained and neither the highest
     nor lowest of such quotes will be eliminated; provided, however, that if
     fewer than three Reference Dealers selected by the Calculation Agent are
     quoting as set forth above, the 10-year Treasury CMT with respect to the
     applicable Distribution Determination Date will remain the 10-year Treasury
     CMT for the immediately preceding interest period. If two Treasury
     Debentures with an original maturity as described in the second preceding
     sentence have remaining terms to maturity equally close to the Designated
     CMT Maturity Index, then the quotes for the Treasury Debentures with the
     shorter remaining term to maturity will be used.

     "30-year Treasury CMT" has the meaning specified under the definition of
     10-year Treasury CMT, except that the Designated CMT Maturity Index for the
     30-year Treasury CMT shall be 30 years.

     "Bloomberg" means Bloomberg Financial Markets Commodities News.

     "Business Day" means a day other than (i) a Saturday or Sunday; (ii) a day
     on which banks in New York, New York are authorized or obligated by law or
     executive order to remain closed; or (iii) a day on which the Company's
     principal executive office is closed for business.



                                       4


     "Calculation Agent" means the Bank of New York, or its successor appointed
     by the Company, acting as calculation agent.

     "Calendar Period" means a period of 180 calendar days.

     "Clearing Agency" means an organization registered as a "clearing agency"
     pursuant to Section 17A of the Exchange Act. The Depository Trust Company
     will be the initial Clearing Agency.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
     institution or other Person for whom from time to time the Clearing Agency
     effects book-entry transfers and pledges of securities deposited with the
     Clearing Agency.

     "Definitive Series G Preferred Share Certificates" means any Series G
     Preferred Share Certificate issued in certificated, fully registered form,
     other than any global certificate registered in the name of the Clearing
     Agency.

     "Designated CMT Maturity Index" means the original period to maturity of
     the U.S. Treasury securities (10 years) with respect to which the 10-year
     Treasury CMT will be calculated.

     "Distribution Determination Date" means the second London Business Day
     immediately preceding the first day of the relevant Distribution Period in
     the Floating Rate Period.

     "Distribution Payment Date" means each day on which Distributions are
     payable determined based on the then-applicable Distribution Period.

     "Distribution Period" means each semiannual period in a Fixed Rate Period
     and each quarterly period in a Floating Rate Period for which Distributions
     are payable; provided that the last Distribution Period in a Fixed Rate
     Period may be shorter than six (6) months and the last Distribution Period
     in a Floating Rate Period may be shorter than three (3) months.

     "Distribution Rate" means the rate at which Distributions will accrue in
     respect of any Distribution Period, as determined pursuant to the terms of
     this Section 2, whether by Remarketing or otherwise.

     "Distributions" means amounts payable in respect of the Series G Preferred
     Shares as provided in this Section 2.

     "Election Date" means, with respect to any proposed Remarketing, a date as
     determined by the Company that is no later than the fifth Business Day
     prior to the proposed Remarketing Date.

     "Fixed Rate" means the Distribution Rate during the Initial Fixed Rate
     Period and any subsequent Fixed Rate Period as determined by a Remarketing.



                                       5


     "Fixed Rate Period" means the Initial Fixed Rate Period and each period set
     by the Company during a Remarketing for which the Fixed Rate determined in
     such Remarketing will apply; provided, however, that a Fixed Rate Period
     must be for a duration of at least six months and may not end on a day
     other than a Distribution Payment Date.

     "Floating Rate" means the Distribution Rate during a Floating Rate Period
     calculated pursuant to Section 2(10) hereof.

     "Floating Rate Period" means any period during which a Floating Rate is in
     effect.

     "Initial Distribution Rate" means 7.236% per annum.

     "Initial Fixed Rate Period" means the Issue Date through March 31, 2014.

     "Issue Date" means the date of the delivery of the Series G Preferred
     Shares.

     "Owners" means each Person who is the beneficial owner of a Series G
     Preferred Share Certificate as reflected in the records of the Clearing
     Agency or, if a Clearing Agency Participant is not the Owner, then as
     reflected in the records of a Person maintaining an account with the
     Clearing Agency (directly or indirectly, in accordance with the rules of
     the Clearing Agency).

     "Person" means an individual, corporation, partnership, joint venture,
     trust, limited liability company or corporation, unincorporated
     organization or government or any agency or political subdivision thereof.

     "Redemption Date" means, with respect to any Series G Preferred Shares to
     be redeemed, the date fixed for such redemption by or pursuant to this
     Articles Supplementary.

     "Remarketing" means the conduct by which a Fixed Rate shall be determined
     in accordance with the Remarketing Procedures.

     "Remarketing Agent" means Lehman Brothers, Inc., its successors or assigns,
     or such other remarketing agent appointed to such capacity by the Company.

     "Remarketing Agreement" means the agreement among the Company, First
     Industrial L.P., a Delaware limited partnership, and Lehman Brothers Inc.,
     as Remarketing Agent, dated May 27, 2004.

     "Remarketing Date" means any Business Day no later than the third Business
     Day prior to any Remarketing Settlement Date.

     "Remarketing Procedures" means those procedures set forth in Section 2(12)
     hereof.



                                       6


     "Remarketing Settlement Date" means, to the extent applicable, (i) the
     first Business Day of the next Distribution Period following the expiration
     of the Initial Fixed Rate Period; (ii) any Distribution Payment Date during
     a Floating Rate Period; or (iii) any Distribution Payment Date during a
     time in which Series G Preferred Shares are not redeemable in a subsequent
     Fixed Rate Period and the date set by the Company during a time in which
     the Series F Preferred Shares are redeemable in a subsequent Fixed Rate
     Period.

     "Series G Preferred Share Certificate" means a certificate evidencing
ownership of a Series G Preferred Share.

     Notwithstanding the foregoing, in the event the Company issues depositary
shares each representing 1/100th of a Series G Preferred Share (the "Depositary
Shares") in respect of all of the issued and outstanding Series G Preferred
Shares at a defined multiple thereof, then (i) the provisions of this Section 2
relating to the Remarketing of and establishment of Distribution Rates for the
Series G Preferred Shares shall be deemed to refer to the Depositary Shares,
(ii) the Distribution Rate per share on the Series G Preferred Shares for each
Distribution Period shall be equal to the Distribution Rate per share on the
Depositary Shares for such Distribution Period determined in accordance with
this Section (2) and (iii) in the definitions of "Definitive Series G Preferred
Share Certificate," "Owners" and "Series G Preferred Share Certificate," the
term "Preferred Share Certificate" shall be deemed to refer to the Depositary
Shares.

     "Telerate Page 3750" means the display designated on page 3750 on MoneyLine
Telerate (or such other pages as may replace the 3750 page on the service or
such other service as may be nominated by the British Bankers' Association for
the purpose of displaying London interbank offered rates for U.S. Dolllars
deposits).

     "Telerate Page 7051" means the display on MoneyLine Telerate (or any
successor service), on such page (or any other page as may replace such page on
that service), for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519).

     (2) Distributions shall be payable in cash on the Series G Preferred Shares
when and as declared by the Board of Directors, out of assets legally available
therefore. Distributions shall accrue from the Issue Date until the Redemption
Date. During the Initial Fixed Rate Period, Distributions will be payable
semiannually in arrears on March 31 and September 30 of each year, commencing on
September 30, 2004. During any subsequent Fixed Rate Period Distributions will
be payable semiannually in arrears determined based on the Remarketing Date (for
example, if the Series G Preferred Shares are remarketed for a new Fixed Rate
Period that begins on January 1 or July 1, Distributions will be payable on June
30 and December 31 of each year and if the Series G Preferred Shares are
remarketed for a new Fixed Rate Period that begins on April 1 or October 1,
Distributions will be payable on September 30 and March 31 of each year), and on
each other date on which a Fixed Rate Period ends. Any Fixed Rate Period may not
end on a day other than a Distribution Payment Date. During any Floating Rate
Period, Distributions will be payable quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year, and on each other date on which a
Floating Rate Period ends. Distributions not paid on a Distribution Payment Date
will accumulate additional



                                       7


Distributions (to the extent permitted by law) compounded semiannually at the
Fixed Rate or quarterly at the Floating Rate, as applicable, then in effect.

     Each such Distribution shall be paid to the holders of record of Series G
Preferred Shares as they appear on the stock register of the Company as of the
opening of business on the Business Day immediately preceding such Distribution
Payment Date. After full Distributions on the Series G Preferred Shares have
been paid or declared and funds set aside for payment for all past Distribution
Periods and for the then current Distribution Period, the holders of the Series
G Preferred Shares will not be entitled to any further Distributions with
respect to that Distribution Period.

     (3) If any Distribution Payment Date with respect to a Fixed Rate Period is
not a Business Day, then Distributions will be payable on the first Business Day
following such Distribution Payment Date, with the same force and effect as if
payment was made on the date such payment was originally payable. If any
Distribution Payment Date with respect to a Floating Rate Period is not a
Business Day, then Distributions will be payable on the first Business Day
following such Distribution Payment Date and Distributions shall accrue to the
actual payment date (except for a Distribution Payment Date that coincides with
the Redemption Date).

     (4) The amount of Distributions payable on each Distribution Payment Date
relating to a Fixed Rate Period will be computed on the basis of a 360-day year
of twelve 30-day months. The amount of Distributions payable on each
Distribution Payment Date relating to a Floating Rate Period will be computed by
multiplying the per annum Distribution Rate in effect for such Distribution
Period by a fraction, the numerator of which will be the actual number of days
in such Distribution Period (or portion thereof) (determined by including the
first day thereof and excluding the last thereof) and the denominator of which
will be 360, and multiplying the rate so obtained by (i) $100,000 with respect
to each Series G Preferred Share or (ii) $1,000 in the event the Company has
issued Depositary Shares in respect of all of the issued and outstanding Series
G Preferred Shares.

     (5) When Distributions are not paid in full upon the Series G Preferred
Shares and any other series of preferred stock of the Company ranking on a
parity therewith as to dividends, all Distributions declared upon the Series G
Preferred Shares and any other series of preferred stock of the Company ranking
on a parity therewith as to dividends shall be declared pro rata so that the
amount of dividends declared per share on the Series G Preferred Shares and such
other series of preferred stock shall in all cases bear to each other that same
ratio that the accumulated dividends per share on the Series G Preferred Shares
and such other series of preferred stock bear to each other. Except as provided
in the preceding sentence, unless an amount equal to full cumulative
Distributions on the Series G Preferred Shares has been paid to holders of
record of Series G Preferred Shares entitled to receive Distributions as set
forth above by the Company for all past Distribution Periods, no Distributions
(other than in shares of the Company's common stock, par value $.01 per share
(together with any other shares of capital stock of the Company into which such
shares shall be reclassified or changed "Common Stock"), or other shares of
capital stock of the Company ranking junior to the Series G Preferred Shares as
to dividends and upon liquidation) shall be declared or paid or set aside for
payment nor shall any other distribution be made upon the Common Stock or any
other shares of capital stock of



                                       8


the Company ranking junior to or on a parity with the Series G Preferred Shares
as to dividends or upon liquidation. Unless an amount equal to full cumulative
Distributions on the Series G Preferred Shares has been paid to holders of
record of Series G Preferred Shares entitled to receive Distributions as set
forth above by the Company for all past Distribution Periods, no Common Stock or
any other shares of capital stock of the Company ranking junior to or on a
parity with the Series G Preferred Shares as to dividends or upon liquidation
shall be redeemed, purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of any
shares of any such stock) by the Company or any subsidiary of the Company,
except by conversion into or exchange for shares of capital stock of the Company
ranking junior to the Series G Preferred Shares as to dividends and upon
liquidation.

     (6) During the Initial Fixed Rate Period, the Distribution Rate shall be
the Initial Distribution Rate.

     (7) Prior to the expiration of the Initial Fixed Rate Period, the Company
will have the option to remarket the Series G Preferred Shares to establish a
new Fixed Rate with respect to the Series G Preferred Shares (to be in effect
after the Initial Fixed Rate Period). Any new Fixed Rate so established will be
in effect for such Fixed Rate Period as the Company determines in connection
with the Remarketing, provided that a Fixed Rate Period must be for a duration
of at least six months and may not end on a day other than a Distribution
Payment Date. Prior to the expiration of any Fixed Rate Period after the Initial
Fixed Rate Period during which the Series G Preferred Shares are not redeemable,
the Company will have the option to remarket the Series G Preferred Shares to
establish a new Fixed Rate for a new Fixed Rate Period (to be in effect after
the expiration of the then current Distribution Period). The Company also has
the option to remarket the Series G Preferred Shares for the purpose of
establishing a new Fixed Rate for a new Fixed Rate Period prior to any
Distribution Payment Date in any subsequent Fixed Rate Period during a time in
which the Series G Preferred Shares are redeemable.

     If the Company elects to conduct a Remarketing of the Series G Preferred
Shares for the purpose of establishing a new Fixed Rate for a new Fixed Rate
Period, the Company shall, not less than 10 nor more than 35 Business Days prior
to the related Election Date, notify in writing the Clearing Agency, the
Remarketing Agent and the Calculation Agent. If the Series G Preferred Shares
are not issued in global, fully registered form to the Clearing Agency, such
notice shall be delivered to the Owners instead of the Clearing Agency. Such
notice shall describe the Remarketing and shall indicate the length of the
proposed new Fixed Rate Period, the proposed Remarketing Date and any redemption
provisions that will apply during such new Fixed Rate Period. The Company shall
have the right to terminate a Remarketing at any time prior to the Election Date
by notice of such termination to the Clearing Agency (or the Owners, as
applicable), the Remarketing Agent and the Calculation Agent.

     (8) If the Remarketing Agent has determined that it will be able to
remarket all Series G Preferred Shares tendered or deemed tendered for purchase
in the Remarketing at a Fixed Rate and at a price of $100,000 per Series G
Preferred Share (or $1,000 per Depositary Share), prior to 4:00 P.M., New York
City time, on any Remarketing Date, the Distribution Rate for the new Fixed Rate
Period will be the Fixed Rate determined by the Remarketing Agent, which will be
the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent


                                       9


per annum) that the Remarketing Agent determines, in its sole judgment, to be
the lowest Fixed Rate per annum that will enable it to remarket all Series G
Preferred Shares tendered or deemed tendered for Remarketing at a price of
$100,000 per Series G Preferred Share (or $1,000 per Depositary Share).

     (9) If the Series G Preferred Shares are not redeemed and the Company does
not elect to remarket the Series G Preferred Shares pursuant to this Section 2
or has terminated a Remarketing or if the Remarketing Agent is unable to
remarket all of the Series G Preferred Shares tendered or deemed tendered for a
purchase price of $100,000 per Series G Preferred Share (or $1,000 per
Depositary Share) pursuant to the Remarketing procedures described above,
Distributions on the Series G Preferred Shares will thereafter be cumulative
from such date and the Distribution Rate shall be the Floating Rate and the new
Distribution Period shall be a Floating Rate Period, subject to the Company's
right to subsequently remarket the Series G Preferred Shares to again establish
a Fixed Rate for a new Fixed Rate Period. During any Floating Rate Period, the
Company may elect to remarket the Series G Preferred Shares prior to any
Distribution Payment Date relating to a Floating Rate Period in order to again
establish a new Fixed Rate for a new Fixed Rate Period (to be in effect after
the expiration of the then current Distribution Period).

     (10) The Calculation Agent shall calculate the Floating Rate on the
applicable Distribution Determination Date as follows:

     Except as provided below, the Floating Rate for any Floating Rate Period
for the Series G Preferred Shares will be equal to the Adjustable Rate (as
defined below) plus 2.500%. The "Adjustable Rate" for any Distribution Period
will be equal to the highest of the 3-month LIBOR Rate, the 10-year Treasury CMT
and the 30-year Treasury CMT (each as defined above and collectively referred to
as the "Benchmark Rates") for such Distribution Period during the Floating Rate
Period. In the event that the Calculation Agent determines in good faith that
for any reason:

          (i) any one of the Benchmark Rates cannot be determined for any
     Distribution Period, the Adjustable Rate for such Distribution Period will
     be equal to the higher of whichever two of such rates can be so determined;

          (ii) only one of the Benchmark Rates can be determined for any
     Distribution Period, the Adjustable Rate for such Distribution Period will
     be equal to whichever such rate can be so determined; or

          (iii) none of the Benchmark Rates can be determined for any Dividend
     Period, the Adjustable Rate for the preceding Distribution Period will be
     continued for such Distribution Period.

     The 3-month LIBOR Rate, the 10-year Treasury CMT and the 30-year Treasury
CMT shall each be rounded to the nearest hundredth of a percent.

     The Floating Rate with respect to each Floating Rate Period will be
calculated as



                                       10


promptly as practicable by the Calculation Agent according to the appropriate
method described above.

     (11) If a new Fixed Rate for a new Fixed Rate Period is set in a
Remarketing (as described in this Section 2), a new Fixed Rate Period shall
commence following the expiration of the then current Distribution Period. If a
new Fixed Rate for a new Fixed Rate Period is not set, for any reason, including
after the expiration of the Initial Fixed Rate Period, in accordance with the
terms of Section 2(12) of these Articles Supplementary, a Floating Rate Period
and the corresponding Floating Rate determined or redetermined in accordance
with Section 2(10) shall be in effect unless and until the Company remarkets the
Series G Preferred Shares and sets a new Fixed Rate for a new Fixed Rate Period
in accordance with this Section 2 and the Remarketing Procedures.

     (12) (a) If the Company elects to conduct a Remarketing, the Company, not
less than 10 nor more than 35 Business Days prior to the related Election Date,
is required pursuant to Section 2(7) to give the written notice of proposed
Remarketing of the Series G Preferred Shares to the Clearing Agency, the
Remarketing Agent and the Calculation Agent. If the Series G Shares are not
issued in global, fully registered form to the Clearing Agency, such notice
shall be delivered to the Owners instead of the Clearing Agency. As required by
Section 2(7), such notice will describe the Remarketing and will indicate the
length of the proposed new Fixed Rate Period, the proposed Remarketing Date and
any redemption provisions that will apply during such new Fixed Rate Period. At
any time prior to the Election Date, the Company may elect to terminate a
Remarketing by giving the Clearing Agency (or the holders, as applicable), the
Remarketing Agent and the Calculation Agent written notice of such termination.

     (b) Not later than 4:00 P.M., New York City time, on an Election Date, each
Owner of Series G Preferred Shares may give, through the facilities of the
Clearing Agency in the case of book-entry Series G Preferred Share Certificates,
a written notice to the Company of its election ("Notice of Election") (i) to
retain and not to have all or any portion of the Series G Preferred Shares owned
by it remarketed in the Remarketing or (ii) to tender all or any portion of such
Series G Preferred Shares for purchase in the Remarketing (such portion, in
either case, is to be in the Liquidation Amount of $100,000 (or $1,000 per
Depository Share) or any integral multiple thereof). Any Notice of Election
given to the Company will be irrevocable and may not be conditioned upon the
level at which the Fixed Rate is established in the Remarketing. Promptly after
4:30 P.M., New York City time, on such Election Date, the Company, based on the
Notices of Election received by it through the Clearing Agency (or from the
Owners, if Definitive Series G Preferred Share Certificates have been issued)
prior to such time, will notify the Remarketing Agent of the number of Series G
Preferred Shares to be retained by holders of Series G Preferred Shares and the
number of Series G Preferred Shares tendered or deemed tendered for purchase in
the Remarketing.

     (c) If any holder gives a Notice of Election to tender Series G Preferred
Shares as described in Section 12(b)(ii) above, the Series G Preferred Shares so
subject to such Notice of Election will be deemed tendered for purchase in the
Remarketing, notwithstanding any failure by such holder to deliver or properly
deliver such Series G Preferred Shares to the Remarketing Agent for purchase. If
any holder of Series G Preferred Shares fails timely to



                                       11


deliver a Notice of Election, as described above, such Series G Preferred Shares
will be deemed tendered for purchase in such Remarketing, notwithstanding such
failure or the failure by such holder to deliver or properly deliver such Series
G Preferred Shares to the Remarketing Agent for purchase.

     (d) The right of each holder of Series G Preferred Shares to have Series G
Preferred Shares tendered for purchase in the Remarketing shall be limited to
the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the
terms of the Remarketing Agreement, (ii) Series G Preferred Shares tendered have
not been called for redemption, (iii) the Remarketing Agent is able to find a
purchaser or purchasers for tendered Series G Preferred Shares at a Fixed Rate
and (iv) such purchaser or purchasers deliver the purchase price therefore to
the Remarketing Agent.

     (e) Any holder of Series G Preferred Shares that desires to continue to
retain a number of Series G Preferred Shares, but only if the Fixed Rate is not
less than a specified rate per annum, shall submit a Notice of Election to
tender such Series G Preferred Shares pursuant to this Section 2(12) and
separately notify the Remarketing Agent of its interest at the telephone number
set forth in the notice of Remarketing delivered pursuant to this Section 2(12).
If such holder so notifies the Remarketing Agent, the Remarketing Agent will
give priority to such holder's purchase of such number of Series G Preferred
Shares in the Remarketing, providing that the Fixed Rate is not less than such
specified rate.

     (f) If holders submit Notices of Election to retain all of the Series G
Preferred Shares then outstanding, the Fixed Rate will be the rate determined by
the Remarketing Agent, in its sole discretion, as the rate that would have been
established had a Remarketing been held on the related Remarketing Date.

     (g) On any Remarketing Date on which the Remarketing is to be conducted,
the Remarketing Agent will use commercially reasonable efforts to remarket, at a
price equal to 100% of the Liquidation Amount thereof, Series G Preferred Shares
tendered or deemed tendered for purchase. If, as a result of such efforts, on
any Remarketing Date, the Remarketing Agent has determined that it will be able
to remarket all Preferred Securities tendered or deemed tendered for purchase in
the Remarketing at a Fixed Rate and at a price of $100,000 per Series G
Preferred Share (or $1,000 per Depository Share), prior to 4:00 P.M., New York
City time, on such Remarketing Date, the Remarketing Agent will determine the
Fixed Rate, which will 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 Fixed Rate per annum, if any,
that will enable it to remarket all Series G Preferred Shares tendered or deemed
tendered for Remarketing at a price of $100,000 per Series G Preferred Share (or
$1,000 per Depository Share). By approximately 4:30 P.M., New York City time, on
a Remarketing Date, the Remarketing Agent shall advise, by telephone, (i) the
Clearing Agency Participant, the Company and the Calculation Agent of any new
Fixed Rate established pursuant to the Remarketing and the number of remarketed
Series G Preferred Shares sold in the Remarketing; (ii) each purchase of a
remarketed Series G Preferred Shares (or the Clearing Agency Participant
thereof) of such new Fixed Rate and the number of remarketed Series G Preferred
Shares such purchaser is to purchase; and (iii) each purchaser to give
instructions to its Clearing Agency Participant to pay



                                       12


the purchase price on the Remarketing Settlement Date in same day funds against
delivery of the remarketed Series G Preferred Shares purchased through the
facilities of the Clearing Agency Participant.

     (h) If the Remarketing Agent is unable to remarket by 4:00 P.M., New York
City time on the third Business Day prior to the Remarketing Settlement Date,
all Series G Preferred Shares tendered or deemed tendered for purchase at a
price of $100,000 per Series G Preferred Share (or $1,000 per Depository Share),
the Distribution Rate for the next Distribution Period shall be the Floating
Rate and the new Distribution Period shall be a Floating Rate Period. In such
case, no Series G Preferred Shares will be sold in the Remarketing and each
Holder will continue to hold its Series G Preferred Shares at such Floating Rate
during such Floating Rate Period.

     (i) All Series G Preferred Shares tendered or deemed tendered in the
Remarketing will be automatically delivered to the account of the Remarketing
Agent through the facilities of the Clearing Agency against payment of the
purchase price therefore on the Remarketing Settlement Date. The Remarketing
Agent will make payment to the Clearing Agency Participant of each tendering
holder of Series G Preferred Shares in the Remarketing through the facilities of
the Clearing Agency by the close of business on the Remarketing Settlement Date.
In accordance with the Clearing Agency's normal procedures, on the Remarketing
Settlement Date, the transaction described above with respect to each Series G
Preferred Share tendered or deemed tendered for purchase and sold in the
Remarketing will be executed through the Clearing Agency and the account of the
Clearing Agency Participant, will be debited and credited and such Series G
Preferred Shares delivered by book entry as necessary to effect purchases and
sales of such Series G Preferred Shares. The Clearing Agency is expected to make
payment in accordance with its normal procedures. This Section 2(12)(i) shall
not apply if Definitive Preferred Securities Certificates have been issued.

     (j) If any holder selling Series G Preferred Shares in the Remarketing
fails to deliver such Series G Preferred Shares, the Clearing Agency Participant
of such selling holder and of any other person that was to have purchased Series
G Preferred Shares in the Remarketing may deliver to any such other person a
number of Series G Preferred Shares that is less than the number of Series G
Preferred Shares that otherwise was to be purchased by such person. In such
event the number of Series G Preferred Shares to be so delivered will be
determined by such Clearing Agency Participant and delivery of such lesser
number of Series G Preferred Shares will constitute good delivery. This Section
2(12)(j) shall not apply if Definitive Preferred Securities Certificates have
been issued.

     (k) The Remarketing Agent is not obligated to purchase any Series G
Preferred Shares that would otherwise remain unsold in a Remarketing. Neither
the Company nor the Remarketing Agent shall be obligated in any case to provide
funds to make payment upon tender of Series G Preferred Shares for Remarketing.

     Section 3. Liquidation. (1) In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the Company, the holders of Series G
Preferred Shares are entitled to receive out of the assets of the Company
available for distribution to stockholders,



                                       13


before any distribution of assets is made to holders of Common Stock or any
other class or series of shares ranking junior to the Series G Preferred Shares
upon liquidation, liquidating distributions in the amount of the stated value of
$100,000 per share (equivalent to $1,000 per Depository Share), plus all
accumulated and unpaid Distributions (whether or not declared) for the then
current and all past Distribution Periods. If, upon any voluntary or involuntary
liquidation, dissolution, or winding up of the Company, the amounts payable with
respect to the Series G Preferred Shares and any other shares of the Company
ranking as to any such Distribution on a parity with the Series G Preferred
Shares are not paid in full, the holders of Series G Preferred Shares and of
such other shares will share ratably in any such distribution of assets of the
Company in proportion to the full respective preferential amounts to which they
are entitled. After payment of the full amount of the liquidating distribution
to which they are entitled, the holders of Series G Preferred Shares will not be
entitled to any further participation in any distribution of assets by the
Company.

     (2) Written notice of any such liquidation, dissolution or winding up of
the Company, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage prepaid, not less than 30 nor more than 60
days prior to the payment date stated therein, to each record holder of the
Series G Preferred Shares at the respective addresses of such holders as the
same shall appear on the stock transfer records of the Company.

     (3) For purposes of liquidation rights, a consolidation or merger of the
Company with or into any other corporation or corporations or a sale of all or
substantially all of the assets of the Company shall be deemed not to be a
liquidation, dissolution or winding up of the Company.

     Section 4. Redemption. (1) The Series G Preferred Shares are redeemable at
the option of the Company, in whole or in part (i) on the last Distribution
Payment Date relating to the Initial Fixed Rate Period, (ii) on such dates with
respect to any other Fixed Rate Period as we may determine prior to the
commencement of such Fixed Rate Period or (iii) at any time during a Floating
Rate Period, at a cash redemption price of $100,000 per share (equivalent to
$1,000 per Depository Share), plus all accumulated and unpaid Distributions
(whether or not declared) to and including the date of redemption (the
"Redemption Price").

     (2) If fewer than all of the outstanding Series G Preferred Shares are to
be redeemed, the number of shares to be redeemed will be determined by the Board
of Directors of the Company and such shares shall be redeemed pro rata from the
holders of record of such shares in proportion to the number of such shares held
by such holders (with adjustments to avoid redemption of fractional shares) or
by lot in a manner determined by the Board of Directors of the Company.

     (3) Notwithstanding the foregoing, if an amount equal to full Distributions
for all past Distribution Periods on the Series G Preferred Shares has not been
paid to holders of record of Series G Preferred Shares entitled to receive
Distributions as set forth above by the Company, no Series G Preferred Shares
shall be redeemed (except as provided in clause (9) below) unless all
outstanding Series G Preferred Shares are simultaneously redeemed, and the
Company shall not purchase or otherwise acquire, directly or indirectly, any
Series G Preferred



                                       14


Shares; provided, however, that the foregoing shall not prevent the purchase or
acquisition of Series G Preferred Shares pursuant to a purchase or exchange
offer if such offer is made on the same terms to all holders of Series G
Preferred Shares.

     (4) Except as expressly provided hereinabove, the Company shall make no
payment or allowance for unpaid Distributions, whether or not in arrears, on
Series G Preferred Shares called for redemption.

     (5) Notice of redemption shall be given by publication in a newspaper of
general circulation in The City of New York, such publication to be made once a
week for two successive weeks, commencing not less than 30 or more than 60 days
prior to the date fixed for redemption thereof. A similar notice will be mailed
by the Company by first class mail, postage prepaid, to each record holder of
the Series G Preferred Shares to be redeemed, not less than 30 nor more than 60
days prior to such redemption date, to the respective addresses of such holders
as the same shall appear on the stock transfer records of the Company. Each
notice shall state: (i) the Redemption Date; (ii) the number of Series G
Preferred Shares to be redeemed; (iii) the Redemption Price; (iv) the place or
places where certificates for such shares are to be surrendered for payment of
the Redemption Price; and (v) that Distributions on the shares to be redeemed
will cease to accumulate on such Redemption Date. If fewer than all the Series G
Preferred Shares held by any holder are to be redeemed, the notice mailed to
such holder shall also specify the number of Series G Preferred Shares to be
redeemed from such holder.

     (6) In order to facilitate the redemption of Series G Preferred Shares, the
Board of Directors may fix a record date for the determination of the shares to
be redeemed, such record date to be not less than 30 nor more than 60 days prior
to the date fixed for such redemption.

     (7) Notice having been given as provided above, from and after the date
fixed for the redemption of Series G Preferred Shares by the Company (the
"Redemption Date") (unless the Company shall fail to make available the money
necessary to effect such redemption), all Distributions on the Series G
Preferred Shares called for redemption will cease to accrue. From and after the
Redemption Date the holders of shares selected for redemption shall cease to be
stockholders with respect to such shares and shall have no interest in or claim
against the Company by virtue thereof and shall have no voting or other rights
with respect to such shares, except the right to receive the Redemption Price
from the Company, less any required tax withholding amount, without interest
thereon. Upon surrender in accordance with such Notice of the certificate
representing such Series F Preferred Shares (and endorsement or assignment of
transfer, if required by the Company and so stated in the Notice) the Redemption
Price shall be paid out of the funds provided by the Company and the shares
represented thereby shall no longer be deemed to be outstanding. If fewer than
all the shares represented by a certificate are redeemed, a new certificate
shall be issued, without cost to the holder thereof, representing the unredeemed
shares.

     (8) Any Series G Preferred Shares that shall at any time have been redeemed
shall, after such redemption, have the status of authorized but unissued
preferred stock, without designation as to series until such shares are once
more designated as part of a particular series by the Board of Directors.



                                       15


     (9) The Series G Preferred Shares are subject to the provisions of Article
IX of the Charter, including, without limitation, the provisions for the
redemption of Excess Stock (as defined in such Article). Notwithstanding the
provisions of Article IX of the Charter, Series G Preferred Shares which have
been exchanged pursuant to such Article for Excess Stock may be redeemed, in
whole or in part, and, if in part, pro rata from the holders of record of such
shares in proportion to the number of such shares held by such holders (with
adjustments to avoid redemption of fractional shares) or by lot in a manner
determined by the Board of Directors, at any time when outstanding Series G
Preferred Shares are being redeemed.

     Section 5. Voting Rights. The Series G Preferred Shares shall not have any
voting powers either general or special, except as required by law and except
that:

     (1) If full cumulative Distributions on the Series G Preferred Shares, or
any other series of preferred stock of the Company ranking on a parity with the
Series G Preferred Shares as to dividends or upon liquidation (any such series,
a "Parity Preferred Series"), for six quarterly Distribution Payment Periods,
whether or not consecutive, are in arrears and unpaid, (such failure to pay by
the Company, a "Distribution Default"), the holders of all outstanding Series G
Preferred Shares and any Parity Preferred Series, voting as a single class
without regard to series, will be entitled to elect two additional Directors
until all Distributions in arrears and unpaid on the Series G Preferred Shares
and any Parity Preferred Series have been paid or declared and funds therefor
set apart for payment. At any time when such right to elect Directors separately
as a class shall have so vested, the Company may, and upon the written request
of the holders of record of not less than 20% of the total number of Series G
Preferred Shares and shares of any Parity Preferred Series of the Company then
outstanding shall, call a special meeting of stockholders for the election of
such Directors. In the case of such a written request, such special meeting
shall be held within 90 days after the delivery of such request and, in either
case, at the place and upon the notice provided by law and in the Bylaws of the
Company, provided that the Company shall not be required to call such a special
meeting if such request is received less than 120 days before the date fixed for
the next ensuing Annual Meeting of Stockholders of the Company and the holders
of all outstanding Series G Preferred Shares and shares of any Parity Preferred
Series are afforded the opportunity to elect such Directors (or fill any
vacancy) at such Annual Meeting of Stockholders. Directors elected as aforesaid
shall serve until the next Annual Meeting of Stockholders of the Company or
until their respective successors shall be elected and qualified, or, if sooner,
until an amount equal to all Distributions in arrears and unpaid have been paid
or declared and funds therefor set apart for payment. If, prior to the end of
the term of any Director elected as aforesaid, a vacancy in the office of such
Director shall occur during the continuance of a Distribution Default by reason
of death, resignation, or disability, such vacancy shall be filled for the
unexpired term by the appointment of a new Director for the unexpired term of
such former Director, such appointment to be made by the remaining Director or
Directors elected as aforesaid.

     (2) The affirmative vote or consent of the holders of at least two-thirds
of the outstanding Series G Preferred Shares and any Parity Preferred Series,
voting as a single class without regard to series, will be required to issue,
authorize or increase the authorized amount of any class or series of shares
ranking senior to the Series G Preferred Shares and shares of each Parity
Preferred Series as to dividends or upon liquidation or to issue or authorize
any obligation or security convertible into or evidencing a right to purchase
any such security. Subject to the



                                       16


preceding sentence, the affirmative vote or consent of the holders of at least
two-thirds of the outstanding Series G Preferred Shares, voting separately as a
class, will be required to amend or repeal any provision of, or add any
provision to, the Articles of Incorporation, including the Articles
Supplementary, if such action would materially and adversely alter or change the
powers, preferences, privileges or rights of the Series G Preferred Shares.

     (3) Nothing herein shall be taken to require a class vote or consent in
connection with the authorization, designation, increase or issuance of shares
of any class or series (including additional preferred stock of any series) that
rank junior to or on a parity with the Series G Preferred Shares as to dividends
and liquidation rights or in connection with the authorization, designation,
increase or issuance of any bonds, mortgages, debentures or other debt
obligations of the Company.

     Section 6. Conversion. The Series G Preferred Shares are not convertible
into shares of any other class or series of the capital stock of the Company.




                                       17




     IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to
be signed in its name and on its behalf and attested to by the undersigned on
this 26th day of May, 2004 and the undersigned acknowledges under the penalties
of perjury that these Articles Supplementary are the corporate act of said
Company and that to the best of his knowledge, information and belief, the
matters and facts set forth herein are true in all material respects.

                                FIRST INDUSTRIAL REALTY TRUST, INC.





                                By:  /s/ John Clayton
                                     ----------------------------------
                                     Name:  John H. Clayton

                                     Title: Vice President -- Corporate
                                     Legal and Secretary





Attest:



By:  /s/ Scott A. Musil
     ---------------------------------
     Name:  Scott A. Musil

     Title: Senior Vice President,
            Controller, Treasurer
            and Assistant Secretary




                                       18

                                                                  EXECUTION COPY


                                 EXECUTION COPY
                      FIRST INDUSTRIAL REALTY TRUST, INC.,
                EQUISERVE INC. AND EQUISERVE TRUST COMPANY, N.A.
                                 AS DEPOSITARY,

                                       AND

                        THE HOLDERS FROM TIME TO TIME OF
                    THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
       RELATING TO SERIES F FLEXIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK

                                DEPOSIT AGREEMENT

                                   ----------


                            Dated as of May 27, 2004


                                   ----------






                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   DEFINITIONS


                                   ARTICLE II

           FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY,
                 TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

SECTION 2.1.  Form and Transfer of Receipts...................................2
SECTION 2.2.  Deposit of Stock; Execution and Delivery of Receipts in
                Respect Thereof...............................................4
SECTION 2.3.  Registration of Transfer of Receipts............................5
SECTION 2.4.  Split-ups and Combinations of Receipts; Surrender of Receipts
                and Withdrawal of Stock.......................................5
SECTION 2.5.  Limitations on Execution and Delivery, Transfer, Surrender
                and Exchange of Receipts......................................6
SECTION 2.6.  Lost Receipts, etc..............................................7
SECTION 2.7.  Cancellation and Destruction of Surrendered Receipts............7
SECTION 2.8.  Redemption of Stock.............................................7
SECTION 2.9.  Stock Constituting Excess Stock.................................9

                                   ARTICLE III

           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

SECTION 3.1.  Filing Proofs, Certificates and Other Information...............9
SECTION 3.2.  Payment of Taxes or Other Governmental Charges..................9
SECTION 3.3.  Warranty as to Stock...........................................10

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

SECTION 4.1.  Cash Distributions.............................................10
SECTION 4.2.  Distributions Other than Cash, Rights, Preferences or
                Privileges...................................................10
SECTION 4.3.  Subscription Rights, Preferences or Privileges.................11
SECTION 4.4.  Notice of Dividends, etc.; Fixing Record Date for Holders
                of Receipts..................................................12
SECTION 4.5.  Voting Rights..................................................12


                                       -i-

                                                                            Page
                                                                            ----

SECTION 4.6.  Changes Affecting Deposited Securities and Reclassifications,
                Recapitalizations, etc.......................................13
SECTION 4.7.  Delivery of Reports............................................13
SECTION 4.8.  List of Receipt Holders........................................13

                                    ARTICLE V

                        THE DEPOSITARY, THE DEPOSITARY'S
                      AGENTS, THE REGISTRAR AND THE COMPANY

SECTION 5.1.  Maintenance of Offices, Agencies and Transfer Books by the
                Depositary; Registrar........................................14
SECTION 5.2.  Prevention of or Delay in Performance by the Depositary, the
                Depositary's Agents, the Registrar or the Company ...........15
SECTION 5.3.  Obligation of the Depositary, the Depositary's Agents, the
                Registrar and the Company....................................15
SECTION 5.4.  Resignation and Removal of the Depositary; Appointment of
                Successor Depositary.........................................17
SECTION 5.5.  Corporate Notices and Reports..................................18
SECTION 5.6.  Indemnification by the Company.................................18
SECTION 5.7.  Charges and Expenses...........................................18
SECTION 5.8.  Tax Compliance.................................................18

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

SECTION 6.1.  Amendment......................................................19
SECTION 6.2.  Termination....................................................19

                                   ARTICLE VII

                                  MISCELLANEOUS

SECTION 7.1.  Counterparts...................................................20
SECTION 7.2.  Exclusive Benefit of Parties...................................20
SECTION 7.3.  Invalidity of Provisions.......................................20
SECTION 7.4.  Notices........................................................20
SECTION 7.5.  Appointment of Registrar.......................................21
SECTION 7.6.  Holders of Receipts Are Parties................................21
SECTION 7.7.  Governing Law..................................................21
SECTION 7.8.  Inspection of Deposit Agreement................................21
SECTION 7.9.  Headings.......................................................22


                                      -ii-



     DEPOSIT AGREEMENT, dated as of May 27, 2004, among FIRST INDUSTRIAL REALTY
TRUST, INC., a Maryland corporation (the "Company"), EquiServe Trust Company,
N.A., a national banking association and EquiServe, Inc., a Delaware
corporation, (collectively EquiServe Trust Company, N.A. and EquiServe, Inc.
shall be referenced herein as "Depositary" or individually as the "Trust
Company" and "EQI", respectively), and the holders from time to time of the
Receipts described herein.

     WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit
Agreement, for the deposit of shares of Series F Flexible Cumulative Redeemable
Preferred Stock of the Company with the Depositary for the purposes set forth in
this Deposit Agreement and for the issuance hereunder of Receipts evidencing
Depositary Shares in respect of the Stock so deposited; and

     WHEREAS, the Receipts are to be substantially in the form of Exhibit A
annexed hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;

     NOW, THEREFORE, in consideration of the promises contained herein, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

     The following definitions shall, for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement:

     "Articles Supplementary" shall mean the Articles Supplementary filed with
the Secretary of State of the State of Maryland establishing the Stock as a
series of preferred stock of the Company.

     "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

     "Depositary" shall mean EquiServe Inc. and its fully owned subsidiary,
EquiServe Trust Company, N.A. and any successor as Depositary hereunder.

     "Depositary Shares" shall mean Depositary Shares, each representing 1/100
of a share of Stock and evidenced by a Receipt.



                                      -2-


     "Depositary's Agent" shall mean one or more agents appointed by the
Depositary pursuant to Section 5.1 hereof and shall include the Registrar if
such Registrar is not the Depositary.

     "Depositary's Office" shall mean any office of the Depositary at which at
any particular time its depositary receipt business shall be administered.

     "Excess Stock" shall mean Excess Stock as defined in Section 7.4 of the
Company's Amended and Restated Articles of Incorporation.

     "Receipt" shall mean one of the Depositary Receipts, substantially in the
form set forth as Exhibit A hereto, issued hereunder, whether in definitive or
temporary form and evidencing the number of Depositary Shares held of record by
the record holder of such Depositary Shares. If the context so requires, the
term "Receipt" shall be deemed to include the DTC Receipt (as defined in Section
2.1 hereof).

     "record holder" or "holder" as applied to a Receipt shall mean the person
in whose name a Receipt is registered on the books of the Depositary maintained
for such purpose.

     "Registrar" shall mean the Depositary or such other bank or trust company
which shall be appointed to register ownership and transfers of Receipts as
herein provided.-

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Stock" shall mean shares of the Company's Series F Flexible Cumulative
Redeemable Preferred Stock, $.0l par value per share.

                                   ARTICLE II

           FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY,
                 TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

     SECTION 2.1. Form and Transfer of Receipts. The Company and the Depositary
shall make application to The Depository Trust Company ("DTC") for acceptance of
all or a portion of the Receipts for its book-entry settlement system. The
Company hereby appoints the Depositary acting through any authorized officer
thereof as its attorney-in-fact, with full power to delegate, for purposes of
executing any agreements, certifications or other instruments or documents
necessary or desirable in order to effect the acceptance of such Receipts for
DTC eligibility. So long as the Receipts are eligible for book-entry settlement
with DTC, unless otherwise required by law, all Depositary Shares shall be
represented by a single receipt (the "DTC Receipt"), which shall be deposited
with DTC (or its designee) evidencing all such Depositary Shares and registered
in the name of the nominee of DTC (initially expected to be Cede & Co.).
EquiServe Trust Company, N.A. or such other entity as is agreed to by DTC may
hold the DTC



                                      -3-


Receipt as custodian for DTC. Ownership of beneficial interests in the DTC
Receipt shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by (i) DTC or its nominee for such DTC Receipt or
(ii) institutions that have accounts with DTC.

     If DTC subsequently ceases to make its book-entry settlement system
available for the Receipts, the Company may instruct the Depositary regarding
making other arrangements for book-entry settlement. In the event that the
Receipts are not eligible for, or it is no longer desirable to have the Receipts
available in, book-entry form, the Depositary shall provide written instructions
to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the
Company shall instruct the Depositary to deliver to the beneficial owners of the
Depositary Shares previously evidenced by the DTC definitive Receipts in
physical form evidencing such Depositary Shares. Such definitive receipts shall
be in substantially the form annexed hereto as Annex A, with appropriate
insertions, modifications and omissions, as hereafter provided.

     The beneficial owners of Depositary Shares shall, except as stated above
with respect to Depositary Shares in book-entry form represented by the DTC
Receipt, be entitled to receive Receipts in physical, certificated form as
herein provided.

     The definitive Receipts shall be engraved or printed or lithographed on
steel-engraved borders, with appropriate insertions, modifications and
omissions, as hereinafter provided, if and to the extent required by any
securities exchange on which the Receipts are listed. The DTC Receipt shall bear
such legend or legends as may be required by DTC in order for it to accept the
Depository Shares for its book-entry settlement system. Pending the preparation
of definitive Receipts or if definitive Receipts are not required by any
securities exchange on which the Receipts are listed, the Depositary, upon the
written order of the Company, delivered in compliance with Section 2.2 hereof,
shall execute and deliver temporary Receipts which are printed, lithographed,
typewritten, mimeographed or otherwise substantially of the tenor of the
definitive Receipts in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the persons
executing such Receipts may determine, as evidenced by their execution of such
Receipts. If temporary Receipts are issued, the Company and the Depositary will
cause definitive Receipts to be prepared without unreasonable delay. After the
preparation of definitive Receipts, the temporary Receipts shall be exchangeable
for definitive Receipts upon surrender of the temporary Receipts at the
Depositary's Office or at such other place or places as the Depositary shall
determine, without charge to the holder. Upon surrender for cancellation of any
one or more temporary Receipts, the Depositary shall execute and deliver in
exchange therefor definitive Receipts representing the same number of Depositary
Shares as represented by the surrendered temporary Receipt or Receipts. Such
exchange shall be made at the Company's expense and without any charge to the
holder therefor. Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Deposit Agreement, and with
respect to the Stock, as definitive Receipts.



                                      -4-


     Receipts shall be executed by the Depositary by the manual and/or facsimile
signature of a duly authorized officer of the Depositary. No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose unless it shall have been executed in accordance with the
foregoing sentence. The Depositary shall record on its books each Receipt so
signed and delivered as hereinafter provided.

     Receipts shall be in denominations of any number of whole Depositary
Shares. The Company shall deliver to the Depositary from time to time such
quantities of Receipts as the Depositary may request to enable the Depositary to
perform its obligations under this Deposit Agreement.

     Receipts may be endorsed with or have incorporated in the text thereof such
legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Company or required to comply with
any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject, all as directed by the Company.

     Title to Depositary Shares evidenced by a Receipt which is properly
endorsed or accompanied by a properly executed instrument of transfer shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.3, the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.

     SECTION 2.2. Deposit of Stock; Execution and Delivery of Receipts in
Respect Thereof. Subject to the terms and conditions of this Deposit Agreement,
the Company may from time to time deposit shares of Stock under this Deposit
Agreement by delivery to the Depositary of a certificate or certificates for the
Stock to be deposited, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with (i) all such certifications as may
be required by the Depositary in accordance with the provisions of this Deposit
Agreement, including the resolutions of the Board of Directors of the Company,
as certified by the Secretary or any Assistant Secretary of the Company on the
date thereof as being as being complete, accurate and in effect, relating to
issuance and sale of the Preferred Stock, (ii) a letter of counsel to the
Company authorizing reliance on such counsel's opinions delivered to the
underwriters named therein relating to (A) the existence and good standing of
the Company, (B) the due authorization of the Depositary Shares and the status
of the Depositary Shares as validly issued, fully paid and non-assessable, and
(C) the effectiveness of any registration statement under the Securities Act
relat-



                                      -5-


ing to the Depositary Shares, and (iii) a written letter of instruction of the
Company or such holder, as the case may be, directing the Depositary to execute
and deliver to, or upon the written order of, the person or persons stated in
such order a Receipt or Receipts for the number of Depositary Shares
representing such deposited Stock.

     Deposited Stock shall be held by the Depositary at the Depositary's Office
or at such other place or places as the Depositary shall determine.

     Upon receipt by the Depositary of a certificate or certificates for Stock
deposited in accordance with the provisions of this Section, together with the
other documents required as above specified, and upon recordation of the Stock
on the books of the Company in the name of the Depositary or its nominee, the
Depositary, subject to the terms and conditions of this Deposit Agreement, shall
execute and deliver, to or upon the order of the person or persons named in the
written order delivered to the Depositary referred to in the first paragraph of
this Section 2.2, a Receipt or Receipts for the whole number of Depositary
Shares representing, in the aggregate, the Stock so deposited and registered in
such name or names as may be requested by such person or persons. The Depositary
shall execute and deliver such Receipt or Receipts at the Depositary's Office or
such other offices, if any, as the Depositary may designate. Delivery at other
offices shall be at the risk and expense of the person requesting such delivery.

     SECTION 2.3. Registration of Transfer of Receipts. Subject to the terms and
conditions of applicable law and of this Deposit Agreement, the Depositary shall
register on its books from time to time transfers of Receipts upon any surrender
thereof by the holder in person or by a duly authorized attorney, agent or
representative, properly endorsed or accompanied by a properly executed
instrument of transfer including a guarantee of the signature thereon by a
participant in a signature guarantee medallion program approved by the
Securities Transfer Association ("Signature Guarantee"). Thereupon, the
Depositary shall execute a new Receipt or Receipts evidencing the same aggregate
number of Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the order of the
person entitled thereto.

     SECTION 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts
and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the
Depositary's Office or at such other offices as it may designate for the purpose
of effecting a split-up or combination of such Receipt or Receipts, and subject
to the terms and conditions of this Deposit Agreement, the Depositary shall
execute and deliver a new Receipt or Receipts in the authorized denomination or
denominations requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered; provided, however, that the
Depositary shall not issue any Receipt evidencing a fractional Depositary Share.

     Any holder of a Receipt or Receipts representing any number of whole shares
of Stock may (unless the related Depositary Shares have previously been called
for redemption) withdraw the Stock and all money and other property, if any,
represented thereby by surrender-



                                      -6-


ing such Receipt or Receipts at the Depositary's Office or at such other offices
as the Depositary may designate for such withdrawals and paying any unpaid
amount due the Depositary. If such holder's Depositary Shares are being held by
DTC or its nominee pursuant to Section 2.1 hereof, such holder shall request
withdrawal from the book-entry system of Receipts representing any number of
whole shares. Thereafter, without unreasonable delay, the Depositary shall
deliver to such holder or to the person or persons designated by such holder as
hereinafter provided the number of whole shares of Stock and all money and other
property, if any, represented by the Receipt or Receipts so surrendered for
withdrawal, but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive Depositary Shares
therefor. If a Receipt delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of
the number of Depositary Shares representing the number of whole shares of Stock
to be so withdrawn, the Depositary shall at the same time, in addition to such
number of whole shares of Stock and such money and other property, if any, to be
so withdrawn, deliver to such holder, or upon his order, a new Receipt
evidencing such excess number of Depositary Shares; provided, however, that the
Depositary shall not issue any Receipt evidencing a fractional Depositary Share.

     Delivery of the Stock and money and other property being withdrawn may be
made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate, which, if required by the
Depositary, shall be properly endorsed or accompanied by proper instruments of
transfer.

     If the Stock and the money and other property being withdrawn are to be
delivered to a person or persons other than the record holder of the Receipt or
Receipts being surrendered for withdrawal of Stock, such holder shall execute
and deliver to the Depositary a written order so directing the Depositary and
the Depositary may require that the Receipt or Receipts surrendered by such
holder for withdrawal of such shares of Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer in blank.

     Delivery of the Stock and the money and other property, if any, represented
by Receipts surrendered for withdrawal shall be made by the Depositary at the
Depositary's Office, except that, at the request, risk and expense of the holder
surrendering such Receipt or Receipts and for the account of the holder thereof,
such delivery may be made at such other place as may be designated by such
holder.

     SECTION 2.5. Limitations on Execution and Delivery, Transfer, Surrender and
Exchange of Receipts. As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary, any of the Depositary's Agents or the Company may
require payment to it of a sum sufficient for the payment (or, in the event that
the Depositary or the Company shall have made such payment, the reimbursement to
it) of any charges or expenses payable by the holder of a Receipt pursuant to
Sections 3.2 and 5.7 hereof, may require the production of evidence satisfactory
to it as to the



                                      -7-


identity and genuineness of any signature including a Signature Guarantee, and
may also require compliance with such regulations, if any, as the Depositary or
the Company may establish consistent with the provisions of this Deposit
Agreement.

     The deposit of Stock may be refused, the delivery of Receipts against Stock
may be suspended, the registration of transfer of Receipts may be refused and
the registration of transfer, surrender or exchange of outstanding Receipts may
be suspended (i) during any period when the register of stockholders of the
Company is closed, or (ii) if any such action is deemed necessary or advisable
by the Depositary, any of the Depositary's Agents or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission or under any provision of this Deposit
Agreement.

     SECTION 2.6. Lost Receipts, etc. In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary in its reasonable discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence reasonably satisfactory to the
Depositary of such destruction or loss or theft of such Receipt, of the
authenticity thereof and of his or her ownership thereof, (ii) the furnishing of
the Depositary with reasonable indemnification and the provision of an open
penalty surety bond satisfactory to the Depositary and holding it and the
Company harmless, and (iii) the payment of any reasonable expense (including
reasonable fees, charges and expenses of the Depositary) in connection with such
execution and delivery.

     Cancellation and Destruction of Surrendered Receipts. All Receipts
surrendered to the Depositary or any Depositary's Agent shall be cancelled by
the Depositary. Except as prohibited by applicable law or regulation, the
Company is authorized to destroy all Receipts so cancelled.

     SECTION 2.7. Redemption of Stock. Whenever the Company shall be permitted
and shall elect to redeem shares of Stock in accordance with the provisions of
the Company's Articles of Incorporation or Articles Supplementary, it shall
(unless otherwise agreed to in writing with the Depositary) give or cause to be
given to the Depositary not less than 45 days notice of the date of such
proposed redemption or exchange of Stock and of the number of such shares held
by the Depositary to be so redeemed and the applicable redemption price, as set
forth in the Articles Supplementary, which notice shall be accompanied by a
certificate from the Company stating that such redemption of Stock is in
accordance with the provisions of the Company's Articles of Incorporation or
Articles Supplementary. On the date of such redemption, provided that the
Company shall then have paid or caused to be paid in full to the Depositary the
redemption price of the Stock to be redeemed, plus an amount equal to any
accrued and unpaid dividends thereon to the date fixed for redemption, in
accordance with the provisions of the Articles Supplementary, the Depositary
shall redeem the number of Depositary Shares representing such Stock. The
Depositary shall mail notice of



                                      -8-


the Company's redemption of Stock and the proposed simultaneous redemption of
the number of Depositary Shares representing the Stock to be redeemed by
first-class mail, postage prepaid, not less than 30 and not more than 60 days
prior to the date fixed for redemption of such Stock and Depositary Shares (the
"Redemption Date") to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed, at the address of such holders as they
appear on the records of the Depositary; but neither failure to mail any such
notice of redemption of Depositary Shares to one or more such holders nor any
defect in any notice of redemption of Depositary Shares to one or more such
holders shall affect the sufficiency of the proceedings for redemption as to the
other holders. The Company will provide the Depositary with the information
necessary for the Depositary to prepare such notice and each such notice shall
state: (i) the Redemption Date; (ii) the number of Depositary Shares to be
redeemed and, if fewer than all the Depositary Shares held by any such holder
are to be redeemed, the number of such Depositary Shares held by such holder to
be so redeemed; (iii) the redemption price per Depositary Share; (iv) the place
or places where Receipts evidencing Depositary Shares are to be surrendered for
payment of the redemption price; and (v) that dividends in respect of the Stock
represented by the Depositary Shares to be redeemed will cease to accrue on such
Redemption Date and will bear no interest. In case fewer than all the
outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so
redeemed shall be determined pro rata or by lot in a manner determined by the
Board of Directors.

     Notice having been mailed by the Depositary as aforesaid, from and after
the Redemption Date (unless the Company shall have failed to provide the funds
necessary to redeem the Stock evidenced by the Depositary Shares called for
redemption) (i) dividends on the shares of Stock so called for redemption shall
cease to accrue from and after such date, (ii) the Depositary Shares being
redeemed from such proceeds shall be deemed no longer to be outstanding, (iii)
all rights of the holders of Receipts evidencing such Depositary Shares (except
the right to receive the redemption price) shall, to the extent of such
Depositary Shares, cease and terminate and (iv) upon surrender in accordance
with such redemption; notice of the Receipts evidencing any such Depositary
Shares called for redemption (properly endorsed or assigned for transfer, if the
Depositary or applicable law shall so require), such Depositary Shares shall be
redeemed by the Depositary at a redemption price per Depositary Share equal to
the same fraction of the redemption price per share paid with respect to the
shares of Stock as the fraction each Depositary Share represents of a share of
Stock plus the same fraction of all money and other property, if any,
represented by such Depositary Shares, including all amounts paid by the Company
in respect of dividends which on the Redemption Date have accumulated on the
shares of Stock to be so redeemed and have not theretofore been paid. Any funds
deposited by the Company with the Depositary for any Depositary Shares that the
holders thereof fail to redeem will, upon the written request of the Company, be
returned to the Company after a period of five years from the date such funds
are so deposited.

     If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the



                                      -9-


Depositary, together with the redemption payment, a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not called for redemption;
provided, however, that the Depositary shall not issue any Receipt evidencing a
fractional Depositary Share.

     SECTION 2.8. Stock Constituting Excess Stock. As provided in the Articles
of Incorporation or Articles Supplementary, upon the happening of certain
events, shares of Stock shall be deemed to automatically constitute Excess
Stock. In the event of such a conversion, the Receipt representing the deposited
Stock so converted shall no longer represent, to the extent of the shares so
converted, such deposited Stock. Promptly upon its knowledge of the conversion
of such deposited Stock into Excess Shares, the Company shall notify the
Depositary of such conversion, the number of shares of deposited Stock so
converted, and the identity of the holder of the Receipt so affected, whereupon
the Depositary shall promptly notify the holder of such Receipt as to the
foregoing information and the requirement for the holder to surrender such
Receipt to the Depositary for cancellation of the number of Depositary Shares
evidenced thereby equal to the deposited Stock constituting Excess Shares
represented thereby.

     If fewer than all of the Depositary Shares evidenced by a Receipt are
required to be surrendered for cancellation, the Depositary will deliver to the
holder of such Receipt upon its surrender to the Depositary a new Receipt
evidencing the Depositary Shares evidenced by such prior Receipt and not
required to be surrendered for cancellation. Upon the conversion of the
deposited Stock and cancellation of the Depositary Shares represented thereby,
the Depositary will make appropriate adjustments in its records to reflect such
conversion and cancellation (including the reduction of any fractional share of
deposited Stock and the issuance of any Excess Shares).

                                   ARTICLE III

           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

     SECTION 3.1. Filing Proofs, Certificates and Other Information. Any holder
of a Receipt may be required from time to time to file such proof of residence,
or other matters or other information, to execute such certificates and to make
such representations and warranties as the Depositary or the Company may
reasonably deem necessary or proper or otherwise reasonably request. Subject to
applicable law, the Depositary or the Company may withhold the delivery, or
delay the registration of transfer, redemption or exchange, of any Receipt or
the withdrawal or conversion of the Stock represented by the Depositary Shares
evidenced by any Receipt or the distribution of any dividend or other
distribution or the sale of any rights or of the proceeds thereof until such
proof or other information is filed or such certificates are executed or such
representations and warranties are made.

     SECTION 3.2. Payment of Taxes or Other Governmental Charges. Holders of
Receipts shall be obligated to make payments to the Depositary of certain
charges and ex-



                                      -10-


penses, as provided in Section 5.7 hereof. Subject to applicable law,
registration of transfer of any Receipt or any withdrawal of Stock and all money
or other property, if any, represented by the Depositary Shares evidenced by
such Receipt may be refused until any such payment due is made, and any
dividends, interest payments or other distributions may be withheld or any part
of or all the Stock or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold for the account
of the holder thereof (after attempting by reasonable means to notify such
holder prior to such sale), and such dividends, interest payments or other
distributions or the proceeds of any such sale may be applied to any payment of
such charges or expenses, the holder of such Receipt remaining liable for any
deficiency.

     SECTION 3.3. Warranty as to Stock. The Company hereby represents and
warrants that the Stock, when issued, will be duly authorized, validly issued,
fully paid and nonassessable. Such representation and warranty shall survive the
deposit of the Stock and the issuance of Receipts.

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

     SECTION 4.1. Cash Distributions. Whenever the Depositary shall receive any
cash dividend or other cash distribution on Stock, the Depositary shall, subject
to Sections 3.1 and 3.2 hereof, distribute to record holders of Receipts on the
record date fixed pursuant to Section 4.4 hereof such amounts of such dividend
or distribution as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders; provided, however, that in case the Company or the Depositary shall be
required to withhold and shall withhold from any cash dividend or other cash
distribution in respect of the Stock an amount on account of taxes or as
otherwise required by law, regulation or court process, the amount made
available for distribution or distributed in respect of Depositary Shares shall
be reduced accordingly. In the event that the calculation of any such cash
dividend or other cash distribution to be paid to any record holder on the
aggregate number of Depositary Receipts held by such holder results in an amount
which is a fraction of a cent, the amount the Depositary shall distribute to
such record holder shall be rounded to the next highest whole cent if such
fraction of a cent is equal to or greater than $.005; otherwise such fractional
interest shall be disregarded; and upon request of the Depositary, the Company
shall pay the additional amount to the Depositary for distribution.

     SECTION 4.2. Distributions Other than Cash, Rights, Preferences or
Privileges. Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon Stock, the Depositary shall,
subject to Sections 3.1 and 3.2 hereof, distribute to record holders of Receipts
on the record date fixed pursuant to Section 4.4 hereof such amounts of the
securities or property received by it as are, as nearly as may be practicable,
in proportion to the respective numbers of Depositary Shares evidenced by the
Receipts



                                      -11-


held by such holders, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution. If in the opinion of the
Depositary such distribution cannot be made proportionately among such record
holders, or if for any other reason (including any requirement that the Company
or the Depositary withhold an amount on account of taxes) the Depositary deems
(after consultation with the Company) such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, at such place or places and upon such terms
as it may deem equitable and appropriate. The net proceeds of any such sale
shall, subject to Sections 3.1 and 3.2 hereof, be distributed or made available
for distribution, as the case may be, by the Depositary to record holders of
Receipts as provided by Section 4.1 hereof in the case of a distribution
received in cash.

     SECTION 4.3. Subscription Rights, Preferences or Privileges. If the Company
shall at any time offer or cause to be offered to the persons in whose names
Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, the offering of such rights,
preferences or privileges shall in each such instance be communicated to the
Depositary and thereafter made available by the Depositary to the record holders
of Receipts in such manner as the Depositary may determine, either by the issue
to such record holders of warrants representing such rights, preferences or
privileges or by such other method as may be approved by the Depositary in its
discretion with the approval of the Company; provided, however, that (i) if at
the time of issue or offer of any such rights, preferences or privileges the
Depositary determines that it is not lawful or (after consultation with the
Company) not feasible to make such rights, preferences or privileges available
to holders of Receipts by the issue of warrants or otherwise, or (ii) if and to
the extent so instructed by holders of Receipts who do not desire to execute
such rights, preferences or privileges, then EQI, in its discretion (with
approval of the Company, in any case where the Depositary has determined that it
is not feasible to make such rights, preferences or privileges available), may,
if applicable laws or the terms of such rights, preferences or privileges permit
such transfer, sell such rights, preferences or privileges at public or private
sale, at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall, subject to Sections 3.1 and 3.2 hereof, be
distributed by EQI to the record holders of Receipts entitled thereto as
provided by Section 4.1 hereof in the case of a distribution received in cash.

     If registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold the securities to which such rights, preferences
or privileges relate, the Company will file promptly a registration statement
pursuant to the Securities Act with respect to such rights, preferences or
privileges and securities and use its best efforts and take all steps available
to it to cause such registration statement to become effective sufficiently in
advance of the expiration of such rights, preferences or privileges to enable
such holders to exercise such rights, preferences or privileges.



                                      -12-


In no event shall the Depositary make available to the holders of Receipts any
right, preference or privilege to subscribe for or to purchase any securities
unless and until it has received written notice from the Company that such
registration statement shall have become effective, or that the offering and
sale of such securities to such holders are exempt from registration under the
provisions of the Securities Act and the Company shall have provided to the
Depositary an opinion of counsel reasonably satisfactory to the Depositary to
such effect.

     If any other action under the laws of any jurisdiction or any governmental
or administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to holders of Receipts,
the Company will use its reasonable best efforts to take such action or obtain
such authorization, consent or permit sufficiently in advance of the expiration
of such rights, preferences or privileges to enable such holders to exercise
such rights, preferences or privileges.

     SECTION 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of
Receipts. Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to Stock,
or whenever the Depositary shall receive notice of any meeting at which holders
of Stock are entitled to vote or of which holders of Stock are entitled to
notice, or whenever the Depositary and the Company shall decide it is
appropriate, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
or otherwise in accordance with the terms of the Stock) for the determination of
the holders of Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale
thereof, or to give instructions for the exercise of voting rights at any such
meeting, or who shall be entitled to notice of such meeting or for any other
appropriate reasons.

     SECTION 4.5. Voting Rights. Upon receipt of notice of any meeting at which
the holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (i) such information as is contained in such notice of meeting and
(ii) a statement that the holders may, subject to any applicable restrictions,
instruct the Depositary as to the exercise of the voting rights pertaining to
the amount of Stock represented by their respective Depositary Shares (including
an express indication that instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the Company) and a brief statement
as to the manner in which such instructions may be given. Upon the written
request of the holders of Receipts on the relevant record date, the Depositary
shall use its best efforts to vote or cause to be voted, in accordance with the
instructions set forth in such requests, the maximum number of whole shares of
Stock represented by the Depositary Shares evidenced by all Receipts as to which
any particular voting instructions are received. The Company hereby agrees to
take all action which may be deemed necessary by the Depositary in order to
enable the Depositary to vote such Stock or cause such Stock to be voted. In the
absence of specific instructions from



                                      -13-


the holder of a Receipt, the Depositary will not vote to the extent of the Stock
represented by the Depositary Shares evidenced by such Receipt.

     SECTION 4.6. Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, etc. Upon any change in par value or liquidation preference,
split-up, combination or any other reclassification of the Stock, or upon any
recapitalization, reorganization, merger or consolidation affecting the Company
or to which it is a party, the Depositary may in its discretion with the
approval (not to be unreasonably withheld) of, and shall upon the instructions
of, the Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments in the fraction of an interest in one share
of Stock represented by one Depositary Share as may be necessary (as certified
by the Company) fully to reflect the effects of such change in par value or
liquidation preference, split-up, combination or other reclassification of
Stock, or of such recapitalization, reorganization, merger or consolidation and
(ii) treat any securities which shall be received by the Depositary in exchange
for or upon conversion of or in respect of the Stock as new deposited securities
so received in exchange for or upon conversion or in respect of such Stock. In
any such case, the Depositary may in its discretion, with the approval of the
Company, execute and deliver additional Receipts or may call for the surrender
of all outstanding Receipts to be exchanged for new Receipts specifically
describing such new deposited securities. Anything to the contrary herein
notwithstanding, holders of Receipts shall have the right from and after the
effective date of any such change in par value or liquidation preference,
split-up, combination or other reclassification of the Stock or any such
recapitalization, reorganization, merger or consolidation to surrender such
Receipts to the Depositary with instructions to convert, exchange or surrender
the Stock represented thereby only into or for, as the case may be, the kind and
amount of shares of stock and other securities and property and cash into which
the Stock represented by such Receipts would have been converted or for which
such Stock would have been exchanged or surrendered had such Receipt been
surrendered immediately prior to the effective date of such transaction.

     SECTION 4.7. Delivery of Reports. The Depositary shall furnish to holders
of Receipts any reports and communications received from the Company which are
received by the Depositary as the holder of Stock.

     SECTION 4.8. List of Receipt Holders. Promptly upon request from time to
time by the Company, the Depositary shall furnish to it a list, as of the most
recent practicable date, of the names, addresses and holdings of Depositary
Shares of all record holders of Receipts. The Company shall be entitled to
receive such list four times annually.



                                      -14-


                                   ARTICLE V

                        THE DEPOSITARY, THE DEPOSITARY'S
                      AGENTS, THE REGISTRAR AND THE COMPANY

     SECTION 5.1. Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary
shall maintain at the Depositary's Office facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange of
Receipts, and at the offices of the Depositary's Agents, if any, facilities for
the delivery, registration of transfer, surrender and exchange of Receipts, all
in accordance with the provisions of this Deposit Agreement, provided that, to
the extent provisions of this Deposit Agreement regarding transfer or registrar
functions of the Depositary conflict with the terms of any transfer agency
agreement into which the Company and the Depositary may enter, the transfer
agency agreement shall control.

     The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books during normal
business hours shall be open for inspection by the record holders of Receipts;
provided that any such holder requesting to exercise such right shall certify to
the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipts. Books kept hereunder by the Depositary may be maintained in
electronic form.

     The Depositary may close such books, at any time or from time to time, when
deemed expedient by it in connection with the performance of its duties
hereunder.

     The Depositary may, with the approval of the Company, appoint a Registrar
for registration of the Receipts or the Depositary Shares evidenced thereby. If
the Receipts or the Depositary Shares evidenced thereby or the Stock represented
by such Depositary Shares shall be listed on one or more national securities
exchanges, the Depositary will appoint a Registrar (acceptable to the Company)
for registration of such Receipts or Depositary Shares in accordance with any
requirements of such exchange. Such Registrar (which may be the Depositary if so
permitted by the requirements of any such exchange) may be removed and a
substitute registrar appointed by the Depositary upon the request or with the
approval of the Company. If the Receipts, such Depositary Shares or such Stock
is listed on one or more other stock exchanges, the Depositary will, at the
request and at the expense of the Company, arrange such facilities for the
delivery, registration, registration of transfer, surrender and exchange of such
Receipts, such Depositary Shares or such Stock as may be required by law or
applicable securities exchange regulation.

     The Depositary may from time to time appoint Depositary's Agents to act in
any respect for the Depositary for the purposes of this Deposit Agreement and
may at any time appoint additional Depositary's Agents and vary or terminate the
appointment of such Depositary's Agents. The Depositary will notify the Company
of any such action.



                                      -15-


     SECTION 5.2. Prevention of or Delay in Performance by the Depositary, the
Depositary's Agents, the Registrar or the Company. Neither the Depositary nor
any Depositary's Agent nor the Registrar nor the Company shall incur any
liability to any holder of any Receipt if by reason of any provision of any
present or future law, or regulation thereunder, of the United States of America
or of any other governmental authority or, in the case of the Depositary, the
Depositary's Agent or the Registrar, by reason of any provision, present or
future, of the Company's Amended and Restated Articles of Incorporation or by
reason of any act of God or war or other circumstance beyond the control of the
relevant party, the Depositary, the Depositary's Agent, the Registrar or the
Company shall be prevented, delayed or forbidden from, or subjected to any
penalty on account of, doing or performing any act or thing which the terms of
this Deposit Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary's Agent, the Registrar or the Company incur liability
to any holder of a Receipt (i) by reason of any nonperformance or delay, caused
as aforesaid, in the performance of any act or thing which the terms of this
Deposit Agreement shall provide shall or may be done or performed, or (ii) by
reason of any exercise of, or failure to exercise, any discretion provided for
in this Deposit Agreement except, in the case of any such exercise or failure to
exercise discretion not caused as aforesaid, if caused by the gross negligence
or willful misconduct of the party charged with such exercise or failure to
exercise.

     SECTION 5.3. Obligation of the Depositary, the Depositary's Agents, the
Registrar and the Company. Neither the Depositary nor any Depositary's Agent nor
the Registrar nor the Company assumes any obligation or shall be subject to any
liability under this Deposit Agreement or any Receipt to holders of Receipts
other than for its gross negligence, willful misconduct or bad faith.

     Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of the Stock, the Depositary Shares
or the Receipts which in its reasonable opinion may involve it in expense or
liability unless indemnity reasonably satisfactory to it against expense and
liability be furnished as often as may be reasonably required.

     Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall be liable for any action or any failure to act by it in reliance
upon the written advice of legal counsel or accountants, or information from any
person presenting Stock for deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such information. The
Depositary, any Depositary's Agent, the Registrar and the Company may each rely
and shall each be protected in acting upon any written notice, request,
direction or other document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties.

     The Depositary shall not be responsible for any failure to carry out any
instruction to vote any of the shares of Stock or for the manner or effect of
any such vote made, as long as



                                      -16-


any such action or inaction is in good faith. The Depositary will indemnify the
Company and hold it harmless from any loss, liability or expense (including the
reasonable costs and expenses of defending itself) which arises from its
negligence, wilful misconduct or bad faith. The Depositary undertakes and any
Registrar shall be required to undertake only such duties as specifically set
forth herein and no implied covenants or obligations shall be read into this
Deposit Agreement against the Depositary or Registrar. In no event shall the
Depositary's aggregate liability during the term of this Deposit Agreement with
respect to, arising from, or arising in connection with this Deposit Agreement,
or from all services provided or omitted to be provided under this Deposit
Agreement, whether in contract, or in tort, or otherwise, exceed an amount equal
to three (3) times the amounts paid by the Company to Depositary as fees and
charges, but not including reimbursable expenses. The indemnification
obligations of the Depositary set forth in this Section 5.3 hereof shall survive
any termination of this Deposit Agreement and any succession of any Depositary.

     The Depositary, its parent, affiliates or subsidiaries, the Depositary's
Agents and the Registrar may own, buy, sell and deal in any class of securities
of the Company and its affiliates and in Receipts or Depositary Shares or become
pecuniarily interested in any transaction in which the Company or its affiliates
may be interested or contract with or lend money to any such person or otherwise
act as fully or as freely as if it were not the Depositary, parent, affiliate or
subsidiary or Depositary's Agent or Registrar hereunder. The Depositary may also
act as trustee, transfer agent or registrar of any of the securities of the
Company and its affiliates.

     It is intended that neither the Depositary nor any Depositary's Agent nor
the Registrar, acting as the Depositary's Agent or Registrar, as the case may
be, shall be deemed to be an "issuer" of the securities under the federal
securities laws or applicable state securities laws, it being expressly
understood and agreed that the Depositary, any Depositary's Agent and the
Registrar are acting only in a ministerial capacity as Depositary or Registrar
for the Stock.

     Neither the Depositary (or its officers, directors, employees or agents)
nor any Depositary's Agent nor the Registrar makes any representation or has any
responsibility as to the validity of the registration statement pursuant to
which the Depositary Shares are registered under the Securities Act, the Stock,
the Depositary Shares or the Receipts (except for its counter-signatures
thereon) or any instruments referred to therein or herein, or as to the
correctness of any statement made therein or herein.

     The Depositary assumes no responsibility for the correctness of the
description that appears in the Receipts. Notwithstanding any other provision
herein or in the Receipts, the Depositary makes no warranties or representations
as to the validity or genuineness of any Stock at any time deposited with the
Depositary hereunder or of the Depositary Shares, as to the validity or
sufficiency of this Deposit Agreement, as to the value of the Depositary Shares
or as to any right, title or interest of the record holders of Receipts in and
to the Depositary Shares. The De-



                                      -17-


positary shall not be accountable for the use or application by the Company of
the Depositary Shares or the Receipts or the proceeds thereof.

     The Depositary shall not be liable for any incidental, indirect, special or
consequential damages of any nature whatsoever, including, but not limited to,
loss of anticipated profits, occasioned by breach of any provisions of this
Agreement even if apprised of the possibility of such damages.

     SECTION 5.4. Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by delivering notice of its election to do so to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

     The Depositary may at any time be removed by the Company by notice of such
removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.

     In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$150,000,000. If no successor Depositary shall have been so appointed and have
accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the
appointment of a successor Depositary. Every successor Depositary shall execute
and deliver to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor Depositary,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor and for all purposes shall be
the Depositary under this Deposit Agreement, and such predecessor, upon payment
of all sums due it and on the written request of the Company, shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Stock and any moneys or property held hereunder to
such successor, and shall deliver to such successor a list of the record holders
of all outstanding Receipts and such records, books and other information in its
possession relating thereto. Any successor Depositary shall promptly mail notice
of its appointment to the record holders of Receipts.

     Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act, and notice thereof shall
not be required hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.



                                      -18-


     SECTION 5.5. Corporate Notices and Reports. The Company agrees that it will
deliver to the Depositary, and the Depositary will, promptly after receipt
thereof, transmit to the record holders of Receipts, in each case at the
addresses recorded in the Depositary's books, copies of all notices and reports
(including without limitation financial statements) required by law or by the
rules of any national securities exchange upon which the Stock, the Depositary
Shares or the Receipts are listed, to be furnished to the record holders of
Receipts. Such transmission will be at the Company's expense and the Company
will provide the Depositary with such number of copies of such documents as the
Depositary may reasonably request.

     SECTION 5.6. Indemnification by the Company. The Company shall indemnify
the Depositary, any Depositary's Agent and the Registrar against, and hold each
of them harmless from, any loss, liability or expense (including the reasonable
costs and expenses of defending itself) which may arise out of acts performed or
omitted in connection with this Deposit Agreement and the Receipts by the
Depositary, any Registrar or any of their respective agents (including any
Depositary's Agent), except for any liability arising out of negligence, willful
misconduct or bad faith on the respective parts of any such person or persons,
subject to the provisions of Section 5.3, above. The obligations of the Company
set forth in this Section 5.6 hereof shall survive any termination of this
Deposit Agreement or any succession of any Depositary or Depositary's Agent.

     SECTION 5.7. Charges and Expenses. The Company shall pay all transfer and
other taxes and governmental charges arising solely from the existence of the
depositary arrangements. The Company shall pay charges of the Depositary in
connection with the initial deposit of the Stock and the initial issuance of the
Depositary Shares, all withdrawals of shares of the Stock by owners of
Depositary Shares, and any redemption of the Stock at the option of the Company.
All other transfer and other taxes and governmental charges shall be at the
expense of holders of Depositary Shares. If, at the request of a holder of
Receipts, the Depositary incurs charges or expenses for which it is not
otherwise liable hereunder, such holder will be liable for such charges and
expenses. All other charges and expenses of the Depositary and any Depositary's
Agent hereunder (including, in each case, reasonable fees and expenses of
counsel) incident to the performance of their respective obligations hereunder
will be paid upon consultation and agreement between the Depositary and the
Company as to the amount and nature of such charges and expenses. The Depositary
shall present its statement for charges and expenses to the Company at such
intervals as the Company and the Depositary may agree.

     SECTION 5.8. Tax Compliance. EQI and, where applicable, the Depositary, on
its own behalf and on behalf of the Company, will comply with all applicable
certification, information reporting and withholding (including "backup"
withholding) requirements imposed by applicable tax laws, regulations or
administrative practice with respect to (i) any payments made with respect to
the Depositary Shares or (ii) the issuance, delivery, holding,



                                      -19-


transfer, redemption or exercise of rights under the Depositary Receipts or the
Depositary Shares. Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely payment of all
amounts required to be withheld to the appropriate taxing authority or its
designated agent.

     The Depositary shall comply with any direction received from the Company
with respect to the application of such requirements to particular payments or
holders or in other particular circumstances, and may for purposes of this
Deposit Agreement rely on any such direction in accordance with the provisions
of Section 5.3 hereof.

     The Depositary shall maintain all appropriate records documenting
compliance with such requirements, and shall make such records available on
request to the Company or to its authorized representatives.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

     SECTION 6.1. Amendment. The form of the Receipts and any provisions of this
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable; provided, however, that no such amendment (other than
any change in the fees) which shall materially adversely alter the rights of the
holders of Receipts shall be effective unless such amendment shall have been
approved by the holders of at least a majority of the Depositary Shares then
outstanding. Every holder of an outstanding Receipt at the time any such
amendment becomes effective shall be deemed, by continuing to hold such Receipt,
to be bound by the Deposit Agreement as amended thereby. Subject to Section 2.9
hereof, notwithstanding the foregoing, in no event may any amendment impair the
right of any holder of any Depositary Shares, upon surrender of the Receipts
evidencing such Depositary Shares and subject to any conditions specified in
this Deposit Agreement, to receive shares of Stock and any money or other
property, if any, represented thereby, except in order to comply with mandatory
provisions of applicable law.

     SECTION 6.2. Termination. This Deposit Agreement may be terminated by the
Company at any time upon not less than 30 days' prior written notice to the
Depositary, in which case, on a date that is not later than 30 days after the
date of such notice, the Depositary shall deliver or make available for delivery
to holders of Depositary Shares, upon surrender of the Receipts evidencing such
Depositary Shares, such number of whole or fractional shares of Stock as are
represented by such Depositary Shares. This Deposit Agreement will automatically
terminate after (i) all outstanding Depositary Shares have been redeemed
pursuant to Section 2.8 hereof or (ii) there shall have been made a final
distribution in respect of the Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution shall have



                                      -20-


been distributed to the holders of Depositary Receipts pursuant to Section 4.1
or 4.2 hereof, as applicable.

     Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, the Registrar and any Depositary's Agent under
Sections 5.6 and 5.7 hereof.

                                  ARTICLE VII

                                  MISCELLANEOUS

     SECTION 7.1. Counterparts. This Deposit Agreement may be executed in any
number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.

     SECTION 7.2. Exclusive Benefit of Parties. This Deposit Agreement is for
the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

     SECTION 7.3. Invalidity of Provisions. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

     SECTION 7.4. Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to the Company at:

                  First Industrial Realty Trust, Inc.
                  311 S. Wacker Drive, Suite 4000
                  Chicago, Illinois 60606
                  Attn:  John Clayton, Esq.
                  Facsimile No.:  (312) 922-6320

or at any other address of which the Company shall have notified the Depositary
in writing.

     Any and all notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or facsimile transmission
confirmed by letter, addressed to the Depositary at the Depositary's Office, at:



                                      -21-


                  EquiServe Trust Company, N.A.
                  c/o EquiServe Inc.
                  150 Royall Street
                  Canton, Massachusetts  02021
                  Attn:  General Counsel
                  Facsimile No.:   781-575-4210

or at any other address of which the Depositary shall have notified the Company
in writing.

     Any and all notices to be given to any record holder of a Receipt hereunder
or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail, or by telegram or facsimile
transmission confirmed by letter, addressed to such record holder at the address
of such record holder as it appears on the books of the Depositary, or if such
holder shall have filed with the Depositary a written request that notices
intended for such holder be mailed to some other address, at the address
designated in such request.

     Delivery of a notice sent by mail or by telegram or facsimile transmission
shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a telegram or
facsimile transmission) is deposited for mailing by first class mail, postage
prepaid. The Depositary or the Company may, however, act upon any telegram or
facsimile transmission received by it from the other or from any holder of a
Receipt, notwithstanding that such telegram or facsimile transmission shall not
subsequently be confirmed by letter or as aforesaid.

     SECTION 7.5. Appointment of Registrar. The Company hereby also appoints the
Depositary as Registrar in respect of the Receipts and the Depositary hereby
accepts such appointments.

     SECTION 7.6. Holders of Receipts Are Parties. The holders of Receipts from
time to time shall be parties to this Deposit Agreement and shall be bound by
all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.

     SECTION 7.7. Governing Law. THIS DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL
RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS APPLICABLE TO CONTRACTS
MADE IN AND TO BE PERFORMED IN THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.

     SECTION 7.8. Inspection of Deposit Agreement. Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's Agent and
shall be open to



                                      -22-


inspection during business hours at the Depositary's office or respective
offices of the Depositary's Agent, if any, by any holder of a Receipt.

     SECTION 7.9. Headings. The headings of articles and sections in this
Deposit Agreement have been inserted for convenience only and are not to be
regarded as a part of this Deposit Agreement or the Receipts or to have any
bearing upon the meaning or interpretation of any provision contained herein or
in the Receipts.




                                      -23-




     IN WITNESS WHEREOF, the Company and the Depositary have duly executed this
Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof.

                               FIRST INDUSTRIAL REALTY TRUST, INC.


                               /s/ John Clayton
                               --------------------------------------------
                               Name:  John Clayton
                               Title:   Vice President -- Corporate Legal,
                               Secretary



                               EQUISERVE, INC.


                               /s/ Thomas Ferrari
                               --------------------------------------------
                               Name:  Thomas Ferrari
                               Title:    Senior Managing Director



                               EQUISERVE TRUST COMPANY, N.A.


                               /s/ John Ruocco
                               --------------------------------------------
                               Name:  John Ruocco
                               Title:    Senior Account Manager













                                                                         ANNEX A

                            [FORM OF FACE OF RECEIPT]

      NUMBER                                      SHARES
DR-                                         (CUSIP 32054K863)
                                            see reverse for certain definitions

THIS CERTIFICATE IS TRANSFERABLE
     IN NEW YORK, NY

                                     [Logo]

                         RECEIPT FOR DEPOSITARY SHARES,
                      EACH REPRESENTING 1/100 OF A SHARE OF
             SERIES F FLEXIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK

                       FIRST INDUSTRIAL REALTY TRUST, INC.
             (INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND)

     EquiServe Trust Company, N.A., a national banking association duly
organized and existing under the laws of the United States of America, and
EquiServe, Inc., a Delaware corporation, with an office at the time of execution
of the Deposit Agreement (as defined below) at 150 Royall Street, Canton,
Massachusetts 02021, as Depositary (the "Depositary"), hereby certifies that
_____________is a registered owner of ___________________ DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing 1/100 of one fully
paid and non-assessable share of Series F Flexible Cumulative Redeemable
Preferred Stock, $.01 par value per share (the "Shares"), of First Industrial
Realty Trust, Inc., a Maryland corporation (the "Company"), on deposit with the
Depositary, subject to the terms and entitled to the benefits of the Deposit
Agreement dated as of May 27, 2004 (the "Deposit Agreement"), among the Company,
the Depositary and the holders from time to time of Receipts for Depositary
Shares. By accepting this Receipt, the holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Receipt shall not be valid or obligatory for any purpose or be entitled to
any benefits under the Deposit Agreement unless it shall have been executed by
the Depositary by the manual or facsimile signature of a duly authorized officer
or, if a Registrar in respect of the Receipts (other than the Depositary) shall
have been appointed, by the manual signature of a duly authorized officer of
such Registrar.

Dated:
Countersigned and Registered:
         EQUISERVE TRUST COMPANY, N.A.
         Depositary and Registrar

By:  ____________________________________



                            By:  ___________________________________
                                  SECRETARY AND TREASURER


                            By:  ___________________________________
                                  PRESIDENT



                                      A-1



                          [FORM OF REVERSE OF RECEIPT]
                       FIRST INDUSTRIAL REALTY TRUST, INC.


     THE SHARES OF STOCK REPRESENTED BY THIS DEPOSITARY RECEIPT ARE SUBJECT TO
RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS
QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED. NO PERSON MAY BENEFICIALLY OWN SHARES OF STOCK IN EXCESS OF
9.9% (OR SUCH GREATER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS
OF THE CORPORATION) OF THE OUTSTANDING STOCK OF THE CORPORATION. ANY PERSON WHO
ATTEMPTS TO BENEFICIALLY OWN SHARES OF STOCK IN EXCESS OF THE ABOVE LIMITATION
MUST IMMEDIATELY NOTIFY THE CORPORATION. ALL CAPITALIZED TERMS IN THIS LEGEND
HAVE THE MEANINGS DEFINED IN THE CORPORATION'S ARTICLES OF INCORPORATION, A COPY
OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO
EACH STOCKHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED,
THE SHARES OF STOCK REPRESENTED HEREBY MAY BE AUTOMATICALLY EXCHANGED FOR SHARES
OF EXCESS STOCK WHICH WILL BE HELD IN TRUST BY THE CORPORATION.

     THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER ON REQUEST AND WITHOUT
CHARGE A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSIONS AND
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH
CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND, WITH RESPECT TO ANY
PREFERRED OR SPECIAL CLASS IN A SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS
AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN
SET AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES.

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




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



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

For Value Received, _____________________ hereby sells, assigns and transfers
unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

Depositary Shares represented by the within Depositary Receipt, and do hereby
irrevocably constitute and appoint ________________ Attorney to transfer the
said Depositary Shares on the books of the within named Depositary with full
power of substitution in the premises.


            Dated                                     Signed


                                      A-2



NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS DEPOSITARY RECEIPT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED

By:  ___________________

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.





                                      A-3

                                                                  EXECUTION COPY

                                 EXECUTION COPY
                      FIRST INDUSTRIAL REALTY TRUST, INC.,
                EQUISERVE INC. AND EQUISERVE TRUST COMPANY, N.A.
                                 AS DEPOSITARY,

                                       AND

                        THE HOLDERS FROM TIME TO TIME OF
                    THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
       RELATING TO SERIES G FLEXIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK

                                DEPOSIT AGREEMENT

                                   ----------


                            Dated as of May 27, 2004

                                   ----------







                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   DEFINITIONS


                                   ARTICLE II

           FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY,
                 TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

SECTION 2.1.  Form and Transfer of Receipts...................................2
SECTION 2.2.  Deposit of Stock; Execution and Delivery of Receipts in
                Respect Thereof...............................................4
SECTION 2.3.  Registration of Transfer of Receipts............................5
SECTION 2.4.  Split-ups and Combinations of Receipts; Surrender of Receipts
                and Withdrawal of Stock.......................................5
SECTION 2.5.  Limitations on Execution and Delivery, Transfer, Surrender and
                Exchange of Receipts..........................................6
SECTION 2.6.  Lost Receipts, etc..............................................7
SECTION 2.7.  Cancellation and Destruction of Surrendered Receipts............7
SECTION 2.8.  Redemption of Stock.............................................7
SECTION 2.9.  Stock Constituting Excess Stock.................................9

                                   ARTICLE III

           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

SECTION 3.1.  Filing Proofs, Certificates and Other Information...............9
SECTION 3.2.  Payment of Taxes or Other Governmental Charges..................9
SECTION 3.3.  Warranty as to Stock...........................................10

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

SECTION 4.1.  Cash Distributions.............................................10
SECTION 4.2.  Distributions Other than Cash, Rights, Preferences or
                Privileges...................................................10
SECTION 4.3.  Subscription Rights, Preferences or Privileges.................11
SECTION 4.4.  Notice of Dividends, etc.; Fixing Record Date for Holders
                of Receipts..................................................12
SECTION 4.5.  Voting Rights..................................................12


                                      -i-

                                                                            Page
                                                                            ----


SECTION 4.6.  Changes Affecting Deposited Securities and Reclassifications,
                Recapitalizations, etc.......................................13
SECTION 4.7.  Delivery of Reports............................................13
SECTION 4.8.  List of Receipt Holders........................................13

                                    ARTICLE V

                        THE DEPOSITARY, THE DEPOSITARY'S
                      AGENTS, THE REGISTRAR AND THE COMPANY

SECTION 5.1.  Maintenance of Offices, Agencies and Transfer Books by the
                Depositary; Registrar........................................14
SECTION 5.2.  Prevention of or Delay in Performance by the Depositary, the
                Depositary's Agents, the Registrar or the Company............15
SECTION 5.3.  Obligation of the Depositary, the Depositary's Agents, the
                Registrar and the Company....................................15
SECTION 5.4.  Resignation and Removal of the Depositary; Appointment of
                Successor Depositary.........................................17
SECTION 5.5.  Corporate Notices and Reports..................................18
SECTION 5.6.  Indemnification by the Company.................................18
SECTION 5.7.  Charges and Expenses...........................................18
SECTION 5.8.  Tax Compliance.................................................18

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

SECTION 6.1.  Amendment......................................................19
SECTION 6.2.  Termination....................................................19

                                   ARTICLE VII

                                  MISCELLANEOUS

SECTION 7.1.  Counterparts...................................................20
SECTION 7.2.  Exclusive Benefit of Parties...................................20
SECTION 7.3.  Invalidity of Provisions.......................................20
SECTION 7.4.  Notices........................................................20
SECTION 7.5.  Appointment of Registrar.......................................21
SECTION 7.6.  Holders of Receipts Are Parties................................21
SECTION 7.7.  Governing Law..................................................21
SECTION 7.8.  Inspection of Deposit Agreement................................21
SECTION 7.9.  Headings.......................................................22


                                      -ii-



     DEPOSIT AGREEMENT, dated as of May 27, 2004, among FIRST INDUSTRIAL REALTY
TRUST, INC., a Maryland corporation (the "Company"), EquiServe Trust Company,
N.A., a national banking association and EquiServe, Inc., a Delaware
corporation, (collectively EquiServe Trust Company, N.A. and EquiServe, Inc.
shall be referenced herein as "Depositary" or individually as the "Trust
Company" and "EQI", respectively), and the holders from time to time of the
Receipts described herein.

     WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit
Agreement, for the deposit of shares of Series G Flexible Cumulative Redeemable
Preferred Stock of the Company with the Depositary for the purposes set forth in
this Deposit Agreement and for the issuance hereunder of Receipts evidencing
Depositary Shares in respect of the Stock so deposited; and

     WHEREAS, the Receipts are to be substantially in the form of Exhibit A
annexed hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;

     NOW, THEREFORE, in consideration of the promises contained herein, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

     The following definitions shall, for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement:

     "Articles Supplementary" shall mean the Articles Supplementary filed with
the Secretary of State of the State of Maryland establishing the Stock as a
series of preferred stock of the Company.

     "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

     "Depositary" shall mean EquiServe Inc. and its fully owned subsidiary,
EquiServe Trust Company, N.A. and any successor as Depositary hereunder.

     "Depositary Shares" shall mean Depositary Shares, each representing 1/100
of a share of Stock and evidenced by a Receipt.



                                      -2-


     "Depositary's Agent" shall mean one or more agents appointed by the
Depositary pursuant to Section 5.1 hereof and shall include the Registrar if
such Registrar is not the Depositary.

     "Depositary's Office", shall mean any office of the Depositary at which at
any particular time its depositary receipt business shall be administered.

     "Excess Stock" shall mean Excess Stock as defined in Section 7.4 of the
Company's Amended and Restated Articles of Incorporation.

     "Receipt" shall mean one of the Depositary Receipts, substantially in the
form set forth as Exhibit A hereto, issued hereunder, whether in definitive or
temporary form and evidencing the number of Depositary Shares held of record by
the record holder of such Depositary Shares. If the context so requires, the
term "Receipt" shall be deemed to include the DTC Receipt (as defined in Section
2.1 hereof).

     "record holder" or "holder" as applied to a Receipt shall mean the person
in whose name a Receipt is registered on the books of the Depositary maintained
for such purpose.

     "Registrar" shall mean the Depositary or such other bank or trust company
which shall be appointed to register ownership and transfers of Receipts as
herein provided.-

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Stock" shall mean shares of the Company's Series G Flexible Cumulative
Redeemable Preferred Stock, $.0l par value per share.

                                   ARTICLE II

           FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY,
                 TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

     SECTION 2.1. Form and Transfer of Receipts. The Company and the Depositary
shall make application to The Depository Trust Company ("DTC") for acceptance of
all or a portion of the Receipts for its book-entry settlement system. The
Company hereby appoints the Depositary acting through any authorized officer
thereof as its attorney-in-fact, with full power to delegate, for purposes of
executing any agreements, certifications or other instruments or documents
necessary or desirable in order to effect the acceptance of such Receipts for
DTC eligibility. So long as the Receipts are eligible for book-entry settlement
with DTC, unless otherwise required by law, all Depositary Shares shall be
represented by a single receipt (the "DTC Receipt"), which shall be deposited
with DTC (or its designee) evidencing all such Depositary Shares and registered
in the name of the nominee of DTC (initially expected to be Cede & Co.).
EquiServe Trust Company, N.A. or such other entity as is agreed to by DTC may
hold the DTC



                                      -3-


Receipt as custodian for DTC. Ownership of beneficial interests in the DTC
Receipt shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by (i) DTC or its nominee for such DTC Receipt or
(ii) institutions that have accounts with DTC.

     If DTC subsequently ceases to make its book-entry settlement system
available for the Receipts, the Company may instruct the Depositary regarding
making other arrangements for book-entry settlement. In the event that the
Receipts are not eligible for, or it is no longer desirable to have the Receipts
available in, book-entry form, the Depositary shall provide written instructions
to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the
Company shall instruct the Depositary to deliver to the beneficial owners of the
Depositary Shares previously evidenced by the DTC definitive Receipts in
physical form evidencing such Depositary Shares. Such definitive receipts shall
be in substantially the form annexed hereto as Annex A, with appropriate
insertions, modifications and omissions, as hereafter provided.

     The beneficial owners of Depositary Shares shall, except as stated above
with respect to Depositary Shares in book-entry form represented by the DTC
Receipt, be entitled to receive Receipts in physical, certificated form as
herein provided.

     The definitive Receipts shall be engraved or printed or lithographed on
steel-engraved borders, with appropriate insertions, modifications and
omissions, as hereinafter provided, if and to the extent required by any
securities exchange on which the Receipts are listed. The DTC Receipt shall bear
such legend or legends as may be required by DTC in order for it to accept the
Depository Shares for its book-entry settlement system. Pending the preparation
of definitive Receipts or if definitive Receipts are not required by any
securities exchange on which the Receipts are listed, the Depositary, upon the
written order of the Company, delivered in compliance with Section 2.2 hereof,
shall execute and deliver temporary Receipts which are printed, lithographed,
typewritten, mimeographed or otherwise substantially of the tenor of the
definitive Receipts in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the persons
executing such Receipts may determine, as evidenced by their execution of such
Receipts. If temporary Receipts are issued, the Company and the Depositary will
cause definitive Receipts to be prepared without unreasonable delay. After the
preparation of definitive Receipts, the temporary Receipts shall be exchangeable
for definitive Receipts upon surrender of the temporary Receipts at the
Depositary's Office or at such other place or places as the Depositary shall
determine, without charge to the holder. Upon surrender for cancellation of any
one or more temporary Receipts, the Depositary shall execute and deliver in
exchange therefor definitive Receipts representing the same number of Depositary
Shares as represented by the surrendered temporary Receipt or Receipts. Such
exchange shall be made at the Company's expense and without any charge to the
holder therefor. Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Deposit Agreement, and with
respect to the Stock, as definitive Receipts.



                                      -4-


     Receipts shall be executed by the Depositary by the manual and/or facsimile
signature of a duly authorized officer of the Depositary. No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose unless it shall have been executed in accordance with the
foregoing sentence. The Depositary shall record on its books each Receipt so
signed and delivered as hereinafter provided.

     Receipts shall be in denominations of any number of whole Depositary
Shares. The Company shall deliver to the Depositary from time to time such
quantities of Receipts as the Depositary may request to enable the Depositary to
perform its obligations under this Deposit Agreement.

     Receipts may be endorsed with or have incorporated in the text thereof such
legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Company or required to comply with
any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject, all as directed by the Company.

     Title to Depositary Shares evidenced by a Receipt which is properly
endorsed or accompanied by a properly executed instrument of transfer shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.3, the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.

     SECTION 2.2. Deposit of Stock; Execution and Delivery of Receipts in
Respect Thereof. Subject to the terms and conditions of this Deposit Agreement,
the Company may from time to time deposit shares of Stock under this Deposit
Agreement by delivery to the Depositary of a certificate or certificates for the
Stock to be deposited, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with (i) all such certifications as may
be required by the Depositary in accordance with the provisions of this Deposit
Agreement, including the resolutions of the Board of Directors of the Company,
as certified by the Secretary or any Assistant Secretary of the Company on the
date thereof as being as being complete, accurate and in effect, relating to
issuance and sale of the Preferred Stock, (ii) a letter of counsel to the
Company authorizing reliance on such counsel's opinions delivered to the
underwriters named therein relating to (A) the existence and good standing of
the Company, (B) the due authorization of the Depositary Shares and the status
of the Depositary Shares as validly issued, fully paid and non-assessable, and
(C) the effectiveness of any registration statement under the Securities Act
relat-



                                      -5-


ing to the Depositary Shares, and (iii) a written letter of instruction of the
Company or such holder, as the case may be, directing the Depositary to execute
and deliver to, or upon the written order of, the person or persons stated in
such order a Receipt or Receipts for the number of Depositary Shares
representing such deposited Stock.

     Deposited Stock shall be held by the Depositary at the Depositary's Office
or at such other place or places as the Depositary shall determine.

     Upon receipt by the Depositary of a certificate or certificates for Stock
deposited in accordance with the provisions of this Section, together with the
other documents required as above specified, and upon recordation of the Stock
on the books of the Company in the name of the Depositary or its nominee, the
Depositary, subject to the terms and conditions of this Deposit Agreement, shall
execute and deliver, to or upon the order of the person or persons named in the
written order delivered to the Depositary referred to in the first paragraph of
this Section 2.2, a Receipt or Receipts for the whole number of Depositary
Shares representing, in the aggregate, the Stock so deposited and registered in
such name or names as may be requested by such person or persons. The Depositary
shall execute and deliver such Receipt or Receipts at the Depositary's Office or
such other offices, if any, as the Depositary may designate. Delivery at other
offices shall be at the risk and expense of the person requesting such delivery.

     SECTION 2.3. Registration of Transfer of Receipts. Subject to the terms and
conditions of applicable law and of this Deposit Agreement, the Depositary shall
register on its books from time to time transfers of Receipts upon any surrender
thereof by the holder in person or by a duly authorized attorney, agent or
representative, properly endorsed or accompanied by a properly executed
instrument of transfer including a guarantee of the signature thereon by a
participant in a signature guarantee medallion program approved by the
Securities Transfer Association ("Signature Guarantee"). Thereupon, the
Depositary shall execute a new Receipt or Receipts evidencing the same aggregate
number of Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the order of the
person entitled thereto.

     SECTION 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts
and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the
Depositary's Office or at such other offices as it may designate for the purpose
of effecting a split-up or combination of such Receipt or Receipts, and subject
to the terms and conditions of this Deposit Agreement, the Depositary shall
execute and deliver a new Receipt or Receipts in the authorized denomination or
denominations requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered; provided, however, that the
Depositary shall not issue any Receipt evidencing a fractional Depositary Share.

     Any holder of a Receipt or Receipts representing any number of whole shares
of Stock may (unless the related Depositary Shares have previously been called
for redemption) withdraw the Stock and all money and other property, if any,
represented thereby by surrender-



                                      -6-


ing such Receipt or Receipts at the Depositary's Office or at such other offices
as the Depositary may designate for such withdrawals and paying any unpaid
amount due the Depositary. If such holder's Depositary Shares are being held by
DTC or its nominee pursuant to Section 2.1 hereof, such holder shall request
withdrawal from the book-entry system of Receipts representing any number of
whole shares. Thereafter, without unreasonable delay, the Depositary shall
deliver to such holder or to the person or persons designated by such holder as
hereinafter provided the number of whole shares of Stock and all money and other
property, if any, represented by the Receipt or Receipts so surrendered for
withdrawal, but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive Depositary Shares
therefor. If a Receipt delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of
the number of Depositary Shares representing the number of whole shares of Stock
to be so withdrawn, the Depositary shall at the same time, in addition to such
number of whole shares of Stock and such money and other property, if any, to be
so withdrawn, deliver to such holder, or upon his order, a new Receipt
evidencing such excess number of Depositary Shares; provided, however, that the
Depositary shall not issue any Receipt evidencing a fractional Depositary Share.

     Delivery of the Stock and money and other property being withdrawn may be
made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate, which, if required by the
Depositary, shall be properly endorsed or accompanied by proper instruments of
transfer.

     If the Stock and the money and other property being withdrawn are to be
delivered to a person or persons other than the record holder of the Receipt or
Receipts being surrendered for withdrawal of Stock, such holder shall execute
and deliver to the Depositary a written order so directing the Depositary and
the Depositary may require that the Receipt or Receipts surrendered by such
holder for withdrawal of such shares of Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer in blank.

     Delivery of the Stock and the money and other property, if any, represented
by Receipts surrendered for withdrawal shall be made by the Depositary at the
Depositary's Office, except that, at the request, risk and expense of the holder
surrendering such Receipt or Receipts and for the account of the holder thereof,
such delivery may be made at such other place as may be designated by such
holder.

     SECTION 2.5. Limitations on Execution and Delivery, Transfer, Surrender and
Exchange of Receipts. As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary, any of the Depositary's Agents or the Company may
require payment to it of a sum sufficient for the payment (or, in the event that
the Depositary or the Company shall have made such payment, the reimbursement to
it) of any charges or expenses payable by the holder of a Receipt pursuant to
Sections 3.2 and 5.7 hereof, may require the production of evidence satisfactory
to it as to the



                                      -7-


identity and genuineness of any signature including a Signature Guarantee, and
may also require compliance with such regulations, if any, as the Depositary or
the Company may establish consistent with the provisions of this Deposit
Agreement.

     The deposit of Stock may be refused, the delivery of Receipts against Stock
may be suspended, the registration of transfer of Receipts may be refused and
the registration of transfer, surrender or exchange of outstanding Receipts may
be suspended (i) during any period when the register of stockholders of the
Company is closed, or (ii) if any such action is deemed necessary or advisable
by the Depositary, any of the Depositary's Agents or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission or under any provision of this Deposit
Agreement.

     SECTION 2.6. Lost Receipts, etc. In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary in its reasonable discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence reasonably satisfactory to the
Depositary of such destruction or loss or theft of such Receipt, of the
authenticity thereof and of his or her ownership thereof, (ii) the furnishing of
the Depositary with reasonable indemnification and the provision of an open
penalty surety bond satisfactory to the Depositary and holding it and the
Company harmless, and (iii) the payment of any reasonable expense (including
reasonable fees, charges and expenses of the Depositary) in connection with such
execution and delivery.

     Cancellation and Destruction of Surrendered Receipts. All Receipts
surrendered to the Depositary or any Depositary's Agent shall be cancelled by
the Depositary. Except as prohibited by applicable law or regulation, the
Company is authorized to destroy all Receipts so cancelled.

     SECTION 2.7. Redemption of Stock. Whenever the Company shall be permitted
and shall elect to redeem shares of Stock in accordance with the provisions of
the Company's Articles of Incorporation or Articles Supplementary, it shall
(unless otherwise agreed to in writing with the Depositary) give or cause to be
given to the Depositary not less than 45 days notice of the date of such
proposed redemption or exchange of Stock and of the number of such shares held
by the Depositary to be so redeemed and the applicable redemption price, as set
forth in the Articles Supplementary, which notice shall be accompanied by a
certificate from the Company stating that such redemption of Stock is in
accordance with the provisions of the Company's Articles of Incorporation or
Articles Supplementary. On the date of such redemption, provided that the
Company shall then have paid or caused to be paid in full to the Depositary the
redemption price of the Stock to be redeemed, plus an amount equal to any
accrued and unpaid dividends thereon to the date fixed for redemption, in
accordance with the provisions of the Articles Supplementary, the Depositary
shall redeem the number of Depositary Shares representing such Stock. The
Depositary shall mail notice of



                                      -8-


the Company's redemption of Stock and the proposed simultaneous redemption of
the number of Depositary Shares representing the Stock to be redeemed by
first-class mail, postage prepaid, not less than 30 and not more than 60 days
prior to the date fixed for redemption of such Stock and Depositary Shares (the
"Redemption Date") to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed, at the address of such holders as they
appear on the records of the Depositary; but neither failure to mail any such
notice of redemption of Depositary Shares to one or more such holders nor any
defect in any notice of redemption of Depositary Shares to one or more such
holders shall affect the sufficiency of the proceedings for redemption as to the
other holders. The Company will provide the Depositary with the information
necessary for the Depositary to prepare such notice and each such notice shall
state: (i) the Redemption Date; (ii) the number of Depositary Shares to be
redeemed and, if fewer than all the Depositary Shares held by any such holder
are to be redeemed, the number of such Depositary Shares held by such holder to
be so redeemed; (iii) the redemption price per Depositary Share; (iv) the place
or places where Receipts evidencing Depositary Shares are to be surrendered for
payment of the redemption price; and (v) that dividends in respect of the Stock
represented by the Depositary Shares to be redeemed will cease to accrue on such
Redemption Date and will bear no interest. In case fewer than all the
outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so
redeemed shall be determined pro rata or by lot in a manner determined by the
Board of Directors.

     Notice having been mailed by the Depositary as aforesaid, from and after
the Redemption Date (unless the Company shall have failed to provide the funds
necessary to redeem the Stock evidenced by the Depositary Shares called for
redemption) (i) dividends on the shares of Stock so called for redemption shall
cease to accrue from and after such date, (ii) the Depositary Shares being
redeemed from such proceeds shall be deemed no longer to be outstanding, (iii)
all rights of the holders of Receipts evidencing such Depositary Shares (except
the right to receive the redemption price) shall, to the extent of such
Depositary Shares, cease and terminate and (iv) upon surrender in accordance
with such redemption; notice of the Receipts evidencing any such Depositary
Shares called for redemption (properly endorsed or assigned for transfer, if the
Depositary or applicable law shall so require), such Depositary Shares shall be
redeemed by the Depositary at a redemption price per Depositary Share equal to
the same fraction of the redemption price per share paid with respect to the
shares of Stock as the fraction each Depositary Share represents of a share of
Stock plus the same fraction of all money and other property, if any,
represented by such Depositary Shares, including all amounts paid by the Company
in respect of dividends which on the Redemption Date have accumulated on the
shares of Stock to be so redeemed and have not theretofore been paid. Any funds
deposited by the Company with the Depositary for any Depositary Shares that the
holders thereof fail to redeem will, upon the written request of the Company, be
returned to the Company after a period of five years from the date such funds
are so deposited.

     If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the



                                      -9-


Depositary, together with the redemption payment, a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not called for redemption;
provided, however, that the Depositary shall not issue any Receipt evidencing a
fractional Depositary Share.

     SECTION 2.8. Stock Constituting Excess Stock. As provided in the Articles
of Incorporation or Articles Supplementary, upon the happening of certain
events, shares of Stock shall be deemed to automatically constitute Excess
Stock. In the event of such a conversion, the Receipt representing the deposited
Stock so converted shall no longer represent, to the extent of the shares so
converted, such deposited Stock. Promptly upon its knowledge of the conversion
of such deposited Stock into Excess Shares, the Company shall notify the
Depositary of such conversion, the number of shares of deposited Stock so
converted, and the identity of the holder of the Receipt so affected, whereupon
the Depositary shall promptly notify the holder of such Receipt as to the
foregoing information and the requirement for the holder to surrender such
Receipt to the Depositary for cancellation of the number of Depositary Shares
evidenced thereby equal to the deposited Stock constituting Excess Shares
represented thereby.

     If fewer than all of the Depositary Shares evidenced by a Receipt are
required to be surrendered for cancellation, the Depositary will deliver to the
holder of such Receipt upon its surrender to the Depositary a new Receipt
evidencing the Depositary Shares evidenced by such prior Receipt and not
required to be surrendered for cancellation. Upon the conversion of the
deposited Stock and cancellation of the Depositary Shares represented thereby,
the Depositary will make appropriate adjustments in its records to reflect such
conversion and cancellation (including the reduction of any fractional share of
deposited Stock and the issuance of any Excess Shares).

                                   ARTICLE III

           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

     SECTION 3.1. Filing Proofs, Certificates and Other Information. Any holder
of a Receipt may be required from time to time to file such proof of residence,
or other matters or other information, to execute such certificates and to make
such representations and warranties as the Depositary or the Company may
reasonably deem necessary or proper or otherwise reasonably request. Subject to
applicable law, the Depositary or the Company may withhold the delivery, or
delay the registration of transfer, redemption or exchange, of any Receipt or
the withdrawal or conversion of the Stock represented by the Depositary Shares
evidenced by any Receipt or the distribution of any dividend or other
distribution or the sale of any rights or of the proceeds thereof until such
proof or other information is filed or such certificates are executed or such
representations and warranties are made.

     SECTION 3.2. Payment of Taxes or Other Governmental Charges. Holders of
Receipts shall be obligated to make payments to the Depositary of certain
charges and ex-



                                      -10-


penses, as provided in Section 5.7 hereof. Subject to applicable law,
registration of transfer of any Receipt or any withdrawal of Stock and all money
or other property, if any, represented by the Depositary Shares evidenced by
such Receipt may be refused until any such payment due is made, and any
dividends, interest payments or other distributions may be withheld or any part
of or all the Stock or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold for the account
of the holder thereof (after attempting by reasonable means to notify such
holder prior to such sale), and such dividends, interest payments or other
distributions or the proceeds of any such sale may be applied to any payment of
such charges or expenses, the holder of such Receipt remaining liable for any
deficiency.

     SECTION 3.3. Warranty as to Stock. The Company hereby represents and
warrants that the Stock, when issued, will be duly authorized, validly issued,
fully paid and nonassessable. Such representation and warranty shall survive the
deposit of the Stock and the issuance of Receipts.

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

     SECTION 4.1. Cash Distributions. Whenever the Depositary shall receive any
cash dividend or other cash distribution on Stock, the Depositary shall, subject
to Sections 3.1 and 3.2 hereof, distribute to record holders of Receipts on the
record date fixed pursuant to Section 4.4 hereof such amounts of such dividend
or distribution as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders; provided, however, that in case the Company or the Depositary shall be
required to withhold and shall withhold from any cash dividend or other cash
distribution in respect of the Stock an amount on account of taxes or as
otherwise required by law, regulation or court process, the amount made
available for distribution or distributed in respect of Depositary Shares shall
be reduced accordingly. In the event that the calculation of any such cash
dividend or other cash distribution to be paid to any record holder on the
aggregate number of Depositary Receipts held by such holder results in an amount
which is a fraction of a cent, the amount the Depositary shall distribute to
such record holder shall be rounded to the next highest whole cent if such
fraction of a cent is equal to or greater than $.005; otherwise such fractional
interest shall be disregarded; and upon request of the Depositary, the Company
shall pay the additional amount to the Depositary for distribution.

     SECTION 4.2. Distributions Other than Cash, Rights, Preferences or
Privileges. Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon Stock, the Depositary shall,
subject to Sections 3.1 and 3.2 hereof, distribute to record holders of Receipts
on the record date fixed pursuant to Section 4.4 hereof such amounts of the
securities or property received by it as are, as nearly as may be practicable,
in proportion to the respective numbers of Depositary Shares evidenced by the
Receipts



                                      -11-


held by such holders, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution. If in the opinion of the
Depositary such distribution cannot be made proportionately among such record
holders, or if for any other reason (including any requirement that the Company
or the Depositary withhold an amount on account of taxes) the Depositary deems
(after consultation with the Company) such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, at such place or places and upon such terms
as it may deem equitable and appropriate. The net proceeds of any such sale
shall, subject to Sections 3.1 and 3.2 hereof, be distributed or made available
for distribution, as the case may be, by the Depositary to record holders of
Receipts as provided by Section 4.1 hereof in the case of a distribution
received in cash.

     SECTION 4.3. Subscription Rights, Preferences or Privileges. If the Company
shall at any time offer or cause to be offered to the persons in whose names
Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, the offering of such rights,
preferences or privileges shall in each such instance be communicated to the
Depositary and thereafter made available by the Depositary to the record holders
of Receipts in such manner as the Depositary may determine, either by the issue
to such record holders of warrants representing such rights, preferences or
privileges or by such other method as may be approved by the Depositary in its
discretion with the approval of the Company; provided, however, that (i) if at
the time of issue or offer of any such rights, preferences or privileges the
Depositary determines that it is not lawful or (after consultation with the
Company) not feasible to make such rights, preferences or privileges available
to holders of Receipts by the issue of warrants or otherwise, or (ii) if and to
the extent so instructed by holders of Receipts who do not desire to execute
such rights, preferences or privileges, then EQI, in its discretion (with
approval of the Company, in any case where the Depositary has determined that it
is not feasible to make such rights, preferences or privileges available), may,
if applicable laws or the terms of such rights, preferences or privileges permit
such transfer, sell such rights, preferences or privileges at public or private
sale, at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall, subject to Sections 3.1 and 3.2 hereof, be
distributed by EQI to the record holders of Receipts entitled thereto as
provided by Section 4.1 hereof in the case of a distribution received in cash.

     If registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold the securities to which such rights, preferences
or privileges relate, the Company will file promptly a registration statement
pursuant to the Securities Act with respect to such rights, preferences or
privileges and securities and use its best efforts and take all steps available
to it to cause such registration statement to become effective sufficiently in
advance of the expiration of such rights, preferences or privileges to enable
such holders to exercise such rights, preferences or privileges.



                                      -12-


In no event shall the Depositary make available to the holders of Receipts any
right, preference or privilege to subscribe for or to purchase any securities
unless and until it has received written notice from the Company that such
registration statement shall have become effective, or that the offering and
sale of such securities to such holders are exempt from registration under the
provisions of the Securities Act and the Company shall have provided to the
Depositary an opinion of counsel reasonably satisfactory to the Depositary to
such effect.

     If any other action under the laws of any jurisdiction or any governmental
or administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to holders of Receipts,
the Company will use its reasonable best efforts to take such action or obtain
such authorization, consent or permit sufficiently in advance of the expiration
of such rights, preferences or privileges to enable such holders to exercise
such rights, preferences or privileges.

     SECTION 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of
Receipts. Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to Stock,
or whenever the Depositary shall receive notice of any meeting at which holders
of Stock are entitled to vote or of which holders of Stock are entitled to
notice, or whenever the Depositary and the Company shall decide it is
appropriate, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
or otherwise in accordance with the terms of the Stock) for the determination of
the holders of Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale
thereof, or to give instructions for the exercise of voting rights at any such
meeting, or who shall be entitled to notice of such meeting or for any other
appropriate reasons.

     SECTION 4.5. Voting Rights. Upon receipt of notice of any meeting at which
the holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (i) such information as is contained in such notice of meeting and
(ii) a statement that the holders may, subject to any applicable restrictions,
instruct the Depositary as to the exercise of the voting rights pertaining to
the amount of Stock represented by their respective Depositary Shares (including
an express indication that instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the Company) and a brief statement
as to the manner in which such instructions may be given. Upon the written
request of the holders of Receipts on the relevant record date, the Depositary
shall use its best efforts to vote or cause to be voted, in accordance with the
instructions set forth in such requests, the maximum number of whole shares of
Stock represented by the Depositary Shares evidenced by all Receipts as to which
any particular voting instructions are received. The Company hereby agrees to
take all action which may be deemed necessary by the Depositary in order to
enable the Depositary to vote such Stock or cause such Stock to be voted. In the
absence of specific instructions from



                                      -13-


the holder of a Receipt, the Depositary will not vote to the extent of the Stock
represented by the Depositary Shares evidenced by such Receipt.

     SECTION 4.6. Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, etc. Upon any change in par value or liquidation preference,
split-up, combination or any other reclassification of the Stock, or upon any
recapitalization, reorganization, merger or consolidation affecting the Company
or to which it is a party, the Depositary may in its discretion with the
approval (not to be unreasonably withheld) of, and shall upon the instructions
of, the Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments in the fraction of an interest in one share
of Stock represented by one Depositary Share as may be necessary (as certified
by the Company) fully to reflect the effects of such change in par value or
liquidation preference, split-up, combination or other reclassification of
Stock, or of such recapitalization, reorganization, merger or consolidation and
(ii) treat any securities which shall be received by the Depositary in exchange
for or upon conversion of or in respect of the Stock as new deposited securities
so received in exchange for or upon conversion or in respect of such Stock. In
any such case, the Depositary may in its discretion, with the approval of the
Company, execute and deliver additional Receipts or may call for the surrender
of all outstanding Receipts to be exchanged for new Receipts specifically
describing such new deposited securities. Anything to the contrary herein
notwithstanding, holders of Receipts shall have the right from and after the
effective date of any such change in par value or liquidation preference,
split-up, combination or other reclassification of the Stock or any such
recapitalization, reorganization, merger or consolidation to surrender such
Receipts to the Depositary with instructions to convert, exchange or surrender
the Stock represented thereby only into or for, as the case may be, the kind and
amount of shares of stock and other securities and property and cash into which
the Stock represented by such Receipts would have been converted or for which
such Stock would have been exchanged or surrendered had such Receipt been
surrendered immediately prior to the effective date of such transaction.

     SECTION 4.7. Delivery of Reports. The Depositary shall furnish to holders
of Receipts any reports and communications received from the Company which are
received by the Depositary as the holder of Stock.

     SECTION 4.8. List of Receipt Holders. Promptly upon request from time to
time by the Company, the Depositary shall furnish to it a list, as of the most
recent practicable date, of the names, addresses and holdings of Depositary
Shares of all record holders of Receipts. The Company shall be entitled to
receive such list four times annually.



                                      -14-


                                   ARTICLE V

                        THE DEPOSITARY, THE DEPOSITARY'S
                      AGENTS, THE REGISTRAR AND THE COMPANY

     SECTION 5.1. Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary
shall maintain at the Depositary's Office facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange of
Receipts, and at the offices of the Depositary's Agents, if any, facilities for
the delivery, registration of transfer, surrender and exchange of Receipts, all
in accordance with the provisions of this Deposit Agreement, provided that, to
the extent provisions of this Deposit Agreement regarding transfer or registrar
functions of the Depositary conflict with the terms of any transfer agency
agreement into which the Company and the Depositary may enter, the transfer
agency agreement shall control.

     The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books during normal
business hours shall be open for inspection by the record holders of Receipts;
provided that any such holder requesting to exercise such right shall certify to
the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipts. Books kept hereunder by the Depositary may be maintained in
electronic form.

     The Depositary may close such books, at any time or from time to time, when
deemed expedient by it in connection with the performance of its duties
hereunder.

     The Depositary may, with the approval of the Company, appoint a Registrar
for registration of the Receipts or the Depositary Shares evidenced thereby. If
the Receipts or the Depositary Shares evidenced thereby or the Stock represented
by such Depositary Shares shall be listed on one or more national securities
exchanges, the Depositary will appoint a Registrar (acceptable to the Company)
for registration of such Receipts or Depositary Shares in accordance with any
requirements of such exchange. Such Registrar (which may be the Depositary if so
permitted by the requirements of any such exchange) may be removed and a
substitute registrar appointed by the Depositary upon the request or with the
approval of the Company. If the Receipts, such Depositary Shares or such Stock
is listed on one or more other stock exchanges, the Depositary will, at the
request and at the expense of the Company, arrange such facilities for the
delivery, registration, registration of transfer, surrender and exchange of such
Receipts, such Depositary Shares or such Stock as may be required by law or
applicable securities exchange regulation.

     The Depositary may from time to time appoint Depositary's Agents to act in
any respect for the Depositary for the purposes of this Deposit Agreement and
may at any time appoint additional Depositary's Agents and vary or terminate the
appointment of such Depositary's Agents. The Depositary will notify the Company
of any such action.



                                      -15-


     SECTION 5.2. Prevention of or Delay in Performance by the Depositary, the
Depositary's Agents, the Registrar or the Company. Neither the Depositary nor
any Depositary's Agent nor the Registrar nor the Company shall incur any
liability to any holder of any Receipt if by reason of any provision of any
present or future law, or regulation thereunder, of the United States of America
or of any other governmental authority or, in the case of the Depositary, the
Depositary's Agent or the Registrar, by reason of any provision, present or
future, of the Company's Amended and Restated Articles of Incorporation or by
reason of any act of God or war or other circumstance beyond the control of the
relevant party, the Depositary, the Depositary's Agent, the Registrar or the
Company shall be prevented, delayed or forbidden from, or subjected to any
penalty on account of, doing or performing any act or thing which the terms of
this Deposit Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary's Agent, the Registrar or the Company incur liability
to any holder of a Receipt (i) by reason of any nonperformance or delay, caused
as aforesaid, in the performance of any act or thing which the terms of this
Deposit Agreement shall provide shall or may be done or performed, or (ii) by
reason of any exercise of, or failure to exercise, any discretion provided for
in this Deposit Agreement except, in the case of any such exercise or failure to
exercise discretion not caused as aforesaid, if caused by the gross negligence
or willful misconduct of the party charged with such exercise or failure to
exercise.

     SECTION 5.3. Obligation of the Depositary, the Depositary's Agents, the
Registrar and the Company. Neither the Depositary nor any Depositary's Agent nor
the Registrar nor the Company assumes any obligation or shall be subject to any
liability under this Deposit Agreement or any Receipt to holders of Receipts
other than for its gross negligence, willful misconduct or bad faith.

     Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of the Stock, the Depositary Shares
or the Receipts which in its reasonable opinion may involve it in expense or
liability unless indemnity reasonably satisfactory to it against expense and
liability be furnished as often as may be reasonably required.

     Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall be liable for any action or any failure to act by it in reliance
upon the written advice of legal counsel or accountants, or information from any
person presenting Stock for deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such information. The
Depositary, any Depositary's Agent, the Registrar and the Company may each rely
and shall each be protected in acting upon any written notice, request,
direction or other document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties.

     The Depositary shall not be responsible for any failure to carry out any
instruction to vote any of the shares of Stock or for the manner or effect of
any such vote made, as long as



                                      -16-


any such action or inaction is in good faith. The Depositary will indemnify the
Company and hold it harmless from any loss, liability or expense (including the
reasonable costs and expenses of defending itself) which arises from its
negligence, wilful misconduct or bad faith. The Depositary undertakes and any
Registrar shall be required to undertake only such duties as specifically set
forth herein and no implied covenants or obligations shall be read into this
Deposit Agreement against the Depositary or Registrar. In no event shall the
Depositary's aggregate liability during the term of this Deposit Agreement with
respect to, arising from, or arising in connection with this Deposit Agreement,
or from all services provided or omitted to be provided under this Deposit
Agreement, whether in contract, or in tort, or otherwise, exceed an amount equal
to three (3) times the amounts paid by the Company to Depositary as fees and
charges, but not including reimbursable expenses. The indemnification
obligations of the Depositary set forth in this Section 5.3 hereof shall survive
any termination of this Deposit Agreement and any succession of any Depositary.

     The Depositary, its parent, affiliates or subsidiaries, the Depositary's
Agents and the Registrar may own, buy, sell and deal in any class of securities
of the Company and its affiliates and in Receipts or Depositary Shares or become
pecuniarily interested in any transaction in which the Company or its affiliates
may be interested or contract with or lend money to any such person or otherwise
act as fully or as freely as if it were not the Depositary, parent, affiliate or
subsidiary or Depositary's Agent or Registrar hereunder. The Depositary may also
act as trustee, transfer agent or registrar of any of the securities of the
Company and its affiliates.

     It is intended that neither the Depositary nor any Depositary's Agent nor
the Registrar, acting as the Depositary's Agent or Registrar, as the case may
be, shall be deemed to be an "issuer" of the securities under the federal
securities laws or applicable state securities laws, it being expressly
understood and agreed that the Depositary, any Depositary's Agent and the
Registrar are acting only in a ministerial capacity as Depositary or Registrar
for the Stock.

     Neither the Depositary (or its officers, directors, employees or agents)
nor any Depositary's Agent nor the Registrar makes any representation or has any
responsibility as to the validity of the registration statement pursuant to
which the Depositary Shares are registered under the Securities Act, the Stock,
the Depositary Shares or the Receipts (except for its counter-signatures
thereon) or any instruments referred to therein or herein, or as to the
correctness of any statement made therein or herein.

     The Depositary assumes no responsibility for the correctness of the
description that appears in the Receipts. Notwithstanding any other provision
herein or in the Receipts, the Depositary makes no warranties or representations
as to the validity or genuineness of any Stock at any time deposited with the
Depositary hereunder or of the Depositary Shares, as to the validity or
sufficiency of this Deposit Agreement, as to the value of the Depositary Shares
or as to any right, title or interest of the record holders of Receipts in and
to the Depositary Shares. The De-



                                      -17-


positary shall not be accountable for the use or application by the Company of
the Depositary Shares or the Receipts or the proceeds thereof.

     The Depositary shall not be liable for any incidental, indirect, special or
consequential damages of any nature whatsoever, including, but not limited to,
loss of anticipated profits, occasioned by breach of any provisions of this
Agreement even if apprised of the possibility of such damages.

     SECTION 5.4. Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by delivering notice of its election to do so to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

     The Depositary may at any time be removed by the Company by notice of such
removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.

     In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$150,000,000. If no successor Depositary shall have been so appointed and have
accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the
appointment of a successor Depositary. Every successor Depositary shall execute
and deliver to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor Depositary,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor and for all purposes shall be
the Depositary under this Deposit Agreement, and such predecessor, upon payment
of all sums due it and on the written request of the Company, shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Stock and any moneys or property held hereunder to
such successor, and shall deliver to such successor a list of the record holders
of all outstanding Receipts and such records, books and other information in its
possession relating thereto. Any successor Depositary shall promptly mail notice
of its appointment to the record holders of Receipts.

     Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act, and notice thereof shall
not be required hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.



                                      -18-


     SECTION 5.5. Corporate Notices and Reports. The Company agrees that it will
deliver to the Depositary, and the Depositary will, promptly after receipt
thereof, transmit to the record holders of Receipts, in each case at the
addresses recorded in the Depositary's books, copies of all notices and reports
(including without limitation financial statements) required by law or by the
rules of any national securities exchange upon which the Stock, the Depositary
Shares or the Receipts are listed, to be furnished to the record holders of
Receipts. Such transmission will be at the Company's expense and the Company
will provide the Depositary with such number of copies of such documents as the
Depositary may reasonably request.

     SECTION 5.6. Indemnification by the Company. The Company shall indemnify
the Depositary, any Depositary's Agent and the Registrar against, and hold each
of them harmless from, any loss, liability or expense (including the reasonable
costs and expenses of defending itself) which may arise out of acts performed or
omitted in connection with this Deposit Agreement and the Receipts by the
Depositary, any Registrar or any of their respective agents (including any
Depositary's Agent), except for any liability arising out of negligence, willful
misconduct or bad faith on the respective parts of any such person or persons,
subject to the provisions of Section 5.3, above. The obligations of the Company
set forth in this Section 5.6 hereof shall survive any termination of this
Deposit Agreement or any succession of any Depositary or Depositary's Agent.

     SECTION 5.7. Charges and Expenses. The Company shall pay all transfer and
other taxes and governmental charges arising solely from the existence of the
depositary arrangements. The Company shall pay charges of the Depositary in
connection with the initial deposit of the Stock and the initial issuance of the
Depositary Shares, all withdrawals of shares of the Stock by owners of
Depositary Shares, and any redemption of the Stock at the option of the Company.
All other transfer and other taxes and governmental charges shall be at the
expense of holders of Depositary Shares. If, at the request of a holder of
Receipts, the Depositary incurs charges or expenses for which it is not
otherwise liable hereunder, such holder will be liable for such charges and
expenses. All other charges and expenses of the Depositary and any Depositary's
Agent hereunder (including, in each case, reasonable fees and expenses of
counsel) incident to the performance of their respective obligations hereunder
will be paid upon consultation and agreement between the Depositary and the
Company as to the amount and nature of such charges and expenses. The Depositary
shall present its statement for charges and expenses to the Company at such
intervals as the Company and the Depositary may agree.

     SECTION 5.8. Tax Compliance. EQI and, where applicable, the Depositary, on
its own behalf and on behalf of the Company, will comply with all applicable
certification, information reporting and withholding (including "backup"
withholding) requirements imposed by applicable tax laws, regulations or
administrative practice with respect to (i) any payments made with respect to
the Depositary Shares or (ii) the issuance, delivery, holding,



                                      -19-


transfer, redemption or exercise of rights under the Depositary Receipts or the
Depositary Shares. Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely payment of all
amounts required to be withheld to the appropriate taxing authority or its
designated agent.

     The Depositary shall comply with any direction received from the Company
with respect to the application of such requirements to particular payments or
holders or in other particular circumstances, and may for purposes of this
Deposit Agreement rely on any such direction in accordance with the provisions
of Section 5.3 hereof.

     The Depositary shall maintain all appropriate records documenting
compliance with such requirements, and shall make such records available on
request to the Company or to its authorized representatives.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

     SECTION 6.1. Amendment. The form of the Receipts and any provisions of this
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable; provided, however, that no such amendment (other than
any change in the fees) which shall materially adversely alter the rights of the
holders of Receipts shall be effective unless such amendment shall have been
approved by the holders of at least a majority of the Depositary Shares then
outstanding. Every holder of an outstanding Receipt at the time any such
amendment becomes effective shall be deemed, by continuing to hold such Receipt,
to be bound by the Deposit Agreement as amended thereby. Subject to Section 2.9
hereof, notwithstanding the foregoing, in no event may any amendment impair the
right of any holder of any Depositary Shares, upon surrender of the Receipts
evidencing such Depositary Shares and subject to any conditions specified in
this Deposit Agreement, to receive shares of Stock and any money or other
property, if any, represented thereby, except in order to comply with mandatory
provisions of applicable law.

     SECTION 6.2. Termination. This Deposit Agreement may be terminated by the
Company at any time upon not less than 30 days' prior written notice to the
Depositary, in which case, on a date that is not later than 30 days after the
date of such notice, the Depositary shall deliver or make available for delivery
to holders of Depositary Shares, upon surrender of the Receipts evidencing such
Depositary Shares, such number of whole or fractional shares of Stock as are
represented by such Depositary Shares. This Deposit Agreement will automatically
terminate after (i) all outstanding Depositary Shares have been redeemed
pursuant to Section 2.8 hereof or (ii) there shall have been made a final
distribution in respect of the Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution shall have



                                      -20-


been distributed to the holders of Depositary Receipts pursuant to Section 4.1
or 4.2 hereof, as applicable.

     Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, the Registrar and any Depositary's Agent under
Sections 5.6 and 5.7 hereof.

                                  ARTICLE VII

                                  MISCELLANEOUS

     SECTION 7.1. Counterparts. This Deposit Agreement may be executed in any
number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.

     SECTION 7.2. Exclusive Benefit of Parties. This Deposit Agreement is for
the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

     SECTION 7.3. Invalidity of Provisions. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

     SECTION 7.4. Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to the Company at:

                  First Industrial Realty Trust, Inc.
                  311 S. Wacker Drive, Suite 4000
                  Chicago, Illinois 60606
                  Attn:  John Clayton, Esq.
                  Facsimile No.:  (312) 922-6320

or at any other address of which the Company shall have notified the Depositary
in writing.

     Any and all notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or facsimile transmission
confirmed by letter, addressed to the Depositary at the Depositary's Office, at:



                                      -21-


                  EquiServe Trust Company, N.A.
                  c/o EquiServe Inc.
                  150 Royall Street
                  Canton, Massachusetts  02021
                  Attn:  General Counsel
                  Facsimile No.:   781-575-4210

or at any other address of which the Depositary shall have notified the Company
in writing.

     Any and all notices to be given to any record holder of a Receipt hereunder
or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail, or by telegram or facsimile
transmission confirmed by letter, addressed to such record holder at the address
of such record holder as it appears on the books of the Depositary, or if such
holder shall have filed with the Depositary a written request that notices
intended for such holder be mailed to some other address, at the address
designated in such request.

     Delivery of a notice sent by mail or by telegram or facsimile transmission
shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a telegram or
facsimile transmission) is deposited for mailing by first class mail, postage
prepaid. The Depositary or the Company may, however, act upon any telegram or
facsimile transmission received by it from the other or from any holder of a
Receipt, notwithstanding that such telegram or facsimile transmission shall not
subsequently be confirmed by letter or as aforesaid.

     SECTION 7.5. Appointment of Registrar. The Company hereby also appoints the
Depositary as Registrar in respect of the Receipts and the Depositary hereby
accepts such appointments.

     SECTION 7.6. Holders of Receipts Are Parties. The holders of Receipts from
time to time shall be parties to this Deposit Agreement and shall be bound by
all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.

     SECTION 7.7. Governing Law. THIS DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL
RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS APPLICABLE TO CONTRACTS
MADE IN AND TO BE PERFORMED IN THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.

     SECTION 7.8. Inspection of Deposit Agreement. Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's Agent and
shall be open to



                                      -22-


inspection during business hours at the Depositary's office or respective
offices of the Depositary's Agent, if any, by any holder of a Receipt.

     SECTION 7.9. Headings. The headings of articles and sections in this
Deposit Agreement have been inserted for convenience only and are not to be
regarded as a part of this Deposit Agreement or the Receipts or to have any
bearing upon the meaning or interpretation of any provision contained herein or
in the Receipts.




                                      -23-




     IN WITNESS WHEREOF, the Company and the Depositary have duly executed this
Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof.


                            FIRST INDUSTRIAL REALTY TRUST, INC.


                            /s/ John Clayton
                            -------------------------------------------
                            Name:  John Clayton
                            Title: Vice President -- Corporate Legal,
                            Secretary



                            EQUISERVE, INC.


                            /s/ Thomas Ferrari
                            -------------------------------------------
                            Name:  Thomas Ferrari
                            Title:    Senior Managing Director



                            EQUISERVE TRUST COMPANY, N.A.


                            /s/ John Ruocco
                            -------------------------------------------
                            Name:  John Ruocco
                            Title:    Senior Account Manager













                                                                         ANNEX A

                            [FORM OF FACE OF RECEIPT]

      NUMBER                                      SHARES
DR-                                         (CUSIP 32054K830)
                                            see reverse for certain definitions

THIS CERTIFICATE IS TRANSFERABLE
     IN NEW YORK, NY

                                     [Logo]

                         RECEIPT FOR DEPOSITARY SHARES,
                      EACH REPRESENTING 1/100 OF A SHARE OF
             SERIES G FLEXIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK

                       FIRST INDUSTRIAL REALTY TRUST, INC.
             (INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND)

     EquiServe Trust Company, N.A., a national banking association duly
organized and existing under the laws of the United States of America, and
EquiServe, Inc., a Delaware corporation, with an office at the time of execution
of the Deposit Agreement (as defined below) at 150 Royall Street, Canton,
Massachusetts 02021, as Depositary (the "Depositary"), hereby certifies that
_____________is a registered owner of ___________________ DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing 1/100 of one fully
paid and non-assessable share of Series G Flexible Cumulative Redeemable
Preferred Stock, $.01 par value per share (the "Shares"), of First Industrial
Realty Trust, Inc., a Maryland corporation (the "Company"), on deposit with the
Depositary, subject to the terms and entitled to the benefits of the Deposit
Agreement dated as of May 27, 2004 (the "Deposit Agreement"), among the Company,
the Depositary and the holders from time to time of Receipts for Depositary
Shares. By accepting this Receipt, the holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Receipt shall not be valid or obligatory for any purpose or be entitled to
any benefits under the Deposit Agreement unless it shall have been executed by
the Depositary by the manual or facsimile signature of a duly authorized officer
or, if a Registrar in respect of the Receipts (other than the Depositary) shall
have been appointed, by the manual signature of a duly authorized officer of
such Registrar.

Dated:
Countersigned and Registered:
         EQUISERVE TRUST COMPANY, N.A.
         Depositary and Registrar

By:  ____________________________________



                         By:  ___________________________________
                               SECRETARY AND TREASURER


                         By:  ___________________________________
                               PRESIDENT



                                      A-1



                          [FORM OF REVERSE OF RECEIPT]
                       FIRST INDUSTRIAL REALTY TRUST, INC.


     THE SHARES OF STOCK REPRESENTED BY THIS DEPOSITARY RECEIPT ARE SUBJECT TO
RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS
QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED. NO PERSON MAY BENEFICIALLY OWN SHARES OF STOCK IN EXCESS OF
9.9% (OR SUCH GREATER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS
OF THE CORPORATION) OF THE OUTSTANDING STOCK OF THE CORPORATION. ANY PERSON WHO
ATTEMPTS TO BENEFICIALLY OWN SHARES OF STOCK IN EXCESS OF THE ABOVE LIMITATION
MUST IMMEDIATELY NOTIFY THE CORPORATION. ALL CAPITALIZED TERMS IN THIS LEGEND
HAVE THE MEANINGS DEFINED IN THE CORPORATION'S ARTICLES OF INCORPORATION, A COPY
OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO
EACH STOCKHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED,
THE SHARES OF STOCK REPRESENTED HEREBY MAY BE AUTOMATICALLY EXCHANGED FOR SHARES
OF EXCESS STOCK WHICH WILL BE HELD IN TRUST BY THE CORPORATION.

     THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER ON REQUEST AND WITHOUT
CHARGE A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSIONS AND
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH
CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND, WITH RESPECT TO ANY
PREFERRED OR SPECIAL CLASS IN A SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS
AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN
SET AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES.

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




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



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

For Value Received, _____________________ hereby sells, assigns and transfers
unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

Depositary Shares represented by the within Depositary Receipt, and do hereby
irrevocably constitute and appoint ________________ Attorney to transfer the
said Depositary Shares on the books of the within named Depositary with full
power of substitution in the premises.


         Dated                                      Signed

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS DEPOSITARY RECEIPT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED

By:  ___________________

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.



                                      A-2

                                                                  EXECUTION COPY















                             FIRST INDUSTRIAL, L.P.

                           EIGHTH AMENDED AND RESTATED

                          LIMITED PARTNERSHIP AGREEMENT


































        THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
        RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
        SECURITIES LAWS PURSUANT TO A REGISTRATION OR EXEMPTION THEREFROM.







                                TABLE OF CONTENTS



ARTICLE I - INTERPRETIVE PROVISIONS
   Section 1.1    Certain Definitions.........................................1
   Section 1.2    Rules of Construction......................................13

ARTICLE II - CONTINUATION
   Section 2.1    Continuation...............................................13
   Section 2.2    Name.......................................................13
   Section 2.3    Place Of Business; Registered Agent........................13

ARTICLE III - BUSINESS PURPOSE
   Section 3.1    Business...................................................14
   Section 3.2    Authorized Activities......................................14

ARTICLE IV - CAPITAL CONTRIBUTIONS
   Section 4.1    Capital Contributions......................................14
   Section 4.2    Additional Partnership Interests...........................14
   Section 4.3    No Third Party Beneficiaries...............................15
   Section 4.4    Capital Accounts...........................................15
   Section 4.5    Return of Capital Account; Interest........................16
   Section 4.6    Preemptive Rights..........................................16
   Section 4.7    REIT Share Purchases.......................................16

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
   Section 5.1    Limited Liability..........................................17
   Section 5.2    Profits, Losses and Distributive Shares....................17
   Section 5.3    Distributions..............................................22
   Section 5.4    Distribution Upon Redemption...............................24
   Section 5.5    Distributions upon Liquidation.............................24
   Section 5.6    Amounts Withheld...........................................24

ARTICLE VI - PARTNERSHIP MANAGEMENT
   Section 6.1    Management and Control of Partnership Business.............24
   Section 6.2    No Management By Limited Partners; Limitation of
                    Liability................................................25
   Section 6.3    Limitations on Partners....................................25
   Section 6.4    Business with Affiliates...................................26
   Section 6.5    Compensation; Reimbursement of Expenses....................26
   Section 6.6    Liability for Acts and Omissions...........................26
   Section 6.7    Indemnification............................................27

ARTICLE VII - ADMINISTRATIVE, FINANCIAL AND TAX MATTERS
   Section 7.1    Books and Records..........................................27
   Section 7.2    Annual Audit and Accounting................................27
   Section 7.3    Partnership Funds..........................................27
   Section 7.4    Reports and Notices........................................27
   Section 7.5    Tax Matters................................................28
   Section 7.6    Withholding................................................28

ARTICLE VIII - TRANSFER OF PARTNERSHIP INTERESTS; ADMISSIONS OF PARTNERS
   Section 8.1    Transfer By General Partner................................29
   Section 8.2    Obligations of a Prior General Partner.....................29


                                      -i-



   Section 8.3    Successor General Partner..................................29
   Section 8.4    Restrictions On Transfer And Withdrawal By Limited
                    Partner..................................................29
   Section 8.5    Substituted Limited Partner................................30
   Section 8.6    Timing and Effect of Transfers.............................31
   Section 8.7    Additional Limited Partners................................31
   Section 8.8    Amendment of Agreement and Certificate.....................31

ARTICLE IX - REDEMPTION
   Section 9.1    Right of Redemption........................................31
   Section 9.2    Timing of Redemption.......................................33
   Section 9.3    Redemption Price...........................................33
   Section 9.4    Assumption of Redemption Obligation........................33
   Section 9.5    Further Assurances; Certain Representations................33
   Section 9.6    Effect of Redemption.......................................33
   Section 9.7    Registration Rights........................................34
   Section 9.8    Redemption upon REIT Share Repurchases by the General
                    Partner..................................................34

ARTICLE X - DISSOLUTION AND LIQUIDATION
   Section 10.1      Term and Dissolution....................................34
   Section 10.2      Liquidation of Partnership Assets.......................34
   Section 10.3      Effect of Treasury Regulations..........................36
   Section 10.4      Time for Winding-Up.....................................36

ARTICLE XI - AMENDMENTS AND MEETINGS
   Section 11.1      Amendment Procedure.....................................36
   Section 11.2      Meetings and Voting.....................................37
   Section 11.3      Voting of LB Units......................................37

ARTICLE XII - MISCELLANEOUS PROVISIONS
   Section 12.1      Title To Property.......................................37
   Section 12.2      Other Activities of Limited Partners....................38
   Section 12.3      Power of Attorney.......................................38
   Section 12.4      Notices.................................................39
   Section 12.5      Further Assurances......................................39
   Section 12.6      Titles and Captions.....................................39
   Section 12.7      Applicable Law..........................................39
   Section 12.8      Binding Agreement.......................................39
   Section 12.9      Waiver of Partition.....................................39
   Section 12.10     Counterparts and Effectiveness..........................39
   Section 12.11     Survival of Representations.............................39
   Section 12.12     Entire Agreement........................................39



                                      -ii-



Exhibit 1A    -   First Highland Partners
Exhibit 1B    -   Schedule of Partners
Exhibit 1C    -   LB Partners
Exhibit 1D    -   Contributor Partners
Exhibit 2     -   Form of Redemption Notice
Exhibit 3     -   Form of Registration Rights Agreement



                                     -iii-



                             FIRST INDUSTRIAL, L.P.

                           EIGHTH AMENDED AND RESTATED

                          LIMITED PARTNERSHIP AGREEMENT


     The undersigned, being the sole general partner of First Industrial, L.P.
(the "Partnership"), a limited partnership formed under the Delaware Revised
Uniform Limited Partnership Act, does hereby amend and restate the Seventh
Amended and Restated Partnership Agreement (as described below) this 2nd day of
June, 2004 as follows:

                                R E C I T A L S:


     A. The Partnership was formed pursuant to a Certificate of Limited
Partnership filed on November 23, 1993 with the Secretary of State of the State
of Delaware under the name "ProVest, L.P." and a Limited Partnership Agreement
dated November 23, 1993 (the "Original Partnership Agreement").

     B. The Original Partnership Agreement was amended and restated as of
January 28, 1994 (such amended and restated partnership agreement, the "Prior
Partnership Agreement").

     C. A Second Amended and Restated Limited Partnership Agreement was executed
as of June 30, 1994, a Third Amended and Restated Partnership Agreement was
executed as of May 14, 1997, a Fourth Amended and Restated Partnership Agreement
was executed as of June 6, 1997, a Fifth Amended and Restated Partnership
Agreement was executed as of February 4, 1998, a Sixth Amended and Restated
Partnership Agreement was executed as of March 18, 1998 and a Seventh Amended
and Restated Partnership Agreement was executed as of May 26, 2004 (the "Seventh
Partnership Agreement").

     D. The General Partner desires to amend and restate the Seventh Partnership
Agreement to (i) reflect the interests granted to the Class H Limited Partner
(as hereinafter defined) and (ii) set forth the understandings and agreements,
including certain rights and obligations, among the Partners (as hereinafter
defined) with respect to the Partnership.

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

                      ARTICLE I - INTERPRETIVE PROVISIONS

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

     Section 1.1 Certain Definitions. The following terms have the definitions
hereinafter indicated whenever used in this Agreement with initial capital
letters:

     Act: The Delaware Revised Uniform Limited Partnership Act, Sections 17-101
to 17-1109 of the Delaware Code Annotated, Title 6, as amended from time to
time.

     Additional Limited Partner: A Person admitted to the Partnership as a
Limited Partner in accordance with Section 8.7 hereof and who is shown as such
on the books and records of the Partnership.

     Adjusted Capital Account: With respect to any Partner, such Partner's
Capital Account maintained in accordance with Section 4.4 hereof, as of the end
of the relevant Fiscal Year of the Partnership, after giving effect to the
following adjustments:

     (A) Credit to such Capital Account such Partner's share of Partnership
Minimum Gain determined in accordance with Treasury Regulations Section
1.704-2(g)(1) and such Partner's share of Partner Minimum Gain determined in
accordance with Treasury Regulations Section 1.704-2(i)(5).



                                      -2-


     (B) Debit to such Capital Account the items described in Treasury
Regulations Section 1.704- 1(b)(2)(ii)(d)(4), (5) and (6).

     The foregoing definition of "Adjusted Capital Account" is intended to
comply with the provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)
and 1.704-2 and shall be interpreted consistently therewith.

     Adjusted Capital Account Deficit: With respect to any Partner, the deficit
balance, if any, in that Partner's Adjusted Capital Account as of the end of the
relevant Fiscal Year of the Partnership.

     Affiliate: With respect to any referenced Person, (i) a member of such
Person's immediate family; (ii) any Person who directly or indirectly owns,
controls or holds the power to vote ten percent (10%) or more of the outstanding
voting securities of the Person in question; (iii) any Person ten percent (10%)
or more of whose outstanding securities are directly or indirectly owned,
controlled, or held with power to vote by the Person in question; (iv) any
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with the Person in question; (v) if the Person in
question is a corporation, any executive officer or director of such Person or
of any corporation directly or indirectly controlling such Person; and (vi) if
the Person in question is a partnership, any general partner of the partnership
or any limited partner owning or controlling ten percent (10%) or more of either
the capital or profits interest in such partnership. As used herein, "control"
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract, or otherwise.

     Aggregate Protected Amount: With respect to the Contributor Partners, as a
group, the aggregate balances of the Protected Amounts, if any, of the
Contributor Partners, as determined on the date in question.

     Agreed Value: In the case of any (i) Contributed Property acquired pursuant
to a Contribution Agreement, the value of such Contributed Property as set forth
in such Contribution Agreement or, if no such value is set forth for such
Contributed Property, the portion of the consideration provided for under such
Contribution Agreement allocable to such Contributed Property, as determined by
the General Partner in its reasonable discretion, (ii) Contributed Property
acquired other than pursuant to a Contribution Agreement, the fair market value
of such property at the time of contribution, as determined by the General
Partner using such method of valuation as it may adopt in its reasonable
discretion and (iii) property distributed to a Partner by the Partnership, the
Partnership's Book Value of such property at the time such property is
distributed without taking into account, in the case of each of (i), (ii) and
(iii), the amount of any related indebtedness assumed by the Partnership (or the
Partner in the case of clause (iii)) or to which the Contributed Property (or
distributed property in the case of clause (iii)) is taken subject.

     Agreement: This Eighth Amended and Restated Limited Partnership Agreement
and all Exhibits attached hereto, as the same may be amended or restated and in
effect from time to time.

     Assignee: Any Person to whom one or more Partnership Units have been
Transferred as permitted under this Agreement but who has not become a
Substituted Limited Partner in accordance with the provisions hereof.

     Bankruptcy: Either (i) a referenced Person's making an assignment for the
benefit of creditors, (ii) the filing by a referenced Person of a voluntary
petition in bankruptcy, (iii) a referenced Person's being adjudged insolvent or
having entered against him an order for relief in any bankruptcy or insolvency
proceeding, (iv) the filing by a referenced Person of an answer seeking any
reorganization, composition, readjustment, liquidation, dissolution, or similar
relief under any law or regulation, (v) the filing by a referenced Person of an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against him in any proceeding of reorganization,
composition, readjustment, liquidation, dissolution, or for similar relief under
any statute, law or regulation or (vi) a referenced Person's seeking, consenting
to, or acquiescing in the appointment of a trustee, receiver or liquidator for
all or substantially all of his property (or court appointment of such trustee,
receiver or liquidator).



                                      -3-


     Book-Tax Disparity: With respect to any item of Contributed Property, or
property the Book Value of which has been adjusted in accordance with Section
4.4(D), as of the date of determination, the difference between the Book Value
of such property and the adjusted basis of such property for federal income tax
purposes.

     Book Value: With respect to any Contributed Property, the Agreed Value of
such property reduced (but not below zero) by all Depreciation with respect to
such property properly charged to the Partners' Capital Accounts, and with
respect to any other asset, the asset's adjusted basis for federal income tax
purposes; provided, however, (a) the Book Value of all Partnership Assets shall
be adjusted in the event of a revaluation of Partnership Assets in accordance
with Section 4.4(D) hereof, (b) the Book Value of any Partnership Asset
distributed to any Partner shall be the fair market value of such asset on the
date of distribution as determined by the General Partner and (c) such Book
Value shall be adjusted by the Depreciation taken into account with respect to
such asset for purposes of computing Profits and Losses.

     Capital Account: The account maintained by the Partnership for each Partner
described in Section 4.4 hereof.

     Capital Contribution: The total amount of cash or cash equivalents and the
Agreed Value (reduced to take into account the amount of any related
indebtedness assumed by the Partnership, or to which the Contributed Property is
subject) of Contributed Property which a Partner contributes or is deemed to
contribute to the Partnership pursuant to the terms of this Agreement.

     Cash Payment: The payment to a Redeeming Party of a cash amount determined
by multiplying (i) the number of Partnership Units tendered for redemption by
such Redeeming Party pursuant to a validly proffered Redemption Notice by (ii)
the Unit Value on the date the Redemption Notice is received by the General
Partner.

     Certificate: The Partnership's Certificate of Limited Partnership filed in
the office of the Secretary of State of the State of Delaware, as amended from
time to time.

     Class C Deemed Original Issue Date: (i) in the case of any Class C Unit
which is part of the first issuance of such units or part of a subsequent
issuance of such units prior to October 1, 1997, the date of such first issuance
and (ii) in the case of any such unit which is part of a subsequent issuance of
such units on or after October 1, 1997, the later of (x) October 1, 1997 and (y)
the last Class C Distribution Period Commencement Date which precedes the date
of issuance of such unit and which succeeds the last Class C Distribution Period
for which full cumulative Class C Priority Return Amounts have been paid;
provided, however, that, in the case of any such unit which is part of a
subsequent issuance on or after October 1, 1997, the date of issuance of which
falls between (a) the record date for dividends payable on the Series C
Preferred Shares on the first succeeding dividend payment date on such stock and
(b) such dividend payment date, the "Class C Deemed Original Issue Date" means
the date of the Class C Distribution Period Commencement Date that immediately
follows the date of issuance of such unit.

     Class C Distribution Period: The Class C Initial Distribution Period and
each quarterly distribution period thereafter, commencing on January 1, April 1,
July 1 and October 1 of each year and ending on and including the day preceding
the next Class C Distribution Period Commencement Date.

     Class C Distribution Period Commencement Date: January 1, April 1, July 1
and October 1 of each year commencing October 1, 1997.

     Class C Initial Distribution Period: The period from the Class C Deemed
Original Issue Date for a Class C Unit to, but excluding, October 1, 1997.

     Class C Limited Partner: First Industrial Realty Trust, Inc., a Maryland
corporation, in its capacity as a limited partner in the Partnership holding
Class C Units.

     Class C Priority Return Amount: With respect to each Class C Unit, (i) for
the Class C Initial Distribution Period, the pro rata portion of the amount
referred to in clause (ii) of this definition, computed in



                                      -4-


accordance with the last sentence of Section 5.3(A) hereof, and (ii) for each
Class C Distribution Period thereafter, an amount equal to 2.15625% of that
portion of the Capital Contribution of the Class C Limited Partner allocable to
each such unit. Class C Priority Return Amounts on each Class C Unit that are
not distributed as provided in Section 5.3(A) shall be cumulative from the Class
C Deemed Original Issue Date of such unit.

     Class C Redemption: As defined in Section 9.1(C) hereof.

     Class C Redemption Price: As defined in Section 9.1(C) hereof.

     Class C Unit: The Partnership Interest held by the Class C Limited Partner,
each full Class C Unit representing a $2,500 Capital Contribution.

     Class D Deemed Original Issue Date: (i) in the case of any Class D Unit
which is part of the first issuance of such units or part of a subsequent
issuance of such units prior to April 1, 1998, the date of such first issuance
and (ii) in the case of any such unit which is part of a subsequent issuance of
such units on or after April 1, 1998, the later of (x) April 1, 1998 and (y) the
last Class D Distribution Period Commencement Date which precedes the date of
issuance of such unit and which succeeds the last Class D Distribution Period
for which full cumulative Class D Priority Return Amounts have been paid;
provided, however, that, in the case of any such unit which is part of a
subsequent issuance on or after April 1, 1998, the date of issuance of which
falls between (a) the record date for dividends payable on the Series D
Preferred Shares on the first succeeding dividend payment date on such stock and
(b) such dividend payment date, the "Class D Deemed Original Issue Date" means
the date of the Class D Distribution Period Commencement Date that immediately
follows the date of issuance of such unit.

     Class D Distribution Period: The Class D Initial Distribution Period and
each quarterly distribution period thereafter, commencing on January 1, April 1,
July 1 and October 1 of each year and ending on and including the day preceding
the next Class D Distribution Period Commencement Date.

     Class D Distribution Period Commencement Date: January 1, April 1, July 1
and October 1 of each year commencing April 1, 1998.

     Class D Initial Distribution Period: The period from the Class D Deemed
Original Issue Date for a Class D Unit to, but excluding, April 1, 1998.

     Class D Limited Partner: First Industrial Realty Trust, Inc., a Maryland
corporation, in its capacity as a limited partner in the Partnership holding
Class D Units.

     Class D Priority Return Amount: With respect to each Class D Unit, (i) for
the Class D Initial Distribution Period, the pro rata portion of the amount
referred to in clause (ii) of this definition, computed in accordance with the
last sentence of Section 5.3(B) hereof, and (ii) for each Class D Distribution
Period thereafter, an amount equal to 1.9875% of that portion of the Capital
Contribution of the Class D Limited Partner allocable to each such unit. Class D
Priority Return Amounts on each Class D Unit that are not distributed as
provided in Section 5.3(B) shall be cumulative from the Class D Deemed Original
Issue Date of such unit.

     Class D Redemption: As defined in Section 9.1(D) hereof.

     Class D Redemption Price: As defined in Section 9.1(D) hereof.

     Class D Unit: The Partnership Interest held by the Class D Limited Partner,
each full Class D Unit representing a $2,500 Capital Contribution.

     Class E Deemed Original Issue Date: (i) in the case of any Class E Unit
which is part of the first issuance of such units or part of a subsequent
issuance of such units prior to July 1, 1998, the date of such first issuance
and (ii) in the case of any such unit which is part of a subsequent issuance of
such units on or after July 1, 1998, the later of (x) July 1, 1998 and (y) the
last Class E Distribution Period Commencement Date which precedes the date of


                                      -5-


issuance of such unit and which succeeds the last Class E Distribution Period
for which full cumulative Class E Priority Return Amounts have been paid;
provided, however, that, in the case of any such unit which is part of a
subsequent issuance on or after July 1, 1998, the date of issuance of which
falls between (a) the record date for dividends payable on the Series E
Preferred Shares on the first succeeding dividend payment date on such stock and
(b) such dividend payment date, the "Class E Deemed Original Issue Date" means
the date of the Class E Distribution Period Commencement Date that immediately
follows the date of issuance of such unit.

     Class E Distribution Period: The Class E Initial Distribution Period and
each quarterly distribution period thereafter, commencing on January 1, April 1,
July 1 and October 1 of each year and ending on and including the day preceding
the next Class E Distribution Period Commencement Date.

     Class E Distribution Period Commencement Date: January 1, April 1, July 1
and October 1 of each year commencing July 1, 1998.

     Class E Initial Distribution Period: The period from the Class E Deemed
Original Issue Date for a Class E Unit to, but excluding, July 1, 1998.

     Class E Limited Partner: First Industrial Realty Trust, Inc., a Maryland
corporation, in its capacity as a limited partner in the Partnership holding
Class E Units.

     Class E Priority Return Amount: With respect to each Class E Unit, (i) for
the Class E Initial Distribution Period, the pro rata portion of the amount
referred to in clause (ii) of this definition, computed in accordance with the
last sentence of Section 5.3(C) hereof, and (ii) for each Class E Distribution
Period thereafter, an amount equal to 7.90% of that portion of the Capital
Contribution of the Class E Limited Partner allocable to each such unit. Class E
Priority Return Amounts on each Class E Unit that are not distributed as
provided in Section 5.3(C) shall be cumulative from the Class E Deemed Original
Issue Date of such unit.

     Class E Redemption: As defined in Section 9.1(E) hereof.

     Class E Redemption Price: As defined in Section 9.1(E) hereof.

     Class E Unit: The Partnership Interest held by the Class E Limited Partner,
each full Class E Unit representing a $2,500 Capital Contribution.

     Class F Distribution Date: Each dividend payment date for the Series F
Preferred Shares.

     Class F Limited Partner: First Industrial Realty Trust, Inc., a Maryland
Corporation, in its capacity as a limited partner in the Partnership holding
Class F Units.

     Class F Priority Return Amount: With respect to each Class F Unit, that
portion of the Capital Contribution of the Class F Limited Partner, allocable to
each such unit, multiplied by the Dividend Rate in effect for the Series F
Preferred Shares, in each case during the period with respect to which the Class
F Priority Return Amount is to be determined.

     Class F Redemption: As defined in Section 9.1(F) hereof.

     Class F Redemption Price: As defined in Section 9.1(F) hereof.

     Class F Unit: The Partnership Interest held by the Class F Limited Partner,
each full Class F Unit representing a $100,000 Capital Contribution.

     Class G Distribution Date: Each dividend payment date for the Series G
Preferred Shares.



                                      -6-


     Class G Limited Partner: First Industrial Realty Trust, Inc., a Maryland
Corporation, in its capacity as a limited partner in the Partnership holding
Class G Units.

     Class G Priority Return Amount: With respect to each Class G Unit, that
portion of the Capital Contribution of the Class G Limited Partner, allocable to
each such unit, multiplied by the Dividend Rate in effect for the Series G
Preferred Shares, in each case during the period with respect to which the Class
G Priority Return Amount is to be determined.

     Class G Redemption: As defined in Section 9.1(G) hereof.

     Class G Redemption Price: As defined in Section 9.1(G) hereof.

     Class G Unit: The Partnership Interest held by the Class G Limited Partner,
each full Class G Unit representing a $100,000 Capital Contribution.

     Class H Distribution Date: Each dividend payment date for the Series H
Preferred Shares.

     Class H Limited Partner: First Industrial Realty Trust, Inc., a Maryland
Corporation, in its capacity as a limited partner in the Partnership holding
Class H Units.

     Class H Priority Return Amount: With respect to each Class H Unit, that
portion of the Capital Contribution of the Class H Limited Partner, allocable to
each such unit, multiplied by the Dividend Rate in effect for the Series H
Preferred Shares, in each case during the period with respect to which the Class
H Priority Return Amount is to be determined.

     Class H Redemption: As defined in Section 9.1(H) hereof.

     Class H Redemption Price: As defined in Section 9.1(H) hereof.

     Class H Unit: The Partnership Interest held by the Class H Limited Partner,
each full Class H Unit representing a $250,000 Capital Contribution.

     Code: The Internal Revenue Code of 1986, as amended from time to time.

     Consent: Either the written consent of a Person or the affirmative vote of
such Person at a meeting duly called and held pursuant to this Agreement, as the
case may be, to do the act or thing for which the consent is required or
solicited, or the act of granting such consent, as the context may require.

     Contributed Property: Each property or other asset (excluding cash and cash
equivalents) contributed or deemed contributed to the Partnership.

     Contribution Agreements: Those certain agreements among one or more of the
Initial Limited Partners (or Persons in which such Initial Limited Partners have
direct or indirect interests) and the Partnership pursuant to which, inter alia,
the Initial Limited Partners (or such Persons), directly or indirectly, are
contributing property to the Partnership on the Effective Date in exchange for
Partnership Units.

     Contributor Partner(s): That or those Limited Partner(s) listed as
Contributor Partner(s) on Exhibit 1D attached hereto and made a part hereof, as
such Exhibit may be amended from time to time by the General Partner, whether by
express amendment to this Partnership Agreement or by execution of a written
instrument by and between any additional Contributor Partner(s) being affected
thereby and the General Partner, acting on behalf of the Partnership and without
the prior consent of the Limited Partners (whether or not Contributor Partners
other than the Contributor Partner(s) being affected thereby). For purposes
hereof, any successor, assignee, or transferee of the Interest of a Contributor
Partner (other than the Partnership in connection with a redemption pursuant to
Article IX hereof) shall be considered a Contributor Partner for purposes
hereof.



                                      -7-


     Conversion Factor: The factor applied for converting Partnership Units to
REIT Shares, which shall initially be 1.0; provided, however, in the event that
the REIT (i) declares or pays a dividend on its outstanding REIT Shares in REIT
Shares or makes a distribution to all holders of its outstanding REIT Shares in
REIT Shares, (ii) subdivides its outstanding REIT Shares or (iii) combines its
outstanding REIT Shares into a smaller number of REIT Shares, the Conversion
Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the
numerator of which shall be the number of REIT Shares issued and outstanding on
the record date (assuming for such purposes that such dividend, distribution,
subdivision or combination has occurred as of such time), and the denominator of
which shall be the actual number of REIT Shares (determined without the above
assumption) issued and outstanding on the record date for such dividend,
distribution, subdivision or combination; provided, further, in the event that
the Partnership (a) declares or pays a distribution on the outstanding
Partnership Units in Partnership Units or makes a distribution to all Partners
in Partnership Units, (b) subdivides the outstanding Partnership Units or (c)
combines the outstanding Partnership Units into a smaller number of Partnership
Units, the Conversion Factor shall be adjusted by multiplying the Conversion
Factor by a fraction, the numerator of which shall be the actual number of
Partnership Units issued and outstanding on the record date (determined without
giving effect to such dividend, distribution, subdivision or combination), and
the denominator of which shall be the actual number of Partnership Units
(determined after giving effect to such dividend, distribution, subdivision or
combination) issued and outstanding on such record date. Any adjustment to the
Conversion Factor shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such event.

     Depreciation: For each Fiscal Year or other period, an amount equal to the
depreciation, amortization or other cost recovery deduction allowable with
respect to an asset for such year or other period, except that if the Book Value
of an asset differs from its adjusted basis for federal income tax purposes at
the beginning of such year or other period, Depreciation shall be adjusted as
necessary so as to be an amount which bears the same ratio to such beginning
Book Value as the federal income tax depreciation, amortization, or other cost
recovery deduction for such year or other period bears to the beginning adjusted
tax basis; provided, however, that if the federal income tax depreciation,
amortization or other cost recovery deduction for such year or other period is
zero, Depreciation for such year or other period shall be determined with
reference to such beginning Book Value using any reasonable method approved by
the General Partner.

     Distributable Cash: with respect to any period, and without duplication:

     (i) all cash receipts of the Partnership during such period from all
sources;

     (ii) less all cash disbursements of the Partnership during such period,
including, without limitation, disbursements for operating expenses, taxes, debt
service (including, without limitation, the payment of principal, premium and
interest), redemption of Partnership Interests and capital expenditures;

     (iii) less amounts added to reserves in the sole discretion of the General
Partner, plus amounts withdrawn from reserves in the reasonable discretion of
the General Partner.

     Effective Date: June 30, 1994.

     ERISA: The Employee Retirement Income Security Act of 1976, as amended from
time to time.

     First Highland Limited Partners: Those Limited Partners identified on
Exhibit 1A hereto.

     First Highland Properties: Those certain properties acquired by the
Partnership pursuant to that certain Contribution Agreement, dated as of March
19, 1996.

     First Highland Units: The Partnership Units issued to the First Highland
Limited Partners in connection with the acquisition of the First Highland
Properties by the Partnership.

     Fiscal Year: The calendar year or in the event of a termination of the
Partnership pursuant to Code Section 708, an appropriate portion of such year.



                                      -8-


     General Partner: First Industrial Realty Trust, Inc., a Maryland
corporation, and its respective successor(s) who or which become Successor
General Partner(s) in accordance with the terms of this Agreement.

     General Partner Interest: A Partnership Interest held by the General
Partner including both its General Partner and Limited Partner Interests. A
General Partner Interest may be expressed as a number of Partnership Units.

     Involuntary Withdrawal: As to any (i) individual shall mean such
individual's death, incapacity or adjudication of incompetence, (ii) corporation
shall mean its dissolution or revocation of its charter (unless such revocation
is promptly corrected upon notice thereof), (iii) partnership shall mean the
dissolution and commencement of winding up of its affairs, (iv) trust shall mean
the termination of the trust (but not the substitution of trustees), (v) estate
shall mean the distribution by the fiduciary of the estate's complete interest
in the Partnership and (vi) any Partner shall mean the Bankruptcy of such
Partner.

     IRS: The Internal Revenue Service, which administers the internal revenue
laws of the United States.

     LB Closing Date: January 31, 1997.

     LB Partners: The persons identified on Exhibit 1C hereto, following their
admission to the Partnership as Additional Limited Partners.

     LB Units: The Partnership Units issued to the LB Partners in connection
with the acquisition by the Partnership of certain properties on the LB Closing
Date.

     Limited Partner: Those Persons listed as such on Exhibit 1B attached hereto
and made a part hereof, as such Exhibit may be amended from time to time,
including any Person who becomes a Substituted Limited Partner or an Additional
Limited Partner in accordance with the terms of this Agreement; provided such
term shall not include the Class C Limited Partner, the Class D Limited Partner,
the Class E Limited Partner, the Class F Limited Partner, the Class G Limited
Partner or the Class H Limited Partner.

     Limited Partner Interest: A Partnership Interest held by a Limited Partner
that is a limited partner interest. A Limited Partner Interest may be expressed
as a number of Partnership Units.

     Nonrecourse Liability: A liability as defined in Treasury Regulations
Section 1.704-2(b)(3).

     Notice: A writing containing the information required by this Agreement to
be communicated to a Person and delivered to such Person in accordance with
Section 12.4; provided, however, that any written communication containing such
information actually received by such Person shall constitute Notice for all
purposes of this Agreement.

     Partner Minimum Gain: The gain (regardless of character) which would be
realized by the Partnership if property of the Partnership subject to a partner
nonrecourse debt (as such term is defined in Treasury Regulations Section
1.704-2(b)(4)) were disposed of in full satisfaction of such debt on the
relevant date. The adjusted basis of property subject to more than one partner
nonrecourse debt shall be allocated in a manner consistent with the allocation
of basis for purposes of determining Partnership Minimum Gain hereunder. Partner
Minimum Gain shall be computed hereunder using the Book Value, rather than the
adjusted tax basis, of the Partnership property in accordance with Treasury
Regulations Section 1.704-2(d)(3).

     Partner Nonrecourse Deductions: With respect to any partner nonrecourse
debt (as such term is defined in Treasury Regulations Section 1.704-2(b)(4)),
the increase in Partner Minimum Gain during the tax year plus any increase in
Partner Minimum Gain for a prior tax year which has not previously generated a
Partner Nonrecourse Deduction hereunder. The determination of which Partnership
items constitute Partner Nonrecourse Deductions shall be made in a manner
consistent with the manner in which Partnership Nonrecourse Deductions are
determined hereunder.



                                      -9-


     Partners: The General Partner, the Class C Limited Partner, the Class D
Limited Partner, the Class E Limited Partner, the Class F Limited Partner, the
Class G Limited Partner, the Class H Limited Partner and the Limited Partners as
a group. The term "Partner" shall mean a General Partner, the Class C Limited
Partner, the Class D Limited Partner, the Class E Limited Partner, the Class F
Limited Partner, the Class G Limited Partner, the Class H Limited Partner or a
Limited Partner. Such terms shall be deemed to include such other Persons who
become Partners pursuant to the terms of this Agreement.

     Partnership: The Delaware limited partnership referred to herein as First
Industrial, L.P., as such partnership may from time to time be constituted.

     Partnership Assets: At any particular time, any assets or property
(tangible or intangible, choate or inchoate, fixed or contingent) owned by the
Partnership.

     Partnership Interest or Interest: As to any Partner, such Partner's
ownership interest in the Partnership and including such Partner's right to
distributions under this Agreement and any other rights or benefits which such
Partner has in the Partnership, together with any and all obligations of such
Person to comply with the terms and provisions of this Agreement. A Partnership
Interest may be expressed as a number of Partnership Units.

     Partnership Minimum Gain: The aggregate gain (regardless of character)
which would be realized by the Partnership if all of the property of the
Partnership subject to nonrecourse debt (other than partner nonrecourse debt as
such term is defined in Treasury Regulations Section 1.704-2(b)(4)) were
disposed of in full satisfaction of such debt and for no other consideration on
the relevant date. In the case of any Nonrecourse Liability of the Partnership
which is not secured by a mortgage with respect to any specific property of the
Partnership, any and all property of the Partnership to which the holder of said
liability has recourse shall be treated as subject to such Nonrecourse Liability
for purposes of the preceding sentence. Partnership Minimum Gain shall be
computed separately for each Nonrecourse Liability of the Partnership. For this
purpose, the adjusted basis of property subject to two or more liabilities of
equal priority shall be allocated among such liabilities in proportion to the
outstanding balance of such liabilities, and the adjusted basis of property
subject to two or more liabilities of unequal priority shall be allocated to the
liability of inferior priority only to the extent of the excess, if any, of the
adjusted basis of such property over the outstanding balance of the liability of
superior priority. Partnership Minimum Gain shall be computed hereunder using
the Book Value, rather than the adjusted tax basis, of the Partnership property
in accordance with Treasury Regulations Section 1.704-2(d)(3).

     Partnership Nonrecourse Deductions: The amount of Partnership deductions
equal to the increase, if any, in the amount of the aggregate Partnership
Minimum Gain during the tax year (plus any increase in Partnership Minimum Gain
for a prior tax year which has not previously generated a Partnership
Nonrecourse Deduction) reduced (but not below zero) by the aggregate
distributions made during the tax year of the proceeds of a Nonrecourse
Liability of the Partnership which are attributable to an increase in
Partnership Minimum Gain within the meaning of Treasury Regulations Section
1.704-2(d). The Partnership Nonrecourse Deductions for a Partnership tax year
shall consist first of depreciation or cost recovery deductions with respect to
each property of the Partnership giving rise to such increase in Partnership
Minimum Gain on a pro rata basis to the extent of each such increase, with any
excess made up pro rata of all items of deduction.

     Partnership Unit: A fractional, undivided share of the Partnership
Interests of all Partners (other than the Class C Limited Partner, the Class D
Limited Partner, the Class E Limited Partner, the Class F Limited Partner, the
Class G Limited Partner and the Class H Limited Partner) issued pursuant to
Section 4.1 hereof.

     Percentage Interest: As to any Partner, the percentage in the Partnership,
as determined by dividing the Partnership Units then owned by such Partner by
the total number of Partnership Units then outstanding, as the same may be
automatically adjusted from time to time to reflect the issuance and redemption
of Partnership Units in accordance with this Agreement, without requiring the
amendment of Exhibit 1B to reflect any such issuance or redemption.

     Person: Any individual, partnership, corporation, trust or other entity.



                                      -10-


     Profits and Losses: For each Fiscal Year or other period, an amount equal
to the Partnership's taxable income or loss (as the case may be) for such year
or period, determined in accordance with Code Section 703(a) (for this purpose,
all items of income, gain, loss or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments:

          a. Any income of the Partnership that is exempt from federal income
     tax and not otherwise taken into account in computing Profits or Losses
     pursuant to this definition shall be added to such taxable income or loss;

          b. Any expenditures of the Partnership described in Code Section
     705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant
     to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise
     taken into account in computing Profits or Losses pursuant to this
     definition, shall be subtracted from such taxable income or loss;

          c. Gain or loss resulting from any disposition of Partnership property
     with respect to which gain or loss is recognized for federal income tax
     purposes shall be computed by reference to the Book Value of the property
     disposed of notwithstanding that the adjusted tax basis of such property
     differs from such Book Value;

          d. In lieu of the depreciation, amortization, and other cost recovery
     deductions taken into account in computing such taxable income or loss,
     there shall be taken into account Depreciation for such Fiscal Year or
     other period, computed in accordance with the definition of "Depreciation"
     herein; and

          e. In the event that any item of income, gain, loss or deduction that
     has been included in the initial computation of Profit or Loss is subject
     to the special allocation rules of Sections 5.2(C), 5.2(D) and 5.2(I)
     through 5.2(N), Profit or Loss shall be recomputed without regard to such
     item.

     Protected Amount: With respect to any Contributor Partner, the amount set
forth or otherwise described opposite the name of such Contributor Partner on
Exhibit 1D attached hereto and made a part hereof, as such Exhibit may be
modified from time to time by an amendment to the Partnership Agreement or by
execution of a written instrument by and between the Contributor Partner being
affected thereby and the General Partner, acting on behalf of the Partnership
and without the prior written consent of the Limited Partners (whether or not
Contributor Partners other than the Contributor Partner being affected thereby);
provided, however, that no Contributor Partner shall be considered to have a
Protected Amount from and following the first date upon which such Partner is no
longer a Partner of the Partnership.

     Record Date: The record date established by the General Partner for
distributions pursuant to Section 5.3 hereof, which record date shall be the
same as the record date established by the General Partner for a distribution to
its stockholders of some or all of its portion of such distribution.

     Recourse Liabilities: The amount of liabilities owed by the Partnership
(other than nonrecourse liabilities and liabilities to which Partner Nonrecourse
Deductions are attributable in accordance with Treasury Regulations Section
1.704-2(i)).

     Redeeming Party: A Limited Partner or Assignee (other than the General
Partner) who tenders Partnership Units for redemption pursuant to a Redemption
Notice.

     Redemption Date: The date for redemption of Partnership Units as set forth
in Section 9.2.

     Redemption Effective Date: The first date on which a Redeeming Party may
elect to redeem Partnership Units, which date shall be the later of (i) the
first anniversary of the date such Partnership Units are issued and (ii) the
effective date of any registration statement filed by the Partnership with
respect to the REIT Shares to be issued upon redemption of Partnership Units by
a Redeeming Party.



                                      -11-


     Redemption Notice: A Notice to the General Partner by a Redeeming Party,
substantially in the form attached as Exhibit 2, pursuant to which the Redeeming
Party requests the redemption of Partnership Units in accordance with Article
IX.

     Redemption Obligation: The obligation of the Partnership to redeem the
Partnership Units as set forth in Section 9.1(A).

     Redemption Period: The 45-day period immediately following the filing with
the SEC by the General Partner of an annual report of the General Partner on
Form 10-K or a quarterly report of the General Partner on Form 10-Q or such
other period or periods as the General Partner may otherwise determine.

     Redemption Restriction: A restriction on the ability of the Partnership to
redeem the Partnership Units as set forth in Section 9.1(A).

     Registration Rights Agreement: A Registration Rights Agreement,
substantially in the form of Exhibit 3 hereto, pursuant to which First
Industrial will agree to register under the Securities Act of 1933, as amended,
REIT Shares issued in connection with Share Payments made under Article IX
hereof.

     REIT: A real estate investment trust, as defined in Code Section 856.

     REIT Charter: The Articles of Incorporation of First Industrial filed with
the Department of Assessments and Taxation of the State of Maryland on August
10, 1993, as the same may be amended or restated and in effect from time to
time.

     REIT Share: A share of common stock representing an ownership interest in
the General Partner.

     REIT Share Rights: Rights to acquire additional REIT Shares issued to all
holders of REIT Shares, whether in the form of rights, options, warrants or
convertible or exchangeable securities, to the extent the same have been issued
without additional consideration after the initial acquisition of such REIT
Shares.

     SEC: The Securities and Exchange Commission.

     Series C Preferred Shares: 8 5/8% Series C Cumulative Preferred Stock of
First Industrial Realty Trust, Inc.

     Series D Preferred Shares: 7.95% Series D Cumulative Preferred Stock of
First Industrial Realty Trust, Inc.

     Series E Preferred Shares: 7.90% Series E Cumulative Preferred Stock of
First Industrial Realty Trust, Inc.

     Series F Preferred Shares: Series F Flexible Cumulative Redeemable
Preferred Stock of First Industrial Realty Trust, Inc.

     Series G Preferred Shares: Series G Flexible Cumulative Redeemable
Preferred Stock of First Industrial Realty Trust, Inc.

     Series H Preferred Shares: Series H Flexible Cumulative Redeemable
Preferred Stock of First Industrial Realty Trust, Inc.

     Share Payment: The payment to a Redeeming Party of a number of REIT Shares
determined by multiplying (i) the number of Partnership Units tendered for
redemption by such Redeeming Party pursuant to a validly proffered Redemption
Notice by (ii) the Conversion Factor. In the event the General Partner grants
any REIT



                                      -12-


Share Rights prior to such payment, any Share Payment shall include for the
Redeeming Party his ratable share of such REIT Share Rights other than REIT
Share Rights which have expired.

     Subsidiary: With respect to any Person, any corporation or other entity of
which a majority of (i) the voting power of the voting equity securities or (ii)
the outstanding equity interests is owned, directly or indirectly, by such
Person.

     Substituted Limited Partner: That Person or those Persons admitted to the
Partnership as substitute Limited Partner(s), in accordance with the provisions
of this Agreement. A Substituted Limited Partner, upon his admission as such,
shall succeed to the rights, privileges and liabilities of his predecessor in
interest as a Limited Partner.

     Successor General Partner: Any Person who is admitted to the Partnership as
substitute General Partner pursuant to this Agreement. A Successor General
Partner, upon its admission as such, shall succeed to the rights, privileges and
liabilities of its predecessor in interest as General Partner, in accordance
with the provisions of the Act.

     Tax Matters Partner: The General Partner or such other Partner who becomes
Tax Matters Partner pursuant to the terms of this Agreement.

     Terminating Capital Transaction: The sale or other disposition of all or
substantially all of the Partnership Assets or a related series of transactions
that, taken together, result in the sale or other disposition of all or
substantially all of the Partnership Assets.

     Threshold Percentage: A percentage equal to 85% on the LB Closing Date and
thereafter adjusted upwards (but not downwards) immediately prior to each
solicitation of any vote of, or the seeking of any consent, approval or waiver
from, the Limited Partners generally, to the sum of (i) 85% and (ii) the number
of percentage points equal to the positive difference, if any, between (a) the
aggregate Percentage Interest represented by the LB Units immediately following
the LB Closing Date and (b) the aggregate Percentage Interest represented by the
LP Units immediately prior to any such solicitation. For example, if on the LB
Closing Date the LB Units represent a 10% aggregate Percentage Interest, and if
immediately prior to a solicitation the Threshold Percentage is 85% and the
aggregate Percentage Interest represented by the LB Units is 8%, the Threshold
Percentage would be increased to 87% (85% + (10% - 8%)).

     Transfer: With respect to any Partnership Unit shall mean a transaction in
which a Partner assigns his Partnership Interest to another Person and includes
any sale, assignment, gift, pledge, mortgage, exchange, hypothecation,
encumbrance or other disposition by law or otherwise; provided, however, the
redemption of any Partnership Interest pursuant to Article IX hereof shall not
constitute a "Transfer" for purposes hereof.

     Transfer Restriction Date: June 23, 1995.

     Treasury Regulations: The Income Tax Regulations promulgated under the
Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     Unit Value: With respect to any Partnership Unit, the average of the daily
market price for a REIT Share for the ten (10) consecutive trading days
immediately preceding the date of receipt of a Redemption Notice by the General
Partner multiplied by the Conversion Factor. If the REIT Shares are traded on a
securities exchange or the NASDAQ-National Market System, the market price for
each such trading day shall be the reported last sale price on such day or, if
no sales take place on such day, the average of the closing bid and asked prices
on such day. If the REIT Shares are not traded on a securities exchange or the
NASDAQ-National Market System, the market price for each such trading day shall
be determined by the General Partner using any reasonable method of valuation.
If a Share Payment would include any REIT Share Rights, the value of such REIT
Share Rights shall be determined by the General Partner using any reasonable
method of valuation, taking into account the Unit Value determined



                                      -13-


hereunder and the factors used to make such determination and the value of such
REIT Share Rights shall be included in the Unit Value.

     Voting Termination Date: The first date after the LB Closing Date on which
either (i) the General Partner holds 90% or more of all Partnership Units or
(ii) the aggregate number of Partnership Units held by the General Partner and
the LB Partners is less than the product of the Threshold Percentage and the
total number of Partnership Units then outstanding.

     Section 1.2 Rules of Construction. The following rules of construction
shall apply to this Agreement:

          (A) All section headings in this Agreement are for convenience of
     reference only and are not intended to qualify the meaning of any section.

          (B) All personal pronouns used in this Agreement, whether used in the
     masculine, feminine or neuter gender, shall include all other genders, the
     singular shall include the plural, and vice versa, as the context may
     require.

          (C) Each provision of this Agreement shall be considered severable
     from the rest, and if any provision of this Agreement or its application to
     any Person or circumstances shall be held invalid and contrary to any
     existing or future law or unenforceable to any extent, the remainder of
     this Agreement and the application of any other provision to any Person or
     circumstances shall not be affected thereby and shall be interpreted and
     enforced to the greatest extent permitted by law so as to give effect to
     the original intent of the parties hereto.

          (D) Unless otherwise specifically and expressly limited in the
     context, any reference herein to a decision, determination, act, action,
     exercise of a right, power or privilege, or other procedure by the General
     Partner shall mean and refer to the decision, determination, act, action,
     exercise or other procedure by the General Partner in its sole and absolute
     discretion.

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

                           ARTICLE II - CONTINUATION

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

     Section 2.1 Continuation. The Partners hereby continue the Partnership as a
limited partnership under the Act. The General Partner shall take all action
required by law to perfect and maintain the Partnership as a limited partnership
under the Act and under the laws of all other jurisdictions in which the
Partnership may elect to conduct business, including but not limited to the
filing of amendments to the Certificate with the Delaware Secretary of State,
and qualification of the Partnership as a foreign limited partnership in the
jurisdictions in which such qualification shall be required, as determined by
the General Partner. The General Partner shall also promptly register the
Partnership under applicable assumed or fictitious name statutes or similar
laws.

     Section 2.2 Name. The name of the Partnership is First Industrial, L.P. The
General Partner may adopt such assumed or fictitious names as it deems
appropriate in connection with the qualifications and registrations referred to
in Section 2.1.

     Section 2.3 Place Of Business; Registered Agent. The principal office of
the Partnership is located at 311 S. Wacker Drive, Suite 4000, Chicago, Illinois
60606, which office may be changed to such other place as the General Partner
may from time to time designate. The Partnership may establish offices for the
Partnership within or without the State of Delaware as may be determined by the
General Partner. The initial registered agent for the Partnership in the State
of Delaware is The Corporation Trust Company, whose address is c/o Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

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

                                      -14-


                         ARTICLE III - BUSINESS PURPOSE

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

     Section 3.1 Business. The business of the Partnership shall be (i)
conducting any business that may be lawfully conducted by a limited partnership
pursuant to the Act including, without limitation, acquiring, owning, managing,
developing, leasing, marketing, operating and, if and when appropriate, selling,
industrial properties, (ii) entering into any partnership, joint venture or
other relationship to engage in any of the foregoing or the ownership of
interests in any entity engaged in any of the foregoing, (iii) making loans,
guarantees, indemnities or other financial accommodations and borrowing money
and pledging its assets to secure the repayment thereof, (iv) to do any of the
foregoing with respect to any Affiliate or Subsidiary and (v) doing anything
necessary or incidental to the foregoing; provided, however, that business of
the Partnership shall be limited so as to permit the General Partner to elect
and maintain its status as a REIT (unless the General Partner determines no
longer to qualify as a REIT).

     Section 3.2 Authorized Activities. In carrying out the purposes of the
Partnership, but subject to all other provisions of this Agreement, the
Partnership is authorized to engage in any kind of lawful activity, and perform
and carry out contracts of any kind, necessary or advisable in connection with
the accomplishment of the purposes and business of the Partnership described
herein and for the protection and benefit of the Partnership; provided that the
General Partner shall not be obligated to cause the Partnership to take, or
refraining from taking, any action which, in the judgment of the General
Partner, (i) could adversely affect the ability of the General Partner to
qualify and continue to qualify as a REIT, (ii) could subject the General
Partner to additional taxes under Code Section 857 or 4981 or (iii) could
violate any law or regulation of any governmental body or agency having
jurisdiction over the General Partner or its securities.

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

                       ARTICLE IV - CAPITAL CONTRIBUTIONS

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

     Section 4.1 Capital Contributions.

     (A) Upon the contribution to the Partnership of property in accordance with
a Contribution Agreement, Partnership Units shall be issued in accordance with,
and as contemplated by, such Contribution Agreement, and the Persons receiving
such Partnership Units shall become Partners and shall be deemed to have made a
Capital Contribution as set forth on Exhibit 1. Exhibit 1 also sets forth the
initial number of Partnership Units owned by each Partner and the Percentage
Interest of each Partner, which Percentage Interest shall be adjusted from time
to time by the General Partner to reflect the issuance of additional Partnership
Units, the redemption of Partnership Units, additional Capital Contributions and
similar events having an effect on a Partner's Percentage Interest. Except as
set forth in Section 4.2 (regarding issuance of additional Partnership Units) or
Section 7.6 (regarding withholding obligations), no Partner shall be required
under any circumstances to contribute to the capital of the Partnership any
amount beyond that sum required pursuant to this Article IV.

     (B) Anything in the foregoing Section 4.1(A) or elsewhere in this Agreement
notwithstanding, the Partnership Units held by the General Partner shall, at all
times, be deemed to be General Partner units and shall constitute the General
Partner Interest.

     Section 4.2 Additional Partnership Interests.

     (A) The Partnership may issue additional limited partnership interests in
the form of Partnership Units for any Partnership purpose at any time or from
time to time, to any Partner or other Person (other than the General Partner,
except in accordance with Section 4.2(B) below).

     (B) The Partnership also may from time to time issue to the General Partner
additional Partnership Units or other Partnership Interests in such classes and
having such designations, preferences and relative rights (including preferences
and rights senior to the existing Limited Partner Interests) as shall be


                                      -15-


determined by the General Partner in accordance with the Act and governing law.
Except as provided in Article IX, any such issuance of Partnership Units or
Partnership Interests to the General Partner shall be conditioned upon (i) the
undertaking by the General Partner of a related issuance of its capital stock
(with such shares having designations, rights and preferences such that the
economic rights of the holders of such capital stock are substantially similar
to the rights of the additional Partnership Interests issued to the General
Partner) and the General Partner making a Capital Contribution (a) in an amount
equal to the net proceeds raised in the issuance of such capital stock, in the
event such capital stock is sold for cash or cash equivalents or (b) the
property received in consideration for such capital stock, in the event such
capital stock is issued in consideration for other property or (ii) the issuance
by the General Partner of capital stock under any stock option or bonus plan and
the General Partner making a Capital Contribution in an amount equal to the
exercise price of the option exercised pursuant to such stock option or other
bonus plan.

     (C) Except as contemplated by Article IX (regarding redemptions) or Section
4.2(B), the General Partner shall not issue any (i) additional REIT Shares, (ii)
rights, options or warrants containing the right to subscribe for or purchase
REIT Shares or (iii) securities convertible or exchangeable into REIT Shares
(collectively, "Additional REIT Securities") other than to all holders of REIT
Shares, pro rata, unless (x) the Partnership issues to the General Partner (i)
Partnership Interests, (ii) rights, options or warrants containing the right to
subscribe for or purchase Partnership Interests or (iii) securities convertible
or exchangeable into Partnership Interests such that the General Partner
receives an economic interest in the Partnership substantially similar to the
economic interest in the General Partner represented by the Additional REIT
Securities and (y) the General Partner contributes to the Partnership the net
proceeds from, or the property received in consideration for, the issuance of
the Additional REIT Securities and the exercise of any rights contained in any
Additional REIT Securities.

     Section 4.3 No Third Party Beneficiaries. The foregoing provisions of this
Article IV are not intended to be for the benefit of any creditor of the
Partnership or other Person to whom any debts, liabilities or obligations are
owed by (or who otherwise has any claim against) the Partnership or any of the
Partners and no such creditor or other Person shall obtain any right under any
such foregoing provision against the Partnership or any of the Partners by
reason of any debt, liability or obligation (or otherwise).

     Section 4.4 Capital Accounts.

     (A) The Partnership shall establish and maintain a separate Capital Account
for each Partner in accordance with Code Section 704 and Treasury Regulations
Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited
with:

     (1) the amount of all Capital Contributions made to the Partnership by such
Partner in accordance with this Agreement; plus

     (2) all income and gain of the Partnership computed in accordance with this
Section 4.4 and allocated to such Partner pursuant to Article V (including for
purposes of this Section 4.4(A), income and gain exempt from tax);

and shall be debited with the sum of:

     (1) all losses or deductions of the Partnership computed in accordance with
this Section 4.4 and allocated to such Partner pursuant to Article V,

     (2) such Partner's distributive share of expenditures of the Partnership
described in Code Section 705(a)(2)(B), and

     (3) all cash and the Agreed Value (reduced to take into account the amount
of any related indebtedness assumed by the Partner, or to which the distributed
property is subject) of any property actually distributed or deemed distributed
by the Partnership to such Partner pursuant to the terms of this Agreement.



                                      -16-


     Any reference in any section or subsection of this Agreement to the Capital
Account of a Partner shall be deemed to refer to such Capital Account as the
same may be credited or debited from time to time as set forth above.

     (B) For purposes of computing the amount of any item of income, gain,
deduction or loss to be reflected in the Partners' Capital Accounts, the
determination, recognition and classification of each such item shall be the
same as its determination, recognition and classification for federal income tax
purposes, determined in accordance with Code Section 703(a) and accounting for
those adjustments set forth in the definition of Profits and Losses, with the
following additional adjustments:

     (1) the computation of all items of income, gain, loss and deduction shall
be made without regard to any Code Section 754 election that may be made by the
Partnership, except to the extent required in accordance with the provisions of
Treasury Regulations Section 1.704-1(b)(2)(iv)(m); and

     (2) in the event the Book Value of any Partnership Asset is adjusted
pursuant to Section 4.4(D) below, the amount of such adjustment shall be treated
as gain or loss from the disposition of such asset.

     (C) Any transferee of a Partnership Interest shall succeed to a pro rata
portion of the transferor's Capital Account transferred.

     (D) Consistent with the provisions of Treasury Regulations Section
1.704-1(b)(2)(iv)(f), (i) immediately prior to the acquisition of an additional
Partnership Interest by any new or existing Partner in connection with the
contribution of money or other property (other than a de minimis amount) to the
Partnership, (ii) immediately prior to the distribution by the Partnership to a
Partner of Partnership property (other than a de minimis amount) as
consideration for a Partnership Interest, (iii) immediately prior to the
liquidation of the Partnership as defined in Treasury Regulations Section
1.704-1(b)(2)(ii)(g) and (iv) immediately prior to any other event for which the
Treasury Regulation Section 1.704-1(b)(2)(iv)(f) permits an adjustment to book
value, the Book Value of all Partnership Assets shall be revalued upward or
downward to reflect the fair market value of each such Partnership Asset as
determined by the General Partner using such reasonable method of valuation as
it may adopt.

     (E) The foregoing provisions of this Section 4.4 are intended to comply
with Treasury Regulations Section 1.704-1(b) and shall be interpreted and
applied in a manner consistent with such Treasury Regulations. In the event the
General Partner shall determine that it is prudent to modify the manner in which
the Partners' Capital Accounts are computed hereunder in order to comply with
such Treasury Regulations, the General Partner may make such modification if
such modification is not likely to have a material effect on the amount
distributable to any Partner under the terms of this Agreement and the General
Partner notifies the other Partners in writing of such modification prior to
making such modification.

     Section 4.5 Return of Capital Account; Interest. Except as otherwise
specifically provided in this Agreement, (i) no Partner shall have any right to
withdraw or reduce its Capital Contributions or Capital Account, or to demand
and receive property other than cash from the Partnership in return for its
Capital Contributions or Capital Account; (ii) no Partner shall have any
priority over any other Partners as to the return of its Capital Contributions
or Capital Account; (iii) any return of Capital Contributions or Capital
Accounts to the Partners shall be solely from the Partnership Assets, and no
Partner shall be personally liable for any such return; and (iv) no interest
shall be paid by the Partnership on Capital Contributions or on balances in
Partners' Capital Accounts.

     Section 4.6 Preemptive Rights. No Person shall have any preemptive or
similar rights with respect to the issuance or sale of additional Partnership
Units.

     Section 4.7 REIT Share Purchases. If the General Partner acquires
additional REIT Shares pursuant to Article IX of the REIT Charter, the
Partnership shall purchase from the General Partner that number of Partnership
Units determined by applying the Conversion Multiple to the number of REIT
Shares purchased by the



                                      -17-


General Partner at the same price and on the same terms as those upon which the
General Partner purchased such REIT Shares.

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

                   ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

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

     Section 5.1 Limited Liability. For bookkeeping purposes, the Profits of the
Partnership shall be shared, and the Losses of the Partnership shall be borne,
by the Partners as provided in Section 5.2 below; provided, however, that except
as expressly provided in this Agreement, neither any Limited Partner (in its
capacity as a Limited Partner), the Class C Limited Partner (in its capacity as
Class C Limited Partner), the Class D Limited Partner (in its capacity as Class
D Limited Partner), the Class E Limited Partner (in its capacity as Class E
Limited Partner), the Class F Limited Partner (in its capacity as Class F
Limited Partner), the Class G Limited Partner (in its capacity as Class G
Limited Partner) nor the Class H Limited Partner (in its capacity as Class H
Limited Partner) shall be personally liable for losses, costs, expenses,
liabilities or obligations of the Partnership in excess of its Capital
Contribution required under Article IV hereof.

     Section 5.2 Profits, Losses and Distributive Shares.

     (A) Profits. After giving effect to the special allocations, if any,
provided in Section 5.2(C), (D), (I), (J), (K), (L), (M), and (N), Profits in
each Fiscal Year shall be allocated in the following order:

     (1) First, to the General Partner until the cumulative Profits allocated to
the General Partner under this Section 5.2(A)(1), whether in the current or in
any prior Fiscal Year equal the cumulative Losses allocated to such Partner
under Section 5.2(B)(6), whether in the current or in any prior Fiscal Year;

     (2) Second, to, Class C Limited Partner, Class D Limited Partner, Class E
Limited Partner, Class F Limited Partner, Class G Limited Partner and Class H
Limited Partner, in proportion to the cumulative Losses allocated to each such
Partner under Section 5.2(B)(5), whether in the current or in any prior Fiscal
Year until the cumulative Profits allocated to each such Partner under this
Section 5.2(A)(2) equal the cumulative Losses allocated to each such Partner
under Section 5.2(B)(5), whether in the current or in any prior Fiscal Year;

     (3) Third, to each Partner in proportion to the cumulative Losses allocated
to such Partner under Section 5.2(B)(4), whether in the current or in any prior
Fiscal Year, until the cumulative Profits allocated to such Partner under this
Section 5.2(A)(3) equal the cumulative Losses allocated to such Partner under
Section 5.2(B)(4), whether in the current or in any prior Fiscal Year;

     (4) Fourth, to the General Partner until the cumulative Profits allocated
to the General Partner under this Section 5.2(A)(4), whether in the current or
in any prior Fiscal Year equal the cumulative Losses allocated to such Partner
under Section 5.2(B)(3), whether in the current or in any prior Fiscal Year;

     (5) Fifth, to each Partner in proportion to the cumulative Losses allocated
to such Partner under Section 5.2(B)(2), whether in the current or in any prior
Fiscal Year, until the cumulative Profits allocated to such Partner under this
Section 5.2(A)(5) equal the cumulative Losses allocated to such Partner under
Section 5.2(B)(2), whether in the current or in any prior Fiscal Year;

     (6) Sixth, to each Partner in proportion to the cumulative Losses allocated
to such Partner under Section 5.2(B)(1), whether in the current or in any prior
Fiscal Year, until the cumulative Profits allocated to such Partner under this
Section 5.2(A)(6) equal the cumulative Losses allocated to such Partner under
Section 5.2(B)(1), whether in the current or in any prior Fiscal Year; and

     (7) Then, the balance, if any, to the Partners in proportion to their
respective Percentage Interests.



                                      -18-


     (B) Losses. After giving effect to the special allocations, if any,
provided in Section 5.2(C), (D), (I), (J), (K), (L), (M) and (N), Losses in each
Fiscal Year shall be allocated in the following order of priority:

     (1) First, to the Partners (other than the Class C Limited Partner, the
Class D Limited Partner, the Class E Limited Partner, the Class F Limited
Partner, the Class G Limited Partner and the Class H Limited Partner), in
proportion to their respective Percentage Interests, but not in excess of the
positive Adjusted Capital Account balance of any Partner prior to the allocation
provided for in this Section 5.2(B)(1);

     (2) Second, to the Partners (other than the Class C Limited Partner, the
Class D Limited Partner, the Class E Limited Partner, the Class F Limited
Partner, the Class G Limited Partner and the Class H Limited Partner) with
positive Adjusted Capital Account balances prior to the allocation provided for
in this Section 5.2(B)(2), in proportion to the amount of such balances until
all such balances are reduced to zero;

     (3) Third, to the General Partner until (i) the excess of (a) the
cumulative Losses allocated under this Section 5.2(B)(3), whether in the current
or in any prior Fiscal Year, over (b) the cumulative Profits allocated under
Section 5.2(A)(4), whether in the current or in any prior Fiscal Year, equals
(ii) the excess of (a) the amount of Recourse Liabilities over (b) the Aggregate
Protected Amount;

     (4) Fourth, to and among the Contributor Partners, in accordance with their
respective Protected Amounts, until the excess of (a) the cumulative Losses
allocated under this Section 5.2(B)(4), whether in the current or in any prior
Fiscal Year, over (b) the cumulative Profits allocated under 5.2(A)(3), whether
in the current or in any prior Fiscal Year, equals the Aggregate Protected
Amount (as of the close of the Fiscal Year to which such allocation relates);

     (5) Fifth, to the Class C Limited Partner, the Class D Limited Partner, the
Class E Limited Partner, the Class F Limited Partner, the Class G Limited
Partner and the Class H Limited Partner, in accordance with their respective
Adjusted Capital Accounts, until their Adjusted Capital Accounts are reduced to
zero; and

     (6) Thereafter, to the General Partner;

provided, however, (i) that, from and following the first Fiscal Year upon which
a Contributor Partner is no longer a Partner of the Partnership, the provisions
of this Section 5.2(B) shall be null, void and without further force and effect
with respect to such Contributor Partner; (ii) that, this Section 5.2(B) shall
control, notwithstanding any reallocation or adjustment of taxable income, loss
or other items by the Internal Revenue Service or any other taxing authority;
provided, however, that neither the Partnership nor the General Partner (nor any
of their respective affiliates) is required to indemnify any Contributor Partner
(or its affiliates) for the loss of any tax benefit resulting from any
reallocation or adjustment of taxable income, loss or other items by the
Internal Revenue Service or other taxing authority; and (iii) that, during such
period as there are Contributor Partners in the Partnership, the provisions of
Section 5.2(B)(4) shall not be amended in a manner which adversely affects the
Contributor Partners (without the consent of each Contributor Partner so
affected).

     (C) Special Allocations. Except as otherwise provided in this Agreement,
the following special allocations will be made in the following order and
priority:

     (1) Partnership Minimum Gain Chargeback. Notwithstanding any other
provision of this Article V, if there is a net decrease in Partnership Minimum
Gain during any tax year or other period for which allocations are made, each
Partner will be specially allocated items of Partnership income and gain for
that tax year or other period (and, if necessary, subsequent periods) in an
amount equal to such Partner's share of the net decrease in Partnership Minimum
Gain during such tax year or other period determined in accordance with Treasury
Regulations Section 1.704-2(g). Allocations pursuant to the preceding sentence
shall be made in proportion to the respective amounts required to be allocated
to each Partner pursuant thereto. The items to be so allocated shall be
determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and
1.704-2(j)(2). This Section



                                      -19-


5.2(C)(1) is intended to comply with the minimum gain chargeback requirements
set forth in Treasury Regulations Section 1.704-2(f) and shall be interpreted
consistently therewith, including the exceptions to the minimum gain chargeback
requirement set forth in Treasury Regulations Section 1.704-2(f) and (3). If the
General Partner concludes, after consultation with tax counsel, that the
Partnership meets the requirements for a waiver of the minimum gain chargeback
requirement as set forth in Treasury Regulations Section 1.704-2(f)(4), the
General Partner may take steps reasonably necessary or appropriate in order to
obtain such waiver.

     (2) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any
other provision of this Section (other than Section 5.2(C)(1) which shall be
applied before this Section 5.2(C)(2)), if there is a net decrease in Partner
Minimum Gain during any tax year or other period for which allocations are made,
each Partner with a share of Partner Minimum Gain determined in accordance with
Treasury Regulations Section 1.704-2(i)(5) shall be specially allocated items of
Partnership income and gain for that period (and, if necessary, subsequent
periods) in an amount equal to such Partner's share of the net decrease in
Partner Minimum Gain determined in accordance with Treasury Regulations Section
1.704-2(i)(4). The items to be so allocated shall be determined in accordance
with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This
Section 5.2(C)(2) is intended to comply with the minimum gain chargeback
requirements of Treasury Regulations Section and shall be interpreted
consistently therewith, including the exceptions set forth in Treasury
Regulations Section 1.704-2(f)(2) and (3) to the extent such exceptions apply to
Treasury Regulations Sections 1.704-2(i)(4). If the General Partner concludes,
after consultation with tax counsel, that the Partnership meets the requirements
for a waiver of the Partner Minimum Gain chargeback requirement set forth in
Treasury Regulation 1.704-2(f), but only to the extent such exception applies to
Treasury Regulations Section 1.704-2(i)(4), the General Partner may take steps
necessary or appropriate to obtain such waiver.

     (3) Qualified Income Offset. A Partner who unexpectedly receives any
adjustment, allocation or distribution described in Treasury Regulations Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially allocated items of
Partnership income and gain in an amount and manner sufficient to eliminate, to
the extent required by Treasury Regulations 1.704-1(b)(2)(ii)(d), the Adjusted
Capital Account Deficit of the Partner as quickly as possible, provided that an
allocation pursuant to this Section 5.2(C)(3) shall be made if and only to the
extent that such Partner would have an Adjusted Capital Account Deficit after
all other allocations provided for in this Article V have been tentatively made
as if this Section 5.2(C)(3) were not contained in this Agreement.

     (4) Partnership Nonrecourse Deductions. Partnership Nonrecourse Deductions
for any taxable year or other period for which allocations are made will be
allocated among the Partners in proportion to their respective Percentage
Interests.

     (5) Partner Nonrecourse Deductions. Notwithstanding anything to the
contrary in this Agreement, any Partner Nonrecourse Deductions for any taxable
year or other period for which allocations are made will be allocated to the
Partner who bears the economic risk of loss with respect to the liability to
which the Partner Nonrecourse Deductions are attributable in accordance with
Treasury Regulations Section 1.704-2(i).

     (6) Code Section 754 Adjustments. To the extent an adjustment to the
adjusted tax basis of any Partnership asset under Code Section 734(b) or 743(b)
is required to be taken into account in determining Capital Accounts under
Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or (4), the amount of the
adjustment to the Capital Accounts will be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases the basis of the asset), and the gain or loss will be specially
allocated to the Partners in a manner consistent with the manner in which their
Capital Accounts are required to be adjusted under Treasury Regulations Section
1.704-1(b)(2)(iv)(m).

     (7) Depreciation Recapture. In the event there is any recapture of
Depreciation or investment tax credit, the allocation thereof shall be made
among the Partners in the same proportion as the deduction for such Depreciation
or investment tax credit was allocated.

     (8) Interest in Partnership. Notwithstanding any other provision of this
Agreement, no allocation



                                      -20-


of Profit or Loss (or item of Profit or Loss) will be made to a Partner if the
allocation would not have "economic effect" under Treasury Regulations Section
1.704-1(b)(2)(ii)(a) or otherwise would not be in accordance with the Partner's
interest in the Partnership within the meaning of Treasury Regulations Section
1.704-1(b)(3).

     (D) Curative Allocations. The allocations set forth in Section 5.2(C)(1)
through (8) (the "Regulatory Allocations") are intended to comply with certain
requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. The
Regulatory Allocations may not be consistent with the manner in which the
Partners intend to divide Partnership distributions. Accordingly, the General
Partner is authorized to further allocate Profits, Losses, and other items among
the Partners in a reasonable manner so as to prevent the Regulatory Allocations
from distorting the manner in which Partnership distributions would be divided
among the Partners under Section 5.3, but for application of the Regulatory
Allocations. In general, the reallocation will be accomplished by specially
allocating other Profits, Losses and items of income, gain, loss and deduction,
to the extent they exist, among the Partners so that the net amount of the
Regulatory Allocations and the special allocations to each Partner is zero. The
General Partner may accomplish this result in any reasonable manner that is
consistent with Code Section 704 and the related Treasury Regulations.

     (E) Tax Allocations.

     (1) Except as otherwise provided in Section 5.2(E)(2), each item of income,
gain, loss and deduction shall be allocated for federal income tax purposes in
the same manner as each correlative item of income, gain, loss or deduction, is
allocated for book purposes pursuant to the provisions of Section 5.1 hereof.

     (2) Notwithstanding anything to the contrary in this Article V, in an
attempt to eliminate any Book-Tax Disparity with respect to a Contributed
Property, items of income, gain, loss or deduction with respect to each such
property shall be allocated for federal income tax purposes among the Partners
as follows:

          (a) Depreciation, Amortization and Other Cost Recovery Items. In the
     case of each Contributed Property with a Book-Tax Disparity, any item of
     depreciation, amortization or other cost recovery allowance attributable to
     such property shall be allocated as follows: (x) first, to Partners (the
     "Non-Contributing Partners") other than the Partners who contributed such
     property to the Partnership (or are deemed to have contributed the property
     pursuant to Section 4.1(A)) (the "Contributing Partners") in an amount up
     to the book allocation of such items made to the Non-Contributing Partners
     pursuant to Section 5.1 hereof, pro rata in proportion to the respective
     amount of book items so allocated to the Non-Contributing Partners pursuant
     to Section 5.1 hereof; and (y) any remaining depreciation, amortization or
     other cost recovery allowance to the Contributing Partners in proportion to
     their Percentage Interests. In no event shall the total depreciation,
     amortization or other cost recovery allowance allocated hereunder exceed
     the amount of the Partnership's depreciation, amortization or other cost
     recovery allowance with respect to such property.

          (b) Gain or Loss on Disposition. In the event the Partnership sells or
     otherwise disposes of a Contributed Property with a Book-Tax Disparity, any
     gain or loss recognized by the Partnership in connection with such sale or
     other disposition shall be allocated among the Partners as follows: (x)
     first, any gain or loss shall be allocated to the Contributing Partners in
     proportion to their Percentage Interests to the extent required to
     eliminate any Book-Tax Disparity with respect to such property; and (y) any
     remaining gain or loss shall be allocated among the Partners in the same
     manner that the correlative items of book gain or loss are allocated among
     the Partners pursuant to Section 5.1 hereof.

     (3) In the event the Book Value of a Partnership Asset (including a
Contributed Property) is adjusted pursuant to Section 4.4(D) hereof, all items
of income, gain, loss or deduction in respect of such property shall be
allocated for federal income tax purposes among the Partners in the same manner
as provided in Section 5.2(E)(2) hereof to take into account any variation
between the fair market value of the property, as



                                      -21-


determined by the General Partner using such reasonable method of valuation as
it may adopt, and the Book Value of such property, both determined as of the
date of such adjustment.

     (4) The General Partner shall have the authority to elect alternative
methods to eliminate the Book-Tax Disparity with respect to one or more
Contributed Properties, as permitted by Treasury Regulations Sections 1.704-3
and 1.704-3T, and such election shall be binding on all of the Partners.

     (5) The Partners hereby intend that the allocation of tax items pursuant to
this Section 5.2(E) comply with the requirements of Code Section 704(c) and
Treasury Regulations Sections 1.704-3 and 1.704-3T.

     (6) The allocation of items of income, gain, loss or deduction pursuant to
this Section 5.2(E) are solely for federal, state and local income tax purposes,
and the Capital Account balances of the Partners shall be adjusted solely for
allocations of "book" items in respect of Partnership Assets pursuant to Section
5.1 hereof.

     (F) Other Allocation Rules. The following rules will apply to the
calculation and allocation of Profits, Losses and other items:

     (1) Except as otherwise provided in this Agreement, all Profits, Losses and
other items allocated to the Partners will be allocated among them in proportion
to their Percentage Interests.

     (2) For purposes of determining the Profits, Losses or any other item
allocable to any period, Profits, Losses and other items will be determined on a
daily, monthly or other basis, as determined by the General Partner using any
permissible method under Code Section 706 and the related Treasury Regulations.

     (3) Except as otherwise provided in this Agreement, all items of
Partnership income, gain, loss and deduction, and other allocations not provided
for in this Agreement will be divided among the Partners in the same proportions
as they share Profits and Losses, provided that any credits shall be allocated
in accordance with Treasury Regulations Section 1.704-1(b)(4)(ii).

     (4) For purposes of Treasury Regulations Section 1.752-3(a), the Partners
hereby agree that any Nonrecourse Liabilities of the Partnership in excess of
the sum of (i) the Partnership Minimum Gain and (ii) the aggregate amount of
taxable gain that would be allocated to the Partners under Section 704(c) (or in
the same manner as Section 704(c) in connection with a revaluation of
Partnership property) if the Partnership disposed of (in a taxable transaction)
all Partnership property subject to one or more Nonrecourse Liabilities of the
Partnership in full satisfaction of such Liabilities and for no other
consideration, shall be allocated among the Partners in accordance with their
respective Partnership Interests; provided that the General Partner shall have
discretion in any Fiscal Year to allocate such excess Nonrecourse Liabilities
among the Partners (a) in a manner reasonably consistent with allocations (that
have substantial economic effect) of some other significant item of Partnership
income or gain or (b) in accordance with the manner in which it is reasonably
expected that the deductions attributable to the excess Nonrecourse Liabilities
will be allocated.

     (G) Partner Acknowledgment. The Partners agree to be bound by the
provisions of this Section 5.2 in reporting their shares of Partnership income,
gain, loss, deduction and credit for income tax purposes.

     (H) Regulatory Compliance. The foregoing provisions of this Section 5.2
relating to the allocation of Profits, Losses and other items for federal income
tax purposes are intended to comply with Treasury Regulations Sections
1.704-1(b), 1.704-2, 1.704-3 and 1.704-3T and shall be interpreted and applied
in a manner consistent with such Treasury Regulations.

     (I) Class C Priority Allocation. The holders of the Class C Units shall be
allocated gross income such that, from the inception of the partnership through
the end of the Fiscal Year to which



                                      -22-


the allocation relates, including the year of liquidation of the Partnership in
accordance with Article X, the sum of all priority allocations pursuant to this
Section 5.2(I) equals (or approaches as nearly as possible) the sum of all Class
C Priority Return Amounts accrued through the end of the fiscal year to which
the allocation relates.

     (J) Class D Priority Allocation. The holders of Class D Units shall be
allocated gross income such that, from the inception of the partnership through
the end of the fiscal year to which the allocation relates, including the year
of liquidation of the Partnership in accordance with Article X, the sum of all
priority allocations pursuant to this Section 5.2(J) equals (or approaches as
nearly as possible) the sum of all Class D Priority Return Amounts accrued
through the end of the fiscal year to which the allocation relates.

     (K) Class E Priority Allocation. The holders of Class E Units shall be
allocated gross income such that, from the inception of the partnership through
the end of the fiscal year to which the allocation relates, including the year
of liquidation of the Partnership in accordance with Article X, the sum of all
priority allocations pursuant to this Section 5.2(K) equals (or approaches as
nearly as possible) the sum of all Class E Priority Return Amounts accrued
through the end of the fiscal year to which the allocation relates.

     (L) Class F Priority Allocation. The holders of Class F Units shall be
allocated gross income such that, from the inception of the partnership through
the end of the fiscal year to which the allocation relates, including the year
of liquidation of the Partnership in accordance with Article X, the sum of all
priority allocations pursuant to this Section 5.2(L) equals (or approaches as
nearly as possible) the sum of all Class F Priority Return Amounts accrued
through the end of the fiscal year to which the allocation relates.

     (M) Class G Priority Allocation. The holders of Class G Units shall be
allocated gross income such that, from the inception of the partnership through
the end of the fiscal year to which the allocation relates, including the year
of liquidation of the Partnership in accordance with Article X, the sum of all
priority allocations pursuant to this Section 5.2(M) equals (or approaches as
nearly as possible) the sum of all Class G Priority Return Amounts accrued
through the end of the fiscal year to which the allocation relates.

     (N) Class H Priority Allocation. The holders of Class H Units shall be
allocated gross income such that, from the inception of the partnership through
the end of the fiscal year to which the allocation relates, including the year
of liquidation of the Partnership in accordance with Article X, the sum of all
priority allocations pursuant to this Section 5.2(N) equals (or approaches as
nearly as possible) the sum of all Class H Priority Return Amounts accrued
through the end of the fiscal year to which the allocation relates.

     Section 5.3 Distributions.

     (A) The General Partner shall cause the Partnership to distribute to the
holder of each Class C Unit an amount in cash equal to the cumulative
undistributed Class C Priority Return Amount with respect to each such unit
(provided that the amount distributable pursuant to this Section 5.3(A) shall
not be in excess of the Distributable Cash) on March 31, June 30, September 30
and December 31 of each year, commencing on September 30, 1997 (or in the case
of a Class C Unit with a Class C Deemed Original Issue Date after September 30,
1997, on the first such distribution date following the applicable Class C
Deemed Original Issue Date); provided that, if any such distribution date shall
be a Saturday, Sunday or day on which banking institutions in the State of New
York are authorized or obligated by law to close, or a day which is declared a
national or New York State holiday (any of the foregoing, a "Non-business Day"),
then such distribution shall be made on the next succeeding day which is not a
Non-business Day. Class C Priority Return Amounts that are distributable with
respect to a period greater or less than a full Class C Distribution Period
shall be computed on the basis of a 360-day year consisting of 12 30-day months.

     (B) The General Partner shall cause the Partnership to distribute to the
holder of each Class D Unit an amount in cash equal to the cumulative
undistributed Class D Priority Return Amount with respect to each such unit
(provided that the amount distributable pursuant to this Section 5.3(B) shall
not be in excess of the Distributable Cash) on March 31, June 30, September 30
and December 31 of each year, commencing on March 31, 1998 (or in the case of a
Class D Unit with a Class D Deemed Original Issue Date



                                      -23-


after March 31, 1998, on the first such distribution date following the
applicable Class D Deemed Original Issue Date); provided that, if any such
distribution date shall be a Saturday, Sunday or day on which banking
institutions in the State of New York are authorized or obligated by law to
close, or a day which is declared a national or New York State holiday (any of
the foregoing, a "Non-business Day"), then such distribution shall be made on
the next succeeding day which is not a Non-business Day. Class D Priority Return
Amounts that are distributable with respect to a period greater or less than a
full Class D Distribution Period shall be computed on the basis of a 360-day
year consisting of 12 30-day months.

     (C) The General Partner shall cause the Partnership to distribute to the
holder of each Class E Unit an amount in cash equal to the cumulative
undistributed Class E Priority Return Amount with respect to each such unit
(provided that the amount distributable pursuant to this Section 5.3(C) shall
not be in excess of the Distributable Cash) on March 31, June 30, September 30
and December 31 of each year, commencing on June 30, 1998 (or in the case of a
Class E Unit with a Class E Deemed Original Issue Date after June 30, 1998, on
the first such distribution date following the applicable Class E Deemed
Original Issue Date); provided that, if any such distribution date shall be a
Saturday, Sunday or day on which banking institutions in the State of New York
are authorized or obligated by law to close, or a day which is declared a
national or New York State holiday (any of the foregoing, a "Non-business Day"),
then such distribution shall be made on the next succeeding day which is not a
Non-business Day. Class E Priority Return Amounts that are distributable with
respect to a period greater or less than a full Class E Distribution Period
shall be computed on the basis of a 360-day year consisting of 12 30-day months.

     (D) The General Partner shall cause the Partnership to distribute to the
holder of each Class F Unit an amount in cash equal to the cumulative
undistributed Class F Priority Return Amount with respect to each such unit
(provided that the amount distributable pursuant to this section 5.3(D) shall
not be in excess of the Distributable Cash) on each Class F Distribution Date.

     (E) The General Partner shall cause the Partnership to distribute to the
holder of each Class G Unit an amount in cash equal to the cumulative
undistributed Class G Priority Return Amount with respect to each such unit
(provided that the amount distributable pursuant to this section 5.3(E) shall
not be in excess of the Distributable Cash) on each Class G Distribution Date.

     (F) The General Partner shall cause the Partnership to distribute to the
holder of each Class H Unit an amount in cash equal to the cumulative
undistributed Class H Priority Return Amount with respect to each such unit
(provided that the amount distributable pursuant to this section 5.3(F) shall
not be in excess of the Distributable Cash) on each Class H Distribution Date.

     (G) After giving effect to Sections 5.3(A), (B), (C), (D), (E) and (F), if
applicable, the General Partner shall have the authority to cause the
Partnership to make distributions from time to time as it determines, including
without limitation, distributions which are sufficient to enable the General
Partner to (i) maintain its status as a REIT, (ii) avoid the imposition of any
tax under Code Section 857 and (iii) avoid the imposition of any excise tax
under Code Section 4981. Except as otherwise expressly set forth in this Section
5.3(G), all Distributions pursuant to this Section 5.3 shall be made on a pari
passu basis.

     (H) Distributions pursuant to Section 5.3(G) shall be made pro rata among
the Partners of record on the Record Date established by the General Partner for
the distribution, in accordance with their respective Percentage Interests,
without regard to the length of time the record holder has been such except that
the first distribution paid on Units issued after June 1, 1996 shall be pro
rated to reflect the actual portion of the period for which the distribution is
being paid during which such Units were outstanding, or shall be in such other
amount or computed on such other basis as may be agreed by the General Partner
and the holders of such Units, provided that such other amount or the amount so
computed, as applicable, may not exceed the aforementioned pro rated amount.

     (I) The General Partner shall use its reasonable efforts to make
distributions to the Partners so as to preclude any distribution or portion
thereof from being treated as part of a sale of property to



                                      -24-


the Partnership by a Partner under Section 707 of the Code or the Treasury
Regulations thereunder; provided that the General Partner and the Partnership
shall not have liability to a Limited Partner under any circumstances as a
result of any distribution to a Partner being so treated.

     Section 5.4 Distribution Upon Redemption. Notwithstanding any other
provision hereof, proceeds of (i) a Class C Redemption shall be distributed to
the Class C Limited Partner in accordance with Section 9.1(C), (ii) a Class D
Redemption shall be distributed to the Class D Limited Partner in accordance
with Section 9.1(D), (iii) a Class E Redemption shall be distributed to the
Class E Limited Partner in accordance with Section 9.1(E), (iv) a Class F
Redemption shall be distributed to the Class F Limited Partner in accordance
with Section 9.1(F), (v) a Class G Redemption shall be distributed to the Class
G Limited Partner in accordance with Section 9.1(G) and (vi) a Class H
Redemption shall be distributed to the Class H Limited Partner in accordance
with Section 9.1(H).

     Section 5.5 Distributions upon Liquidation. Notwithstanding any other
provision hereof, proceeds of a Terminating Capital Transaction shall be
distributed to the Partners in accordance with Section 10.2.

     Section 5.6 Amounts Withheld. All amounts withheld pursuant to the Code or
any provision of state or local tax law and Section 7.6 of this Agreement with
respect to any allocation, payment or distribution to the General Partner, the
Class C Limited Partner, the Class D Limited Partner, the Class E Limited
Partner, the Class F Limited Partner, the Class G Limited Partner, the Class H
Limited Partner, the Limited Partners or Assignees shall be treated as amounts
distributed to such General Partner, the Class C Limited Partner, the Class D
Limited Partner, the Class E Limited Partner, the Class F Limited Partner, the
Class G Limited Partner, the Class H Limited Partner, the Limited Partners or
Assignees, as applicable, pursuant to Section 5.3 of this Agreement.

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

                      ARTICLE VI - PARTNERSHIP MANAGEMENT

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

     Section 6.1 Management and Control of Partnership Business.

     (A) Except as otherwise expressly provided or limited by the provisions of
this Agreement, the General Partner shall have full, exclusive and complete
discretion to manage the business and affairs of the Partnership, to make all
decisions affecting the business and affairs of the Partnership and to take all
such action as it deems necessary or appropriate to accomplish the purposes of
the Partnership as set forth herein. Except as set forth in this Agreement, the
Limited Partners shall not have any authority, right, or power to bind the
Partnership, or to manage, or to participate in the management of the business
and affairs of the Partnership in any manner whatsoever. Such management shall
in every respect be the full and complete responsibility of the General Partner
alone as herein provided.

     (B) In carrying out the purposes of the Partnership, the General Partner
shall be authorized to take all actions it deems necessary and appropriate to
carry on the business of the Partnership. The Limited Partners, the Class C
Limited Partner, the Class D Limited Partner, the Class E Limited Partner, the
Class F Limited Partner, the Class G Limited Partner and the Class H Limited
Partner, by execution hereof, agree that the General Partner is authorized to
execute, deliver and perform any agreement and/or transaction on behalf of the
Partnership.

     (C) The General Partner and its Affiliates may acquire Limited Partner
Interests from Limited Partners who agree so to transfer Limited Partner
Interests or from the Partnership in accordance with Section 4.2(A). Any Limited
Partner Interest acquired by the General Partner shall be converted into a
General Partner Interest. Upon acquisition of any Limited Partner Interest, any
Affiliate of the General Partner shall have all the rights of a Limited Partner.



                                      -25-


     Section 6.2 No Management By Limited Partners; Limitation of Liability.

     (A) Neither the Limited Partners, in their capacity as Limited Partners,
the Class C Limited Partner, in its capacity as Class C Limited Partner, the
Class D Limited Partner, in its capacity as Class D Limited Partner, the Class E
Limited Partner, in its capacity as Class E Limited Partner, the Class F Limited
Partner, in its capacity as Class F Limited Partner, the Class G Limited
Partner, in its capacity as Class G Limited Partner, nor the Class H Limited
Partner, in its capacity as Class H Limited Partner, shall take part in the
day-to-day management, operation or control of the business and affairs of the
Partnership or have any right, power, or authority to act for or on behalf of or
to bind the Partnership or transact any business in the name of the Partnership.
Neither the Limited Partners, the Class C Limited Partner, in its capacity as
Class C Limited Partner, the Class D Limited Partner, in its capacity as Class D
Limited Partner, the Class E Limited Partner, in its capacity as Class E Limited
Partner, the Class F Limited Partner, in its capacity as Class F Limited
Partner, the Class G Limited Partner, in its capacity as Class G Limited
Partner, nor the Class H Limited Partner, in its capacity as Class H Limited
Partner, shall have any rights other than those specifically provided herein or
granted by law where consistent with a valid provision hereof. Any approvals
rendered or withheld by the Limited Partners, the Class C Limited Partner, the
Class D Limited Partner, the Class E Limited Partner, the Class F Limited
Partner, the Class G Limited Partner or the Class H Limited Partner pursuant to
this Agreement shall be deemed as consultation with or advice to the General
Partner in connection with the business of the Partnership and, in accordance
with the Act, shall not be deemed as participation by the Limited Partners, the
Class C Limited Partner, the Class D Limited Partner, the Class E Limited
Partner, the Class F Limited Partner, the Class G Limited Partner or the Class H
Limited Partner in the business of the Partnership and are not intended to
create any inference that the Limited Partners, the Class C Limited Partner, the
Class D Limited Partner, the Class E Limited Partner, the Class F Limited
Partner, the Class G Limited Partner or the Class H Limited Partner should be
classified as general partners under the Act.

     (B) Neither the Limited Partner, the Class C Limited Partner, the Class D
Limited Partner, the Class E Limited Partner, the Class F Limited Partner, the
Class G Limited Partner nor the Class H Limited Partner, shall have any
liability under this Agreement except with respect to withholding under Section
7.6, in connection with a violation of any provision of this Agreement by such
Limited Partner, the Class C Limited Partner, the Class D Limited Partner, the
Class E Limited Partner, the Class F Limited Partner, the Class G Limited
Partner or the Class H Limited Partner or as provided in the Act.

     (C) The General Partner shall not take any action which would subject a
Limited Partner (in its capacity as Limited Partner), the Class C Limited
Partner (in its capacity as Class C Limited Partner), the Class D Limited
Partner (in its capacity as Class D Limited Partner), the Class E Limited
Partner (in its capacity as Class E Limited Partner), the Class F Limited
Partner (in its capacity as Class F Limited Partner), the Class G Limited
Partner (in its capacity as Class G Limited Partner) or the Class H Limited
Partner (in its capacity as Class H Limited Partner) to liability as a general
partner.

     Section 6.3 Limitations on Partners.

     (A) No Partner or Affiliate of a Partner shall have any authority to
perform (i) any act in violation of any applicable law or regulation thereunder,
(ii) any act prohibited by Section 6.2(C), or (iii) any act which is required to
be Consented to or ratified pursuant to this Agreement without such Consent or
ratification.

     (B) No action shall be taken by a Partner if it would cause the Partnership
to be treated as an association taxable as a corporation for federal income tax
purposes or, without the consent of the General Partner, as a publicly-traded
partnership within the meaning of Section 7704 of the Code. A determination of
whether such action will have the above described effect shall be based upon a
declaratory judgment or similar relief obtained from a court of competent
jurisdiction, a favorable ruling from the IRS or the receipt of an opinion of
counsel.



                                      -26-


     Section 6.4 Business with Affiliates.

     (A) The General Partner, in its discretion, may cause the Partnership to
transact business with any Partner or its Affiliates for goods or services
reasonably required in the conduct of the Partnership's business; provided that
any such transaction shall be effected only on terms competitive with those that
may be obtained in the marketplace from unaffiliated Persons. The foregoing
proviso shall not apply to transactions between the Partnership and its
Subsidiaries. In addition, neither the General Partner nor any Affiliate of the
General Partner may sell, transfer or otherwise convey any property to, or
purchase any property from, the Partnership, except (i) on terms competitive
with those that may be obtained in the marketplace from unaffiliated Persons or
(ii) where the General Partner determines, in its sole judgment, that such sale,
transfer or conveyance confers benefits on the General Partner or the
Partnership in respect of matters of tax or corporate or financial structure;
provided, in the case of this clause (ii), such sale, transfer, or conveyance is
not being effected for the purpose of materially disadvantaging the Limited
Partners.

     (B) In furtherance of Section 6.4(A), the Partnership may lend or
contribute to its Subsidiaries on terms and conditions established by the
General Partner.

     Section 6.5 Compensation; Reimbursement of Expenses. In consideration for
the General Partner's services to the Partnership in its capacity as General
Partner, the Partnership shall pay on behalf of or reimburse to the General
Partner (i) all expenses of the General Partner incurred in connection with the
management of the business and affairs of the Partnership, including all
employee compensation of employees of the General Partner and indemnity or other
payments made pursuant to agreements entered into in furtherance of the
Partnership's business, (ii) all amounts payable by the General Partner under
the Registration Rights Agreement and (iii) all general and administrative
expenses incurred by the General Partner. Except as otherwise set forth in this
Agreement, the General Partner shall be fully and entirely reimbursed by the
Partnership for any and all direct and indirect costs and expenses incurred in
connection with the organization and continuation of the Partnership pursuant to
this Agreement. In addition, the General Partner shall be reimbursed for all
expenses incurred by the General Partner in connection with (i) the initial
public offering of REIT Shares by the General Partner and (ii) any other
issuance of additional Partnership Interests or REIT Shares.

     Section 6.6 Liability for Acts and Omissions.

     (A) The General Partner shall not be liable, responsible or accountable in
damages or otherwise to the Partnership or any of the other Partners for any act
or omission performed or omitted in good faith on behalf of the Partnership and
in a manner reasonably believed to be (i) within the scope of the authority
granted by this Agreement and (ii) in the best interests of the Partnership or
the stockholders of the General Partner. In exercising its authority hereunder,
the General Partner may, but shall not be under any obligation to, take into
account the tax consequences to any Partner of any action it undertakes on
behalf of the Partnership. Neither the General Partner nor the Partnership shall
have any liability as a result of any income tax liability incurred by a Partner
as a result of any action or inaction of the General Partner hereunder and, by
their execution of this Agreement, the Limited Partners acknowledge the
foregoing.

     (B) Unless otherwise prohibited hereunder, the General Partner shall be
entitled to exercise any of the powers granted to it and perform any of the
duties required of it under this Agreement directly or through any agent. The
General Partner shall not be responsible for any misconduct or negligence on the
part of any agent; provided that the General Partner selected or appointed such
agent in good faith.

     The General Partner acknowledges that it owes fiduciary duties both to its
stockholders and to the Limited Partners and it shall use its reasonable efforts
to discharge such duties to each; provided, however, that in the event of a
conflict between the interests of the stockholders of the General Partner and
the interests of the Limited Partners, the Limited Partners agree that the
General Partner shall discharge its fiduciary duties to the Limited Partners by
acting in the best interests of the General Partner's stockholders. Nothing
contained in the preceding sentence shall be construed as entitling the General
Partner to realize any profit or gain from any transaction between the General
Partner and the Partnership (except in connection with a distribution in
accordance with this



                                      -27-


Agreement), including from the lending of money by the General Partner to the
Partnership or the contribution of property by the General Partner to the
Partnership, it being understood that in any such transaction the General
Partner shall be entitled to cost recovery only.

     Section 6.7 Indemnification.

     (A) The Partnership shall indemnify the General Partner and each director,
officer and stockholder of the General Partner and each Person (including any
Affiliate) designated as an agent by the General Partner in its reasonable
discretion (each, an "Indemnified Party") to the fullest extent permitted under
the Act (including any procedures set forth therein regarding advancement of
expenses to such Indemnified Party) from and against any and all losses, claims,
damages, liabilities, expenses (including reasonable attorneys' fees),
judgments, fines, settlements and any other amounts arising out of or in
connection with any claims, demands, actions, suits or proceedings (civil,
criminal or administrative) relating to or resulting (directly or indirectly)
from the operations of the Partnership, in which such Indemnified Party becomes
involved, or reasonably believes it may become involved, as a result of the
capacity referred to above.

     (B) The Partnership shall have the authority to purchase and maintain such
insurance policies on behalf of the Indemnified Parties as the General Partner
shall determine, which policies may cover those liabilities the General Partner
reasonably believes may be incurred by an Indemnified Party in connection with
the operation of the business of the Partnership. The right to procure such
insurance on behalf of the Indemnified Parties shall in no way mitigate or
otherwise affect the right of any such Indemnified Party to indemnification
pursuant to Section 6.7(A) hereof.

     (C) The provisions of this Section 6.7 are for the benefit of the
Indemnified Parties, their heirs, successors, assigns and administrators and
shall not be deemed to create any rights in or benefit to any other Person.

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

            ARTICLE VII - ADMINISTRATIVE, FINANCIAL AND TAX MATTERS

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

     Section 7.1 Books and Records. The General Partner shall maintain at the
office of the Partnership full and accurate books of the Partnership showing all
receipts and expenditures, assets and liabilities, profits and losses, names and
current addresses of Partners, and all other records necessary for recording the
Partnership's business and affairs. Each Limited Partner shall have, upon
written demand and at such Limited Partner's expense, the right to receive true
and complete information regarding Partnership matters to the extent required
(and subject to the limitations) under Delaware law.

     Section 7.2 Annual Audit and Accounting. The books and records of the
Partnership shall be kept for financial and tax reporting purposes on the
accrual basis of accounting in accordance with generally accepted accounting
principles ("GAAP"). The accounts of the Partnership shall be audited annually
by a nationally recognized accounting firm of independent public accountants
selected by the General Partner (the "Independent Accountants").

     Section 7.3 Partnership Funds. The General Partner shall have
responsibility for the safekeeping and use of all funds and assets of the
Partnership, whether or not in its direct or indirect possession or control. All
funds of the Partnership not otherwise invested shall be deposited in one or
more accounts maintained in such banking institutions as the General Partner
shall determine, and withdrawals shall be made only in the regular course of
Partnership business on such signatures as the General Partner may from time to
time determine.

     Section 7.4 Reports and Notices. The General Partner shall provide all
Partners with the following reports no later than the dates indicated or as soon
thereafter as circumstances permit:



                                      -28-


     (A) By March 31 of each year, IRS Form 1065 and Schedule K-1, or similar
forms as may be required by the IRS, stating each Partner's allocable share of
income, gain, loss, deduction or credit for the prior Fiscal Year;

     (B) Within ninety (90) days after the end of each of the first three (3)
fiscal quarters, as of the last day of the fiscal quarter, a report containing
unaudited financial statements of the Partnership, or of the General Partner if
such statements are prepared on a consolidated basis with the General Partner,
and such other information as may be legally required or determined to be
appropriate by the General Partner; and

     (C) Within one hundred twenty (120) days after the end of each Fiscal Year,
as of the close of the Fiscal Year, an annual report containing audited
financial statements of the Partnership, or of the General Partner if such
statements are prepared on a consolidated basis with the General Partner,
presented in accordance with GAAP and certified by the Independent Accountants.

     Section 7.5 Tax Matters.

     (A) The General Partner shall be the Tax Matters Partner of the Partnership
for federal income tax matters pursuant to Code Section 6231(a)(7)(A). The Tax
Matters Partner is authorized and required to represent the Partnership (at the
expense of the Partnership) in connection with all examinations of the affairs
of the Partnership by any federal, state, or local tax authorities, including
any resulting administrative and judicial proceedings, and to expend funds of
the Partnership for professional services and costs associated therewith. The
Tax Matters Partner shall deliver to the Limited Partners within ten (10)
business days of the receipt thereof a copy of any notice or other communication
with respect to the Partnership received from the IRS (or other governmental tax
authority), or any court, in each case with respect to any administrative or
judicial proceeding involving the Partnership. The Partners agree to cooperate
with each other in connection with the conduct of all proceedings pursuant to
this Section 7.5(A).

     (B) The Tax Matters Partner shall receive no compensation for its services
in such capacity. If the Tax Matters Partner incurs any costs related to any tax
audit, declaration of any tax deficiency or any administrative proceeding or
litigation involving any Partnership tax matter, such amount shall be an expense
of the Partnership and the Tax Matters Partner shall be entitled to full
reimbursement therefor.

     (C) The General Partner shall cause to be prepared all federal, state and
local income tax returns required of the Partnership at the Partnership's
expense.

     (D) Except as set forth herein, the General Partner shall determine whether
to make (and, if necessary, revoke) any tax election available to the
Partnership under the Code or any state tax law; provided, however, upon the
request of any Partner, the General Partner shall make the election under Code
Section 754 and the Treasury Regulations promulgated thereunder. The Partnership
shall elect to deduct expenses, if any, incurred by it in organizing the
Partnership in accordance with the provisions of Code Section 709.

     Section 7.6 Withholding. Each Partner hereby authorizes the Partnership to
withhold from or pay to any taxing authority on behalf of such Partner any tax
that the General Partner determines the Partnership is required to withhold or
pay with respect to any amount distributable or allocable to such Partner. Any
amount paid to any taxing authority which does not constitute a reduction in the
amount otherwise distributable to such Partner shall be treated as a loan from
the Partnership to such Partner, which loan shall bear interest at the "prime
rate" as published from time to time in The Wall Street Journal plus two (2)
percentage points, and shall be repaid within ten (10) business days after
request for repayment from the General Partner. The obligation to repay any such
loan shall be secured by such Partner's Partnership Interest and each Partner
hereby grants the Partnership a security interest in his Partnership Interest
for the purposes set forth in this Section 7.6, this Section 7.6 being intended
to serve as a security agreement for purposes of the Uniform Commercial Code
with the General Partner having in respect hereof all of the remedies of a
secured party under the Uniform Commercial Code. Each Partner agrees to take
such reasonable actions as the General Partner may request to perfect and
continue the perfection of the security interest granted hereby. In the event
any Partner fails to repay any deemed loan pursuant to this Section 7.6 the
Partnership



                                      -29-


shall be entitled to avail itself of any rights and remedies it may have.
Furthermore, upon the expiration of ten (10) business days after demand for
payment, the General Partner shall have the right, but not the obligation, to
make the payment to the Partnership on behalf of the defaulting Partner and
thereupon be subrogated to the rights of the Partnership with respect to such
defaulting Partner.

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

    ARTICLE VIII - TRANSFER OF PARTNERSHIP INTERESTS; ADMISSIONS OF PARTNERS

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

     Section 8.1 Transfer By General Partner. The General Partner may not
voluntarily withdraw or Transfer all or any portion of its General Partner
Interest. Notwithstanding the foregoing, the General Partner may pledge its
General Partner Interest in furtherance of the Partnership's business (including
without limitation, in connection with a loan agreement under which the
Partnership is a borrower) without the consent of any Partner.

     Section 8.2 Obligations of a Prior General Partner. Upon an Involuntary
Withdrawal of the General Partner and the subsequent Transfer of the General
Partner's Interest, such General Partner shall (i) remain liable for all
obligations and liabilities (other than Partnership liabilities payable solely
from Partnership Assets) incurred by it as General Partner before the effective
date of such event and (ii) pay all costs associated with the admission of its
Successor General Partner. However, such General Partner shall be free of and
held harmless by the Partnership against any obligation or liability incurred on
account of the activities of the Partnership from and after the effective date
of such event, except as provided in this Agreement.

     Section 8.3 Successor General Partner. A successor to all of a General
Partner's General Partner Interest who is proposed to be admitted to the
Partnership as a Successor General Partner shall be admitted as the General
Partner, effective upon the Transfer. Any such transferee shall carry on the
business of the Partnership without dissolution. In addition, the following
conditions must be satisfied:

     (A) The Person shall have accepted and agreed to be bound by all the terms
and provisions of this Agreement by executing a counterpart thereof and such
other documents or instruments as may be required or appropriate in order to
effect the admission of such Person as a General Partner; and

     (B) An amendment to this Agreement evidencing the admission of such Person
as a General Partner shall have been executed by all General Partners and an
amendment to the Certificate shall have been filed for recordation as required
by the Act.

     (C) Any consent required under Section 10.1(A) hereof shall have been
obtained.

     Section 8.4 Restrictions On Transfer And Withdrawal By Limited Partner.

     (A) Subject to the provisions of Section 8.4(D), no Limited Partner may
Transfer all or any portion of his Partnership Interest without first obtaining
the Consent of the General Partner, which Consent may be granted or withheld in
the sole and absolute discretion of the General Partner. Any such purported
transfer undertaken without such Consent shall be considered to be null and void
ab initio and shall not be given effect. Each Limited Partner acknowledges that
the General Partner has agreed not to grant any such consent prior to the
Transfer Restriction Date.

     (B) No Limited Partner may withdraw from the Partnership other than as a
result of a permitted Transfer (i.e., a Transfer consented to as contemplated by
clause (A) above or clause (D) below or a Transfer pursuant to clause (C) below)
of all of his Partnership Units pursuant to this Article VIII or pursuant to a
redemption or exchange of all of his Partnership Units pursuant to Article IX.
Upon the permitted Transfer or redemption of all of a Limited Partner's
Partnership Units, such Limited Partner shall cease to be a Limited Partner.



                                      -30-


     (C) Upon the Involuntary Withdrawal of any Limited Partner (which shall
under no circumstance cause the dissolution of the Partnership), the executor,
administrator, trustee, guardian, receiver or conservator of such Limited
Partner's estate shall become a Substituted Limited Partner upon compliance with
the provisions of Section 8.5(A)(1)-(3).

     (D) Subject to Section 8.4(E), a Limited Partner may Transfer, with the
Consent of the General Partner, all or a portion of his Partnership Units to (a)
a parent or parents, spouse, natural or adopted descendant or descendants,
spouse of such a descendant, or brother or sister, or a trust created by such
Limited Partner for the benefit of such Limited Partner and/or any such
person(s), of which trust such Limited Partner or any such person(s) is a
trustee, (b) a corporation controlled by a Person or Persons named in (a) above,
or (c) if the Limited Partner is an entity, its beneficial owners, and the
General Partner shall grant its Consent to any Transfer pursuant to this Section
8.4(D) unless such Transfer, in the reasonable judgment of the General Partner,
would cause (or have the potential to cause) the General Partner to fail to
qualify for taxation as a REIT, in which case the General Partner shall have the
absolute right to refuse to permit such Transfer, and any purported Transfer in
violation of this Section 8.4(D) shall be null and void ab initio.

     (E) No Transfer of Limited Partnership Units shall be made if such Transfer
would (i) in the opinion of Partnership counsel, cause the Partnership to be
terminated for federal income tax purposes or to be treated as an association
taxable as a corporation (rather than a partnership) for federal income tax
purposes; (ii) be effected through an "established securities market" or a
"secondary market (or the substantial equivalent thereof)" within the meaning of
Code Section 7704 and the Treasury Regulations thereunder, (iii) in the opinion
of Partnership counsel, violate the provisions of applicable securities laws;
(iv) violate the terms of (or result in a default or acceleration under) any
law, rule, regulation, agreement or commitment binding on the Partnership; (v)
cause the Partnership to become, with respect to any employee benefit plan
subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14)
of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the
Code); (vi) in the opinion of counsel to the Partnership, cause any portion of
the underlying assets of the Partnership to constitute assets of any employee
benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; or
(vii) result in a deemed distribution to any Partner attributable to a failure
to meet the requirements of Treasury Regulations Section 1.752-2(d)(1), unless
such Partner consents thereto.

     (F) Prior to the consummation of any Transfer under this Section 8.4, the
transferor and/or the transferee shall deliver to the General Partner such
opinions, certificates and other documents as the General Partner shall request
in connection with such Transfer.

     Section 8.5 Substituted Limited Partner.

     (A) No transferee shall become a Substituted Limited Partner in place of
his assignor unless and until the following conditions have been satisfied:

     (1) The assignor and transferee file a Notice or other evidence of Transfer
and such other information reasonably required by the General Partner,
including, without limitation, names, addresses and telephone numbers of the
assignor and transferee;

     (2) The transferee executes, adopts and acknowledges this Agreement, or a
counterpart hereto, and such other documents as may be reasonably requested by
the General Partner, including without limitation, all documents necessary to
comply with applicable tax and/or securities rules and regulations;

     (3) The assignor or transferee pays all costs and fees incurred or charged
by the Partnership to effect the Transfer and substitution; and

     (4) The assignor or transferee obtains the written Consent of the General
Partner, which may be given or withheld in its sole and absolute discretion.



                                      -31-


     (5) If a transferee of a Limited Partner does not become a Substituted
Limited Partner pursuant to Section 8.5(A), such transferee shall be an Assignee
and shall not have any rights to require any information on account of the
Partnership's business, to inspect the Partnership's books or to vote or
otherwise take part in the affairs of the Partnership (such Partnership Units
being deemed to have been voted in the same proportion as all other Partnership
Units held by Limited Partners have been voted). Such Assignee shall be
entitled, however, to all the rights of an assignee of a limited partnership
interest under the Act. Any Assignee wishing to Transfer the Partnership Units
acquired shall be subject to the restrictions set forth in this Article VIII.

     Section 8.6 Timing and Effect of Transfers. Unless the General Partner
agrees otherwise, Transfers under this Article VIII may only be made as of the
first day of a fiscal quarter of the Partnership. Upon any Transfer of a
Partnership Interest in accordance with this Article VIII or redemption of a
Partnership Interest in accordance with Article IX, the Partnership shall
allocate all items of Profit and Loss between the assignor Partner and the
transferee Partner in accordance with Section 5.2(F)(2) hereof. The assignor
Partner shall have the right to receive all distributions as to which the Record
Date precedes the date of Transfer and the transferee Partner shall have the
right to receive all distributions thereafter.

     Section 8.7 Additional Limited Partners. Other than in accordance with the
transactions specified in the Contribution Agreements, after the initial
execution of this Agreement and the admission to the Partnership of the Initial
Limited Partners, any Person making a Capital Contribution to the Partnership in
accordance herewith shall be admitted as an Additional Limited Partner of the
Partnership only (i) with the Consent of the General Partner and (ii) upon
execution, adoption and acknowledgment of this Agreement, or a counterpart
hereto, and such other documents as may be reasonably requested by the General
Partner, including without limitation, the power of attorney required under
Section 12.3. Upon satisfaction of the foregoing requirements, such Person shall
be admitted as an Additional Limited Partner effective on the date upon which
the name of such Person is recorded on the books of the Partnership.

     Section 8.8 Amendment of Agreement and Certificate. Upon any admission of a
Person as a Partner to the Partnership, the General Partner shall make any
necessary amendment to this Agreement to reflect such admission and, if required
by the Act, to cause to be filed an amendment to the Certificate.

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

                            ARTICLE IX - REDEMPTION

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

     Section 9.1 Right of Redemption.

     (A) Subject to any restriction on the General Partner, which restriction
may arise as a result of the REIT Charter, the laws governing the General
Partner or otherwise (a "Redemption Restriction"), beginning on the Redemption
Effective Date, during each Redemption Period each Redeeming Party shall have
the right to require the Partnership to redeem all or a portion of the
Partnership Units held by such Redeeming Party by providing the General Partner
with a Redemption Notice. A Limited Partner may invoke its rights under this
Article IX with respect to 100 Partnership Units or an integral multiple thereof
or all of the Partnership Units held by such Limited Partner. Upon the General
Partner's receipt of a Redemption Notice from a Redeeming Party, the Partnership
shall be obligated (subject to the existence of any Redemption Restriction) to
redeem the Partnership Units from such Redeeming Party (the "Redemption
Obligation").

     (B) Upon receipt of a Redemption Notice from a Redeeming Party, the General
Partner shall either (i) cause the Partnership to redeem the Partnership Units
tendered in the Redemption Notice, (ii) assume the Redemption Obligation, as set
forth in Section 9.4 hereof, or (iii) provide written Notice to the Redeeming
Party of each applicable Redemption Restriction.

     (C) On and after June 6, 2007 at any time or from time to time, the
Partnership may redeem all or such other number of Class C Units (any such
redemption, a "Class C Redemption") at a cash redemption price per Class C Unit
equal to that portion of the Capital Contribution of the Class C Limited



                                      -32-


Partner allocable to each such unit, plus all accumulated and unpaid Class C
Priority Return Amounts to the date of Class C Redemption (such price, the
"Class C Redemption Price"). Upon any Class C Redemption, an amount equal to the
product of the Class C Redemption Price and the number of Class C Units redeemed
by the Partnership shall be distributed by the Partnership to the Class C
Limited Partner.

     (D) On and after February 4, 2003 at any time or from time to time, the
Partnership may redeem all or such other number of Class D Units (any such
redemption, a "Class D Redemption") at a cash redemption price per Class D Unit
equal to that portion of the Capital Contribution of the Class D Limited Partner
allocable to each such unit, plus all accumulated and unpaid Class D Priority
Return Amounts to the date of Class D Redemption (such price, the "Class D
Redemption Price"). Upon any Class D Redemption, an amount equal to the product
of the Class D Redemption Price and the number of Class D Units redeemed by the
Partnership shall be distributed by the Partnership to the Class D Limited
Partner. The Class D Redemption Price (other than the portion thereof consisting
of accumulated and unpaid Class D Priority Return Amounts) is payable solely out
of the sale proceeds of an issuance of capital stock of the General Partner. For
purposes of the immediately preceding sentence "capital stock" means any common
stock, preferred stock, depositary shares, interests, participations or other
ownership interests (however designated) and any rights (other than debt
securities convertible into or exchangeable for equity interests or options to
purchase any of the foregoing).

     (E) On and after March 18, 2003 at any time or from time to time, the
Partnership may redeem all or such other number of Class E Units (any such
redemption, a "Class E Redemption") at a cash redemption price per Class E Unit
equal to that portion of the Capital Contribution of the Class E Limited Partner
allocable to each such unit, plus all accumulated and unpaid Class E Priority
Return Amounts to the date of Class E Redemption (such price, the "Class E
Redemption Price"). Upon any Class E Redemption, an amount equal to the product
of the Class E Redemption Price and the number of Class E Units redeemed by the
Partnership shall be distributed by the Partnership to the Class E Limited
Partner. The Class E Redemption Price (other than the portion thereof consisting
of accumulated and unpaid Class E Priority Return Amounts) is payable solely out
of the sale proceeds of an issuance of capital stock of the General Partner. For
purposes of the immediately preceding sentence "capital stock" means any common
stock, preferred stock, depositary shares, interests, participations or other
ownership interests (however designated) and any rights (other than debt
securities convertible into or exchangeable for equity interests or options to
purchase any of the foregoing).

     (F) The Partnership may redeem all or such other number of Class F Units
(any such redemption, a "Class F Redemption") on any applicable date of
redemption of any Class F Preferred Shares, at a cash redemption price per Class
F Unit equal to that portion of the Capital Contribution of the Class F Limited
Partner allocable to each such unit, plus all accumulated and unpaid Class F
Priority Return Amounts to the date of Class F Redemption (such price, the
"Class F Redemption Price"). Upon any Class F Redemption, an amount equal to the
product of the Class F Redemption Price and the number of Class F Units redeemed
by the Partnership shall be distributed by the Partnership to the Class F
Limited Partner.

     (G) The Partnership may redeem all or such other number of Class G Units
(any such redemption, a "Class G Redemption") on any applicable date of
redemption of any Class G Preferred Shares, at a cash redemption price per Class
G Unit equal to that portion of the Capital Contribution of the Class G Limited
Partner allocable to each such unit, plus all accumulated and unpaid Class G
Priority Return Amounts to the date of Class G Redemption (such price, the
"Class G Redemption Price"). Upon any Class G Redemption, an amount equal to the
product of the Class G Redemption Price and the number of Class G Units redeemed
by the Partnership shall be distributed by the Partnership to the Class G
Limited Partner.

     (H) The Partnership may redeem all or such other number of Class H Units
(any such redemption, a "Class H Redemption") on any applicable date of
redemption of any Class H Preferred Shares, at a cash redemption price per Class
H Unit equal to that portion of the Capital Contribution of the Class H Limited
Partner allocable to each such unit multiplied by the redemption premium then
applicable to the Class H Preferred Shares, plus all accumulated and unpaid
Class H Priority Return Amounts to the date of Class H Redemption (such price,
the "Class H Redemption Price"). Upon any Class H Redemption, an amount equal to


                                      -33-


the product of the Class H Redemption Price and the number of Class H Units
redeemed by the Partnership shall be distributed by the Partnership to the Class
H Limited Partner.

     Section 9.2 Timing of Redemption. The Redemption Obligation (or the
obligation to provide Notice of an applicable Redemption Restriction, if one
exists) shall mature on the date which is seven (7) business days after the
receipt by the General Partner of a Redemption Notice from the Redeeming Party
(the "Redemption Date").

     Section 9.3 Redemption Price. On or before the Redemption Date, the
Partnership (or the General Partner if it elects pursuant to Section 9.4 hereof)
shall deliver to the Redeeming Party, in the sole and absolute discretion of the
General Partner either (i) a Share Payment or (ii) a Cash Payment. In order to
enable the Partnership to effect a redemption by making a Share Payment pursuant
to this Section 9.3, the General Partner in its sole and absolute discretion may
issue to the Partnership the number of REIT Shares required to make such Share
Payment in exchange for the issuance to the General Partner of Partnership Units
equal in number to the quotient of the number of REIT Shares issued and
Conversion Factor.

     Section 9.4 Assumption of Redemption Obligation. Upon receipt of a
Redemption Notice, the General Partner, in its sole and absolute discretion,
shall have the right to assume the Redemption Obligation of the Partnership. In
such case, the General Partner shall be substituted for the Partnership for all
purposes of this Article IX and, upon acquisition of the Partnership Units
tendered by the Redeeming Party pursuant to the Redemption Notice shall be
treated for all purposes of this Agreement as the owner of such Partnership
Units. Such exchange transaction shall be treated for federal income tax
purposes by the Partnership, the General Partner and the Redeeming Party as a
sale by the Redeeming Party as seller to the General Partner as purchaser.

     Section 9.5 Further Assurances; Certain Representations. Each party to this
Agreement agrees to execute any documents deemed reasonably necessary by the
General Partner to evidence the issuance of any Share Payment to a Redeeming
Party. Notwithstanding anything herein to the contrary, each holder of First
Highland Units agrees that, if the General Partner shall elect to satisfy a
Redemption Obligation with respect to First Highland Units by making a Share
Payment, such Redemption Obligation shall mature on the date which is seven (7)
business days after receipt by the Partnership and the General Partner of
documents similar to the "Investor Materials" submitted in connection with the
sale of the First Highland Properties to the Partnership and any other similar
documents reasonably required by, and in form reasonably satisfactory to, the
Partnership. Each Limited Partner, by executing this Agreement, shall be deemed
to have represented to the General Partner and the Partnership that (i) its
acquisition of its Partnership Interest on the date hereof is made as a
principal for its own account, for investment purposes only and not with a view
to the resale or distribution of such Partnership Interest and (ii) if it shall
receive REIT Shares pursuant to this Article IX other than pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
that its acquisition of such REIT Shares is made as a principal for its own
account, for investment purposes only and not with a view to the resale or
distribution of such REIT Shares and agrees that such REIT Shares may bear a
legend to the effect that such REIT Shares have not been so registered and may
not be sold other than pursuant to such a registration statement or an exemption
from the registration requirements of such Act.

     Section 9.6 Effect of Redemption. Upon the satisfaction of the Redemption
Obligation by the Partnership or the General Partner, as the case may be, the
Redeeming Party shall have no further right to receive any Partnership
distributions in respect of the Partnership Units so redeemed and shall be
deemed to have represented to the Partnership and the General Partner that the
Partnership Units tendered for redemption are not subject to any liens, claims
or encumbrances. Upon a Class C Redemption by the Partnership, the Class C
Limited Partner shall have no further right to receive any Partnership
distributions or allocations in respect of the Class C Units so redeemed. Upon a
Class D Redemption by the Partnership, the Class D Limited Partner shall have no
further



                                      -34-


right to receive any Partnership distributions in respect of the Class D Units
so redeemed. Upon a Class E Redemption by the Partnership, the Class E Limited
Partner shall have no further right to receive any Partnership distributions in
respect of the Class E Units so redeemed. Upon a Class F Redemption by the
Partnership, the Class F Limited Partner shall have no further right to receive
any Partnership distributions in respect of the Class F Units so redeemed. Upon
a Class G Redemption by the Partnership, the Class G Limited Partner shall have
no further right to receive any Partnership distributions in respect of the
Class G Units so redeemed. Upon a Class H Redemption by the Partnership, the
Class H Limited Partner shall have no further right to receive any Partnership
distributions in respect of the Class H Units so redeemed.

     Section 9.7 Registration Rights. In the event a Limited Partner receives
REIT Shares in connection with a redemption of Partnership Units originally
issued to Initial Limited Partners on June 30, 1994 pursuant to this Article IX,
such Limited Partner shall be entitled to have such REIT Shares registered under
the Securities Act of 1933, as amended, as provided in the Registration Rights
Agreement.

     Section 9.8 Redemption upon REIT Share Repurchases by the General Partner.
If the General Partner acquires outstanding REIT Shares then the Partnership
shall redeem from the General Partner the General Partner's interest in the
Partnership representing such acquired REIT Shares and pay to the General
Partner, in cash, an amount equal to the consideration, if any, paid by or for
the account of the General Partner for the acquired REIT Shares. The Partnership
shall make such cash payment, if any, to the General Partner within three (3)
business days after the General Partner notifies the Partnership that the
General Partner is committed to acquiring REIT Shares and requests payment under
this Section 9.8. Any REIT Shares acquired by the General Partner that are
thereafter disposed of by the General Partner (which term shall not include
cancellation) shall for the purposes of Sections 4.2(B) and (C), be deemed
issued at the time of such disposition.

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

                    ARTICLE X - DISSOLUTION AND LIQUIDATION

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

     Section 10.1 Term and Dissolution. The Partnership commenced as of November
23, 1993, and shall continue until December 31, 2092, at which time the
Partnership shall dissolve or until dissolution occurs prior to that date for
any one of the following reasons:

     (A) An Involuntary Withdrawal or a voluntary withdrawal, even though in
violation of this Agreement, of the General Partner unless, within ninety (90)
days after such event of withdrawal all the remaining Partners agree in writing
to the continuation of the Partnership and to the appointment of a Successor
General Partner;

     (B) Entry of a decree of judicial dissolution of the Partnership under the
Act; or

     (C) The sale, exchange or other disposition of all or substantially all of
the Partnership Assets.

     Section 10.2 Liquidation of Partnership Assets.

     (A) Subject to Section 10.2(E), in the event of dissolution pursuant to
Section 10.1, the Partnership shall continue solely for purposes of winding up
the affairs of, achieving a final termination of, and satisfaction of the
creditors of, the Partnership. The General Partner (or, if there is no General
Partner remaining, any Person elected by a majority in interest of the Limited
Partners (the "Liquidator")) shall be responsible for oversight of the winding
up and dissolution of the Partnership. The Liquidator shall obtain a full
accounting of the assets and liabilities of the Partnership and such Partnership
Assets shall be liquidated (including, at the discretion of the Liquidator, in
exchange, in whole or in part, for REIT Shares) as promptly as the Liquidator is
able to do so without any undue loss in value, with the proceeds therefrom
applied and distributed in the following order:

     (1) First, to the discharge of Partnership debts and liabilities to
creditors other than Partners;

     (2) Second, to the discharge of Partnership debts and liabilities to the
Partners;



                                      -35-


     (3) Third, after giving effect to all contributions, distributions, and
allocations for all periods, to (i) the Class C Limited Partner in an amount
equal to any unpaid Class C Priority Return Amounts, (ii) the Class D Limited
Partner in an amount equal to any unpaid Class D Priority Return Amounts, (iii)
the Class E Limited Partner in an amount equal to any unpaid Class E Priority
Return Amounts, (iv) the Class F Limited Partner in an amount equal to any
unpaid Class F Priority Return Amounts, (v) the Class G Limited Partner in an
amount equal to any unpaid Class G Priority Return Amounts and (vi) the Class H
Limited Partner in an amount equal to any unpaid Class H Return Amounts;
provided, that if the proceeds are inadequate to pay all of the unpaid Class C
Priority Return Amounts, the unpaid Class D Priority Return Amounts, the unpaid
Class E Priority Return Amounts, the unpaid Class F Priority Return Amounts, the
unpaid Class G Priority Return Amounts and the unpaid Class H Priority Return
Amounts, such proceeds shall be distributed to the Class C Limited Partner, the
Class D Limited Partner, the Class E Limited Partner, the Class F Limited
Partner, the Class G Limited Partner and the Class H Limited Partner pro rata
based on the unpaid Class C Priority Return Amounts, the unpaid Class D Priority
Return Amounts, the unpaid Class E Priority Return Amounts, the unpaid Class F
Priority Return Amounts, the unpaid Class G Priority Return Amounts and the
unpaid Class H Priority Return Amounts;

     (4) The balance, if any, to the Partners in accordance with their positive
Capital Accounts after giving effect to all contributions, distributions and
allocations for all periods.

     (B) In accordance with Section 10.2(A), the Liquidator shall proceed
without any unnecessary delay to sell and otherwise liquidate the Partnership
Assets; provided, however, that if the Liquidator shall determine that an
immediate sale of part or all of the Partnership Assets would cause undue loss
to the Partners, the Liquidator may defer the liquidation except (i) to the
extent provided by the Act or (ii) as may be necessary to satisfy the debts and
liabilities of the Partnership to Persons other than the Partners.

     (C) If, in the sole and absolute discretion of the Liquidator, there are
Partnership Assets that the Liquidator will not be able to liquidate, or if the
liquidation of such assets would result in undue loss to the Partners, the
Liquidator may distribute such Partnership Assets to the Partners in-kind, in
lieu of cash, as tenants-in-common in accordance with the provisions of Section
10.2(A). The foregoing notwithstanding, such in-kind distributions shall only be
made if in the Liquidator's good faith judgment that is in the best interest of
the Partners.

     (D) Upon the complete liquidation and distribution of the Partnership
Assets, the Partners shall cease to be Partners of the Partnership, and the
Liquidator shall execute, acknowledge and cause to be filed all certificates and
notices required by law to terminate the Partnership. Upon the dissolution of
the Partnership pursuant to Section 10.1, the Liquidator shall cause to be
prepared, and shall furnish to each Partner, a statement setting forth the
assets and liabilities of the Partnership. Promptly following the complete
liquidation and distribution of the Partnership Assets, the Liquidator shall
furnish to each Partner a statement showing the manner in which the Partnership
Assets were liquidated and distributed.

     (E) Notwithstanding the foregoing provisions of this Section 10.2, in the
event that the Partnership shall dissolve as a result of the expiration of the
term provided for herein or as a result of the occurrence of an event of the
type described in Section 10.1(B) or (C), then each Limited Partner shall be
deemed to have delivered a Redemption Notice on the date of such dissolution. In
connection with each such Redemption Notice, the General Partner shall have the
option of either (i) complying with the redemption procedures contained in
Article IX or (ii) at the request of any Limited Partner, delivering to such
Limited Partner, Partnership property approximately equal in value to the value
of such Limited Partner's Partnership Units upon the assumption by such Limited
Partner of such Limited Partner's proportionate share of the Partnership's
liabilities and payment by such Limited Partner (or the Partnership) of any
excess (or deficiency) of the value of the property so delivered over the value
of such Limited Partner's Partnership Units. In lieu of requiring such Limited
Partner to assume its proportionate share of Partnership liabilities, the
General Partner may deliver to such Limited Partner unencumbered Partnership
property approximately equal in value to the net value of such Limited Partner's
Partnership Units.



                                      -36-


     Section 10.3 Effect of Treasury Regulations.

     (A) In the event the Partnership is "liquidated" within the meaning of
Treasury Regulations Section 1.704-1(b)(2)(ii)(g), distributions made to
Partners pursuant to Section 10.2 shall be made within the time period provided
in Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Contributor
Partner has a deficit balance in its Capital Account (after giving effect to all
contributions (without regard to this Section 10.3(A)), distributions and
allocations), each such Contributor Partner shall contribute to the capital of
the Partnership an amount equal to its respective deficit balance, such
obligation to be satisfied within ninety (90) days following the liquidation and
dissolution of the Partnership in accordance with the provisions of this Article
X hereof. Conversely, if any Partner other than a Contributor Partner has a
deficit balance in its Capital Account (after giving effect to all contributions
(without regard to this Section 10.3(A)), distributions and allocations), such
Partner shall have no obligation to make any contribution to the capital of the
Partnership. Any deficit restoration obligation pursuant to the provisions
hereof shall be for the benefit of creditors of the Partnership or any other
Person to whom any debts, liabilities, or obligations are owed by (or who
otherwise has any claim against) the Partnership or the general partner, in its
capacity as General Partner of the Partnership. For purposes of computing each
Contributor Partner's deficit balance in its Capital Account and its
corresponding obligations to contribute additional capital to the Partnership,
only items of income, gain and loss actually recognized shall be reflected.

     (B) In the event the Partnership is "liquidated" within the meaning of
Treasury Regulations Section 1.704-1(b)(2)(ii)(g) but there has been no
dissolution of the Partnership under Section 10.1 hereof, then the Partnership
Assets shall not be liquidated, the Partnership's liabilities shall not be paid
or discharged and the Partnership's affairs shall not be wound up. In the event
of such a liquidation there shall be deemed to have been a distribution of
Partnership Assets in kind to the Partners in accordance with Section 10.2
followed by a recontribution of such Partnership Assets by the Partners in the
same proportions.

     Section 10.4 Time for Winding-Up. Anything in this Article X
notwithstanding, a reasonable time shall be allowed for the orderly winding-up
of the business and affairs of the Partnership and the liquidation of the
Partnership Assets in order to minimize any potential for losses as a result of
such process. During the period of winding-up, this Agreement shall remain in
full force and effect and shall govern the rights and relationships of the
Partners inter se.

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

                      ARTICLE XI - AMENDMENTS AND MEETINGS

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

     Section 11.1 Amendment Procedure.

     (A) Amendments to this Agreement may be proposed by the General Partner. An
amendment proposed at any time when the General Partner holds less than 90% of
all Partnership Units will be adopted and effective only if it receives the
Consent of the holders of a majority of the Partnership Units not then held by
the General Partner and an amendment proposed at any time when the General
Partner holds 90% or more of all Partnership Units may be made by the General
Partner without the Consent of any Limited Partner; provided, however, no
amendment shall be adopted if it would (i) convert a Limited Partner's Interest
in the Partnership into a general partner interest, (ii) increase the liability
of a Limited Partner under this Agreement, (iii) except as otherwise permitted
in this Agreement, alter the Partner's rights to distributions set forth in
Article V, or the allocations set forth in Article V, (iv) alter or modify any
aspect of the Partners' rights with respect to redemption of Partnership Units,
(v) cause the early termination of the Partnership (other than pursuant to the
terms hereof) or (vi) amend this Section 11.1(A), in each case without the
Consent of each Partner adversely affected thereby. In connection with any
proposed amendment of this Agreement requiring Consent, the General Partner
shall either call a meeting to solicit the vote of the Partners or seek the
written vote of the Partners to such amendment. In the case of a request for a
written vote, the General Partner shall be authorized to impose such reasonable
time limitations for response, but in no event less than ten (10) days, with the
failure to respond being deemed a vote consistent with the vote of the General
Partner.



                                      -37-


     (B) Notwithstanding the foregoing, amendments may be made to this Agreement
by the General Partner, without the Consent of any Limited Partner, to (i) add
to the representations, duties or obligations of the General Partner or
surrender any right or power granted to the General Partner herein; (ii) cure
any ambiguity, correct or supplement any provision herein which may be
inconsistent with any other provision herein or make any other provisions with
respect to matters or questions arising hereunder which will not be inconsistent
with any other provision hereof; (iii) reflect the admission, substitution,
termination or withdrawal of Partners in accordance with this Agreement; or (iv)
satisfy any requirements, conditions or guidelines contained in any order,
directive, opinion, ruling or regulation of a federal or state agency or
contained in federal or state law. The General Partner shall reasonably promptly
notify the Limited Partners whenever it exercises its authority pursuant to this
Section 11.1(B).

     (C) Within ten (10) days of the making of any proposal to amend this
Agreement, the General Partner shall give all Partners Notice of such proposal
(along with the text of the proposed amendment and a statement of its purposes).

     Section 11.2 Meetings and Voting.

     (A) Meetings of Partners may be called by the General Partner. The General
Partner shall give all Partners Notice of the purpose of such proposed meeting
not less than seven (7) days nor more than thirty (30) days prior to the date of
the meeting. Meetings shall be held at a reasonable time and place selected by
the General Partner. Whenever the vote or Consent of Partners is permitted or
required hereunder, such vote or Consent shall be requested by the General
Partner and may be given by the Partners in the same manner as set forth for a
vote with respect to an amendment to this Agreement in Section 11.1(A).

     (B) Any action required or permitted to be taken at a meeting of the
Partners may be taken without a meeting if a written consent setting forth the
action to be taken is signed by the Partners owning Percentage Interests
required to vote in favor of such action, which consent may be evidenced in one
or more instruments. Consents need not be solicited from any other Partner if
the written consent of a sufficient number of Partners has been obtained to take
the action for which such solicitation was required.

     (C) Each Limited Partner may authorize any Person or Persons, including
without limitation the General Partner, to act for him by proxy on all matters
on which a Limited Partner may participate. Every proxy (i) must be signed by
the Limited Partner or his attorney-in-fact, (ii) shall expire eleven (11)
months from the date thereof unless the proxy provides otherwise and (iii) shall
be revocable at the discretion of the Limited Partner granting such proxy.

     Section 11.3 Voting of LB Units.

     On any matter on which the Limited Partners shall be entitled to vote,
consent or grant an approval or waiver, following the admissions of the LB
Partners to the Partnership as Additional Limited Partners and through the
Voting Termination Date, each holder of the LB Units shall be deemed (i) in
connection with any matter submitted to a vote, to have cast all votes
attributable to such holder's LB Units in the same manner as the votes
attributable to the Units held by the General Partner are cast on such matter,
and (ii) in connection with any consent, approval or waiver, to have taken the
same action as the General Partner shall have taken with respect to its Units in
connection therewith. If the General Partner shall not have the right to vote,
consent or grant an approval or waiver on a matter, each holder of LB Units
shall vote or act as directed by the General Partner.

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

                     ARTICLE XII - MISCELLANEOUS PROVISIONS

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

     Section 12.1 Title To Property. All property owned by the Partnership,
whether real or personal, tangible or intangible, shall be deemed to be owned by
the Partnership as an entity, and no Partner, individually, shall have any
ownership of such property. The Partnership may hold any of its assets in its
own name or, in the



                                      -38-


name of its nominee, which nominee may be one or more individuals, corporations,
partnerships, trusts or other entities.

     Section 12.2 Other Activities of Limited Partners. Except as expressly
provided otherwise in this Agreement or in any other agreement entered into by a
Limited Partner or any Affiliate of a Limited Partner and the Partnership, the
General Partner or any Subsidiary of the Partnership or the General Partner, any
Limited Partner or any Affiliate of any Limited Partner may engage in, or
possess an interest in, other business ventures of every nature and description,
independently or with others, including, without limitation, real estate
business ventures, whether or not such other enterprises shall be in competition
with any activities of the Partnership, the General Partner or any Subsidiary of
the Partnership or the General Partner; and neither the Partnership, the General
Partner, any such Subsidiary nor the other Partners shall have any right by
virtue of this Agreement in and to such independent ventures or to the income or
profits derived therefrom.

     Section 12.3 Power of Attorney.

     (A) Each Partner hereby irrevocably appoints and empowers the General
Partner (which term shall include the Liquidator, in the event of a liquidation,
for purposes of this Section 12.3) and each of their authorized officers and
attorneys-in-fact with full power of substitution as his true and lawful agent
and attorney-in-fact, with full power and authority in his name, place and stead
to:

     (1) make, execute, acknowledge, publish and file in the appropriate public
offices (a) any duly approved amendments to the Certificate pursuant to the Act
and to the laws of any state in which such documents are required to be filed;
(b) any certificates, instruments or documents as may be required by, or may be
appropriate under, the laws of any state or other jurisdiction in which the
Partnership is doing or intends to do business; (c) any other instrument which
may be required to be filed by the Partnership under the laws of any state or by
any governmental agency, or which the General Partner deems advisable to file;
(d) any documents which may be required to effect the continuation of the
Partnership, the admission, withdrawal or substitution of any Partner pursuant
to Article VIII, dissolution and termination of the Partnership pursuant to
Article X, or the surrender of any rights or the assumption of any additional
responsibilities by the General Partner; (e) any document which may be required
to effect an amendment to this Agreement to correct any mistake, omission or
inconsistency, or to cure any ambiguity herein, to the extent such amendment is
permitted by Section 11.1(B); and (f) all instruments (including this Agreement
and amendments and restatements hereof) relating to the determination of the
rights, preferences and privileges of any class or series of Partnership Units
issued pursuant to Section 4.2(B) of this Agreement; and

     (2) sign, execute, swear to and acknowledge all voting ballots, consents,
approvals, waivers, certificates and other instruments appropriate or necessary,
in the sole discretion of the General Partner, to make, evidence, give, confirm
or ratify any vote, consent, approval, agreement or other action which is made
or given by the Partners hereunder or is consistent with the terms of this
Agreement and appropriate or necessary, in the sole discretion of the General
Partner, to effectuate the terms or intent of this Agreement.

     (B) Nothing herein contained shall be construed as authorizing the General
Partner to amend this Agreement except in accordance with Article XI or as may
be otherwise expressly provided for in this Agreement.

     (C) The foregoing grant of authority (i) is a special power of attorney,
coupled with an interest, and it shall survive the Involuntary Withdrawal of any
Partner and shall extend to such Partner's heirs, successors, assigns and
personal representatives; (ii) may be exercised by the General Partner for each
and every Partner acting as attorney-in-fact for each and every Partner; and
(iii) shall survive the Transfer by a Limited Partner of all or any portion of
its Interest and shall be fully binding upon such transferee; except that the
power of attorney shall survive such assignment with respect to the assignor
Limited Partner for the sole purpose of enabling the General Partner to execute,
acknowledge and file any instrument necessary to effect the admission of the
transferee as a Substitute Limited Partner. Each Partner hereby agrees to be
bound by any representations made by the General Partner, acting in good faith
pursuant to such power of attorney. Each Partner shall execute and deliver to
the General Partner, within fifteen (15) days after receipt of the General


                                      -39-


Partner's request therefor, such further designations, powers of attorney and
other instruments as the General Partner deems necessary to effectuate this
Agreement and the purposes of the Partnership.

     (D) Each LB Partner hereby irrevocably appoints and empowers the General
Partner and the Liquidator, in the event of a liquidation, and each of their
authorized officers and attorneys-in-fact with full power of substitution, as
the true and lawful agent and attorney-in-fact of such LB Partner with full
power and authority in the name, place and stead of such LB Partner to take such
actions (including waivers under the Partnership Agreement) or refrain from
taking such action as the General Partner reasonably believes are necessary or
desirable to achieve the purposes of Section 11.3 of the Partnership Agreement.

     Section 12.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery, (i) if to a Limited Partner, at the most current address given by such
Limited Partner to the General Partner by means of a notice given in accordance
with the provisions of this Section 12.4, which address initially is the address
contained in the records of the General Partner, or (ii) if to the General
Partner, 311 S. Wacker Drive, Suite 4000, Chicago, Illinois 60606, Attn:
President.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if hand delivered; five (5) business days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; or when receipt is acknowledged, if telecopied.

     Section 12.5 Further Assurances. The parties agree to execute and deliver
all such documents, provide all such information and take or refrain from taking
any action as may be necessary or desirable to achieve the purposes of this
Agreement and the Partnership.

     Section 12.6 Titles and Captions. All article or section titles or captions
in this Agreement are solely for convenience and shall not be deemed to be part
of this Agreement or otherwise define, limit or extend the scope or intent of
any provision hereof.

     Section 12.7 Applicable Law. This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
law of the State of Delaware, without regard to its principles of conflicts of
laws.

     Section 12.8 Binding Agreement. This Agreement shall be binding upon the
parties hereto, their heirs, executors, personal representatives, successors and
assigns.

     Section 12.9 Waiver of Partition. Each of the parties hereto irrevocably
waives during the term of the Partnership any right that it may have to maintain
any action for partition with respect to any property of the Partnership.

     Section 12.10 Counterparts and Effectiveness. This Agreement may be
executed in several counterparts, which shall be treated as originals for all
purposes, and all so executed shall constitute one agreement, binding on all of
the parties hereto, notwithstanding that all the parties are not signatory to
the original or the same counterpart. Any such counterpart shall be admissible
into evidence as an original hereof against each Person who executed it. The
execution of this Agreement and delivery thereof by facsimile shall be
sufficient for all purposes, and shall be binding upon any party who so
executes.

     Section 12.11 Survival of Representations. All representations and
warranties herein shall survive the dissolution and final liquidation of the
Partnership.

     Section 12.12 Entire Agreement. This Agreement (and all Exhibits hereto)
contains the entire understanding among the parties hereto and supersedes all
prior written or oral agreements among them respecting the within subject
matter, unless otherwise provided herein. There are no representations,
agreements, arrangements



                                      -40-


or understandings, oral or written, among the Partners hereto relating to the
subject matter of this Agreement which are not fully expressed herein and in
said Exhibits.




                                      -41-





     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto as of the day and year first above written.

General Partner:                FIRST INDUSTRIAL REALTY TRUST INC.,
                                  as sole General Partner of the Partnership


                                By:   /s/ John H. Clayton
                                      ----------------------------------------
                                      Vice President - Corporate Legal


Class H Limited Partner         FIRST INDUSTRIAL REALTY TRUST, INC.,
                                  as Class H Limited Partner



                                By:   /s/ John H. Clayton
                                      ----------------------------------------
                                      Vice President - Corporate Legal






                                                                      Exhibit 1A


First Highland Partners                                 Number of Units
- -----------------------                                 ---------------

Highland Associates Limited Partnership                        69,039

Peter Murphy                                                   56,184

North Star Associates Limited Partnership                      19,333

Peter O'Connor                                                 56,844

Partridge Road Associates Limited Partnership                   2,751

Shadeland Associates Limited Partnership                       42,976

Ellen Margaret Smith                                            1,000

Joseph Edward Smith                                             1,000

Kevin Smith                                                    10,571

Olivia Jane Smith                                               1,000

Jonathan Stott                                                 80,026











                                                                      Exhibit 1B





                              Schedule of Partners
                              --------------------

General Partner                                                                        Number of Units
- ---------------                                                                        ---------------
                                                                                       

First Industrial Realty Trust, Inc.                                                       30,892,739

Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

Kerry Acker                                                                                      154

Sanders H. Acker                                                                                 307

Sterling Alsip Trust DTD 8-1-89 Donald W. Schaumberger Trustee                                   794

Charles T. Andrews                                                                               754

Daniel R. Andrew TR of the Daniel R.                                                         137,489
Andrew Trust UA 12-29-92

The Arel Company                                                                                 307

Arnold Y. Aronoff                                                                              7,955

Daniel J. Aronoff                                                                              2,809

Lynn E. Aronoff                                                                                2,690

William J. Atkins                                                                              5,691

E. Donald Bafford                                                                              3,374

William Baloh                                                                                  8,731

Thomas K. Barad & Jill E. Barad CO-TTEES of the
Thomas K. Barad & Jill E. Barad Trust DTD 10-18-89                                             2,283

Enid Barden TTEE of the Enid Barden
Trust DTD 6-28-95                                                                             56,082

Enid Barden TTEE of the Enid Barden
Trust of 6-28-96                                                                              23,088

Emil Billich                                                                                      77

Don N. Blurton & Patricia H. Blurton Trustees UA DTD 4-11-96 Blurton 1996
Revocable Family Trust                                                                           598

Harriett Bonn TTEE UA DTD 3-5-97 FBO The Harriett Bonn                                        24,804
Revocable Living Trust



                                      -2-

Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

Michael W. Brennan                                                                             3,806

Helen Brown                                                                                      307

Henry D. Bullock & Terri D. Bullock &
Shawn Stevenson TR of the Bullock
Childrens Education Trust UA 12-20-94,
FBO Benjamin Dure Bullock                                                                      4,620

Henry D. Bullock & Terri D. Bullock &
Shawn Stevenson TR of the Bullock
Childrens Education Trust UA 12-20-94,
FBO Christine Laurel Bullock                                                                   4,620

Edward Burger                                                                                  9,261

Barbara Lee O'Brien Burke                                                                        666

Ernestine Burstyn                                                                              5,007

Calamer, Inc.                                                                                  1,233

Perry C. Caplan                                                                                1,388

Carew Corporation                                                                             13,650

Magdalena G. Castleman                                                                           307

Cliffwood Development Company                                                                 64,823

Collins Family Trust DTD 5-6-69 James Collins Trustee                                        100,000

Kelly Collins                                                                                 11,116

Michael Collins                                                                               17,369

Charles S. Cook and Shelby H. Cook TEN ENT
                                                                                                 634
Cotswold Properties                                                                           34,939

Caroline Atkins Coutret                                                                        5,845

David Cleborn Crow                                                                             5,159

Gretchen Smith Crow                                                                            2,602

Michael G. Damone TR of the Michael G.
Damone Trust UA 11-4-69                                                                      144,296



                                       -3-


Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

John E. De B Blockey TR of the John E. De B Blockey Trust                                      8,653

Robert L. Denton                                                                               6,286

Henry E. Dietz Trust UA 1-16-81                                                               36,476

Steven Dizio & Helen Dizio JT TEN                                                             12,358

Nancy L. Doane                                                                                 2,429

W. Allen Doane                                                                                 1,987

Timothy Donohue                                                                                  100

Darwin B. Dosch                                                                                1,388

Charles F. Downs                                                                               1,508

Greg & Christina Downs JT TEN                                                                    474

Gregory Downs                                                                                     48

Draizin Family Partnership, L.P.                                                             357,896

Joseph S. Dresner                                                                            149,531

Milton H. Dresner TR of the Milton H. Dresner Revocable Trust UA 10-22-76                    149,531

James O'Neil Duffy, Jr.                                                                          513

Martin Eglow                                                                                     330

Rand H. Falbaum                                                                               17,022

Patricia O'Brien Ferrell                                                                         666

Rowena Finke                                                                                     154

First & Broadway Limited Partnership                                                          18,203

Fourbur Family Co., L.P.                                                                     588,273

Aimee Freyer-Valls                                                                            10,000

David Fried                                                                                    1,326

Ester Fried                                                                                    3,177



                                      -4-


Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

Jack Friedman TR of the Jack Friedman Revocable                                               26,005
Living Trust UA 3-23-78

Robert L. Friedman                                                                            28,500

Nancy Gabel                                                                                       14

J. Peter Gaffney                                                                                 727

Gerlach Family Trust DTD 6-28-85 Stanley & Linda Gerlach                                         874
Trustees

Martin Goodstein                                                                                 922

Dennis G. Goodwin and Jeannie L. Goodwin TEN ENT                                               6,166

Jeffrey L. Greenberg                                                                             330

Stanley Greenberg & Florence Greenberg JT TEN                                                    307

Thelma C. Gretzinger Trust                                                                       450

Stanley Gruber                                                                                30,032

Melissa C. Gudim                                                                              24,028

Timothy Gudim                                                                                  5,298

H.L. Investors LLC                                                                             4,000

H.P. Family Group LLC                                                                        103,734

H/Airport Gp Inc.                                                                              1,433

Vivian M. Hack TTEE UA DTD 12-26-97 Hack Living Trust                                         22,522

Clay Hamlin & Lynn Hamlin JT TEN                                                              15,159

Turner Harshaw                                                                                 1,132

Cathleen Hession                                                                               3,137

Edwin Hession & Cathleen Hession JT TEN                                                        7,979

Highland Associates Limited Partnership                                                       69,039

Andrew Holder                                                                                     97

Ruth Holder                                                                                    2,612



                                      -5-


Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

Robert W. Holman, Jr.                                                                        150,213

Holman/Shidler Investment Corporation                                                         22,079

Robert S. Hood Living Trust DTD 1-9-90 & amended 12-16-96 Robert S. Hood                       3,591
Trustee

Howard Trust DTD 4-30-79 Howard F. Sklar Trustee                                                 653

Steven B. Hoyt                                                                               150,000

Jerry Hymowitz                                                                                   307

Karen L. Hymowitz                                                                                154

IBS Delaware Partners LP                                                                       2,708

Seymour Israel                                                                                15,016

Frederick K. Ito Trustee UA DTD 9-9-98 FBO The Frederick K. Ito Trust                          1,940

Frederick K. Ito and June Y. Ito Trustees UA DTD 9-9-98 FBO The June Y. Ito                    1,940
Trust

JP Trusts LLC                                                                                 35,957

Jacob Family Trust UA DTD 10-1-92 Thomas V. Clagett Trustee                                   20,260

Michael W. Jenkins                                                                               460

Jernie Holdings Corp.                                                                        180,499

Jane Terrell Johnson                                                                           3,538

Jeffrey E. Johnson                                                                               809

Johnson Living Trust DTD 2-18-83 H. Stanton & Carol A. Johnson Trustees                        1,078

Thomas Johnson, Jr. and Sandra L. Johnson TEN ENT                                              2,142

Martha O'Brien Jones                                                                             665

Charles Mark Jordan                                                                               57

Mary Terrell Joseph                                                                              837

Nourhan Kailian                                                                                2,183


                                      -6-


Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

H.L. Kaltenbacher, P.P. Kaltenbacher & J.K. Carr TTEES
of the Joseph C. Kaltenbacher Credit Shelter TR                                                1,440

Sarah Katz                                                                                       307

Carol F. Kaufman                                                                                 166

KEP LLC                                                                                       98,626

Peter Kepic                                                                                    9,261

Jack Kindler                                                                                   1,440

Kirshner Family Trust #1 DTD 4-8-76 Berton & Barbara Kirshner Trustees                        29,558

Kirshner Trust #4 FBO Todd Kirshner DTD 12-30-76 Berton Kirshner Trustee                      20,258

Arthur Kligman                                                                                   307

Joan R. Krieger TTEE of the Joan R. Krieger Revocable Trust                                   15,184
DTD 10-21-97

William L. Kreiger, Jr.                                                                        3,374

Babette Kulka                                                                                    330

Jack H. Kulka                                                                                    330

LP Family Group LLC                                                                          102,249

Lambert Investment Corporation                                                                13,606

Paul T. Lambert                                                                               39,816

Chester A. Latcham & Co.                                                                       1,793

Constance Lazarus                                                                            417,961

Jerome Lazarus                                                                                18,653

Susan Lebow                                                                                      740

Arron Leifer                                                                                   4,801

Duane Lund                                                                                       617

Barbara Lusen                                                                                    307

William J. Mallen Trust DTD 4-29-94 William J. Mallen Trustee                                  8,016


                                      -7-


Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

Stephen Mann                                                                                      17

Manor LLC                                                                                     80,556

R. Craig Martin                                                                                  754

J. Stanley Mattison                                                                               79

Henry E. Mawicke                                                                                 636

Richard McClintock                                                                               623

McElroy Management Inc.                                                                        5,478

Eileen Millar                                                                                  3,072

Linda Miller                                                                                   2,000

Lila Atkins Mulkey                                                                             7,327

Peter Murphy                                                                                  56,184

Anthony Muscatello                                                                            81,654

Ignatius Musti                                                                                 1,508

New Land Associates Limited Partnership                                                        1,664

Kris Nielsen                                                                                     178

North Star Associates Limited Partnership                                                     19,333

George F. Obrecht                                                                              5,289

Paul F. Obrecht                                                                                4,455

Richard F. Obrecht                                                                             5,289

Thomas F. Obrecht                                                                              5,289

Catherine A. O'Brien                                                                             832

Lee O'Brien TTEE of the Martha J. Harbison
Testamentary Trust FBO Christopher C. O'Brien                                                    666

Martha E. O'Brien                                                                                832

Patricia A. O'Brien                                                                            6,387

Peter O'Connor                                                                                56,844



                                      -8-


Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

Steve Ohren                                                                                   33,366

P&D Partners LP                                                                                1,440

Partridge Road Associates                                                                      2,751

Sybil T. Patten                                                                                1,816

PeeGee L.P.                                                                                    4,817

Lawrence Peters                                                                                  960

Jeffrey Pion                                                                                   2,879

Pipkin Family Trust DTD 10-6-89 Chester & Janice Pipkin Trustees                               3,140

Peter M. Polow                                                                                   557

Keith J. Pomeroy TTEE of Keith J. Pomeroy
Revocable TR Agreement DTD 12-13-76 as
Amended & Restated 6-28-95                                                                   104,954

Princeton South at Lawrenceville LLC                                                           4,692

Princeton South at Lawrenceville One                                                           4,426

Abraham Punia                                                                                    307

RBZ LLC                                                                                          155

R.E.A. Associates                                                                              8,908

RJB Ford City Limited Partnership                                                            158,438

RJB II Limited Partnership                                                                    40,788

Marilyn Rangel IRA DTD 2-5-86 Custodian Smith Barney Shearson                                    969

Richard Rapp                                                                                      23

Jack F. Ream                                                                                   1,071

Seymour D. Reich                                                                                 154

James C. Reynolds                                                                             40,247

Andre G. Richard                                                                               1,508

Rebecca S. Roberts                                                                             8,308


                                      -9-


Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

Leslie A. Rubin Ltd.                                                                           4,048

SPM Industrial LLC                                                                             5,262

SRS Partnership                                                                                2,142

James Sage                                                                                     2,156

James R. Sage                                                                                  3,364

Kathleen Sage                                                                                  3,350

Wilton Wade Sample                                                                             5,449

Debbie B. Schneeman                                                                              740

Edward R. Schulak                                                                              8,073

Jane Schulak                                                                                   2,690

Norma A. Schulze                                                                                 307

Sciport Discovery Center                                                                          30

Sealy & Company, Inc.                                                                         37,119

Sealy Florida, Inc.                                                                              675

Sealy Professional Drive, L.L.C.                                                               2,906

Sealy Real Estate Services, Inc.                                                             148,478

Sealy Unitholder, L.L.C.                                                                      31,552

Mark P. Sealy                                                                                  8,451

Scott P. Sealy                                                                                40,902

Shadeland Associates Limited Partnership                                                      42,976

Frances Shankman Insurance Trust,
Frances Shankman Trustee                                                                      16,540

Sam Shamie, Trustee of the Sam Shamie
Trust Agreement DTD 3-16-78, as Restated 11-16-93                                            400,000

Garrett E. Sheehan                                                                               513

Jay H. Shidler                                                                                68,020


                                      -10-


Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

Jay H. Shidler and Wallette A. Shidler TEN ENT                                                 1,223

Shidler Equities LP                                                                          254,541

D.W. Sivers Co.                                                                               28,265

Dennis W. Sivers                                                                              27,636

Sivers Family Real Property, Limited Liability Company                                        12,062

Sivers Investment Partnership                                                                283,500

Wendel C. Sivers Marital Trust UW DTD 2-20-81 Dennis W. Sivers & G. Burke
Mims CO-TTEES                                                                                 14,020

Estate of Albert Sklar, Miriam M. Sklar Executrix                                              3,912

Michael B. Slade                                                                               2,829

Ellen Margaret Smith                                                                           1,000

Joseph Edward Smith                                                                            1,000

Kevin Smith                                                                                   10,571

Olivia Jane Smith                                                                              1,000

Arnold R. Sollar TTEE for the

Dorothy Sollar Residuary TR                                                                      307

Spencer and Company                                                                              154

Robert Stein TTEE UA DTD 5-21-96 FBO Robert Stein                                             63,630

S. Larry Stein TTEE under Revocable Trust Agreement DTD
9-22-99 S. Larry Stein Grantor                                                                63,630

Sterling Family Trust DTD 3-27-80 Donald & Valerie A. Sterling Trustees                        3,559

Jonathan Stott                                                                                80,026

Victor Strauss                                                                                    77

Catherine O'Brien Sturgis                                                                        666

Mitchell Sussman                                                                                 410

Donald C. Thompson TTEE UA DTD 12-31-98 FBO Donald C. Thompson Revocable
Family Trust                                                                                  39,243


                                      -11-


Limited Partners                                                                       Number of Units
- ----------------                                                                       ---------------

Michael T. Tomasz UA DTD 2-5-90 Trustee of the Michael T. Tomasz Trust
                                                                                              36,033
Barry L. Tracey                                                                                2,142

William S. Tyrrell                                                                             2,906

Burton S. Ury                                                                                  9,072

WSW 1998 Exchange Fund L.P.                                                                   32,000

James J. Warfield                                                                                330

Phyllis M. Warsaw Living Trust                                                                16,540

Wilson Management Company LLC                                                                 35,787

Elmer H. Wingate, Jr.                                                                          1,688

Ralph G. Woodley TTEE under Revocable Trust Agreement                                         16,319

World's Fair Limited Partnership                                                               1,664

Sam L. Yaker TTEE of the Sam L. Yaker Revocable Trust Agreement DTD 2-14-84
                                                                                              37,870
Johannson Yap                                                                                  1,680

Richard H. Zimmerman Trustee of the Richard H. Zimmerman
Living Trust DTD 10-15-90 as amended                                                          43,988

Gerald & Sharon Zuckerman JT TEN                                                                 615











                                                                      Exhibit 1C


                                   LB Partners
                                   -----------


Jernie Holdings Corp., a New York corporation

Fourbur Co., L.L.C., a New York limited liability company

Fourbur Family Co., L.P., a New York limited partnership

Jerome Lazarus

Constance Lazarus

Susan Burman

Judith Draizin

Jan Burman

Judith Draizin as custodian
under the NYUGMA until
age 21 for Danielle Draizin

Judith Draizin as custodian
under the NYUGMA until
age 21 for Heather Draizin

Judith Draizin as custodian
under the NYUGMA until
age 21 for Jason Draizin











                                                                      Exhibit 1D





Contributor Partner                                                                  Protected Amount
- -------------------                                                                  ----------------

                                                                                      
Kerry Acker                                                                              *See Below

Sanders H. Acker                                                                         *See Below

Charles T. Andrews                                                                       *See Below

Daniel R. Andrew, TR of the Daniel R.                                                    *See Below
Andrew Trust UA 12-29-92

The Arel Company                                                                         *See Below

Arnold Y. Aronoff                                                                        *See Below

Daniel J. Aronoff                                                                        *See Below

Lynn E. Aronoff                                                                          *See Below

E. Donald Bafford                                                                        *See Below

William Baloh                                                                            *See Below

Enid Barden TTEE of the Enid Barden                                                      *See Below
Trust DTD 6-28-95

Enid Barden TTE of the Enid Barden                                                       *See Below
Trust of 6-28-96

Emil Billich                                                                             *See Below

Don N. Blurton & Patricia H. Blurton Trustees UA DTD 4-11-96 Blurton                     *See Below
Revocable Family Trust

Michael W. Brennan                                                                       *See Below

Helen Brown                                                                              *See Below

Henry D. Bullock & Terri D. Bullock &
Shawn Stevenson TR of the Bullock
Childrens Education Trust UA 12-20-94,                                                   *See Below
FBO Benjamin Dure Bullock

Henry D. Bullock & Terri D. Bullock &
Shawn Stevenson TR of the Bullock
Childrens Education Trust UA 12-20-94,                                                   *See Below
FBO Christine Laurel Bullock

Ernestine Burstyn                                                                        *See Below


                                      -2-

Contributor Partner                                                                  Protected Amount
- -------------------                                                                  ----------------

Calamer, Inc.                                                                            *See Below

Perry C. Caplan                                                                          *See Below

Carew Corporation                                                                        *See Below

Magdalena G. Castleman                                                                   *See Below

Cliffwood Development Company                                                            *See Below

Michael G. Damone TR of the Michael G.                                                   *See Below
Damone Trust UA 11-4-69

John E. De B Blockey TR of the John E. De B Blockey Trust                                *See Below

Robert L. Denton                                                                         *See Below

Henry E. Dietz Trust UA 1-16-81                                                          *See Below

Darwin B. Dosch                                                                          *See Below

Charles F. Downs                                                                         *See Below

Greg & Christina Downs JT TEN                                                            *See Below

Gregory Downs                                                                            *See Below

Draizin Family Partnership, L.P.                                                         *See Below

Joseph S. Dresner                                                                        *See Below

Milton H. Dresner TR of the Milton H. Dresner Revocable Trust UA 10-22-76                *See Below

Martin Eglow                                                                             *See Below

Rand H. Falbaum                                                                          *See Below

Rowena Finke                                                                             *See Below

First & Broadway Limited Partnership                                                     *See Below

Fourbur Family Co., L.P.                                                                 *See Below

Ester Fried                                                                              *See Below

Jack Friedman TR of the Jack Friedman Revocable Living Trust UA 3-23-78                  *See Below

Robert L. Friedman                                                                       *See Below

Nancy Gabel                                                                              *See Below


                                      -3-


Contributor Partner                                                                  Protected Amount
- -------------------                                                                  ----------------

Gerlach Family Trust DTD 6-28-85 Stanley & Linda Gerlach Trustees                        *See Below

Martin Goodstein                                                                         *See Below

Dennis G. Goodwin and Jeannie L. Goodwin TEN ENT                                         *See Below

Jeffrey L. Greenberg                                                                     *See Below

Stanley Greenberg & Florence Greenberg JT TEN                                            *See Below

Thelma C. Gretzinger Trust                                                               *See Below

Stanley Gruber                                                                           *See Below

H.P. Family Group LLC                                                                    *See Below

Vivian M. Hack TTEE UA DTD 12-26-97 Hack Living Trust                                    *See Below

Clay Hamlin & Lynn Hamlin JT TEN                                                         *See Below

Andrew Holder                                                                            *See Below

Ruth Holder                                                                              *See Below

Robert W. Holman, Jr.                                                                    *See Below

Holman/Shidler Investment Corporation                                                    *See Below

Robert S. Hood Living Trust DTD 1-9-90 & amended 12-16-96 Robert S. Hood                 *See Below
Trustee

Steven B. Hoyt                                                                           *See Below

Jerry Hymowitz                                                                           *See Below

Karen L. Hymowitz                                                                        *See Below

Seymour Israel                                                                           *See Below

Frederick K. Ito Trustee UA DTD 9-9-98 FBO The Frederick K. Ito Trust                    *See Below

Frederick K. Ito and June Y. Ito Trustees UA DTD 9-9-98 FBO The June Y. Ito              *See Below
Trust

JP Trusts LLC                                                                            *See Below

Jacob Family Trust UA DTD 10-1-92 Thomas V. Clagett Trustee                              *See Below

Michael W. Jenkins                                                                       *See Below

Jernie Holdings Corp.                                                                    *See Below


                                      -4-


Contributor Partner                                                                  Protected Amount
- -------------------                                                                  ----------------

Charles Mark Jordan                                                                      *See Below

Nourhan Kailian                                                                          *See Below

H.L. Kaltenbacher, P.P. Kaltenbacher & J.K. Carr TTEES                                   *See Below
of the Joseph C. Kaltenbacher Credit Shelter TR

Sarah Katz                                                                               *See Below

Carol F. Kaufman                                                                         *See Below

KEP LLC                                                                                  *See Below

Jack Kindler                                                                             *See Below

Kirshner Family Trust #1 DTD 4-8-76 Berton & Barbara Kirshner Trustees                   *See Below

Kirshner Trust #4 FBO Todd Kirshner DTD 12-30-76 Berton Kirshner Trustee                 *See Below

Arthur Kligman                                                                           *See Below

Joan R. Krieger TTEE of the Joan R. Krieger Revocable Trust DTD 1021-97                  *See Below

William L. Kreiger, Jr.                                                                  *See Below

LP Family Group LLC                                                                      *See Below

Paul T. Lambert                                                                          *See Below

Constance Lazarus                                                                        *See Below

Jerome Lazarus                                                                           *See Below

Susan Lebow                                                                              *See Below

Arron Leifer                                                                             *See Below

Barbara Lusen                                                                            *See Below

William J. Mallen Trust DTD 4-29-94,                                                     *See Below
William J. Mallen Trustee

Stephen Mann                                                                             *See Below

R. Craig Martin                                                                          *See Below

J. Stanley Mattison                                                                      *See Below

Henry E. Mawicke                                                                         *See Below



                                      -5-


Contributor Partner                                                                  Protected Amount
- -------------------                                                                  ----------------

Eileen Millar                                                                            *See Below

Linda Miller                                                                             *See Below

Peter Murphy                                                                             *See Below

Anthony Muscatello                                                                       *See Below

New Land Associates Limited Partnership                                                  *See Below

Kris Nielsen                                                                             *See Below

North Star Associates Limited Partnership                                                *See Below

George F. Obrecht                                                                        *See Below

Paul F. Obrecht                                                                          *See Below

Richard F. Obrecht                                                                       *See Below

Thomas F. Obrecht                                                                        *See Below

Peter O'Connor                                                                           *See Below

P&D Partners LP                                                                          *See Below

Partridge Road Associates                                                                *See Below

Sybil T. Patten                                                                          *See Below

PeeGee L.P.                                                                              *See Below

Lawrence Peters                                                                          *See Below

Jeffrey Pion                                                                             *See Below

Peter M. Polow                                                                           *See Below

Keith J. Pomeroy TTEE of Keith J. Pomeroy
Revocable TR Agreement DTD 12-13-76 as                                                   *See Below
Amended & Restated 6-28-95

Princeton South at Lawrenceville LLC                                                     *See Below

Princeton South at Lawrenceville One                                                     *See Below

Abraham Punia                                                                            *See Below

RBZ LLC                                                                                  *See Below

R.E.A. Associates                                                                        *See Below



                                      -6-


Contributor Partner                                                                  Protected Amount
- -------------------                                                                  ----------------

Richard Rapp                                                                             *See Below

Jack F. Ream                                                                             *See Below

Seymour D. Reich                                                                         *See Below

James C. Reynolds                                                                        *See Below

Rebecca S. Roberts                                                                       *See Below

Leslie A. Rubin Ltd.                                                                     *See Below

SRS Partnership                                                                          *See Below

Kathleen Sage                                                                            *See Below

Debbie B. Schneeman                                                                      *See Below

Norma A. Schulze                                                                         *See Below

Shadeland Associates Limited Partnership                                                 *See Below

Frances Shankman Insurance Trust,                                                        *See Below
Frances Shankman Trustee

Sam Shamie, Trustee of the Sam Shamie
Trust Agreement DTD 3-16-78, as                                                          *See Below
Restated 11-16-93

Jay H. Shidler                                                                           *See Below

Jay H. Shidler and Wallette A. Shidler TEN ENT                                           *See Below

Shidler Equities LP                                                                      *See Below

D.W. Sivers Co.                                                                          *See Below

Dennis W. Sivers                                                                         *See Below

Sivers Family Real Property, Limited Liability Company                                   *See Below

Sivers Investment Partnership                                                            *See Below

Wendel C. Sivers Marital Trust UW DTD 2-20-81 Dennis W. Sivers & G. Burke                *See Below
Mims CO-TTEES

Kevin Smith                                                                              *See Below

Spencer and Company                                                                      *See Below

Robert Stein TTEE UA DTD 5-21-96 FBO Robert Stein                                        *See Below

S. Larry Stein TTEE under Revocable Trust Agreement DTD 9-22-99 S. Larry                 *See Below


                                      -7-


Contributor Partner                                                                  Protected Amount
- -------------------                                                                  ----------------

Stein Grantor

Sterling Family Trust DTD 3-27-80 Donald & Valerie A. Sterling Trustees                  *See Below

Jonathan Stott                                                                           *See Below

Victor Strauss                                                                           *See Below

Mitchell Sussman                                                                         *See Below

Donald C. Thompson TTEE UA DTD 12-31-98 FBO Donald C. Thompson Revocable                 *See Below
Family Trust

Michael T. Tomasz UA DTD 2-5-90 Trustee of the Michael T. Tomasz Trust                   *See Below

Barry L. Tracey                                                                          *See Below

William S. Tyrrell                                                                       *See Below

Burton S. Ury                                                                            *See Below

James J. Warfield                                                                        *See Below

Phyllis M. Warsaw Living Trust                                                           *See Below

Wilson Management Co. LLC                                                                *See Below

Elmer H. Wingate, Jr.                                                                    *See Below

Ralph G. Woodley TTEE under Revocable Trust Agreement                                    *See Below

World's Fair Limited Partnership                                                         *See Below

Sam L. Yaker TTEE of the Sam L. Yaker Revocable Trust Agreement DTD 2-14-84              *See Below

Richard H. Zimmerman Trustee of the Richard H. Zimmerman Living Trust DTD                *See Below
10-15-90 as amended

Gerald & Sharon Zuckerman JT TEN                                                         *See Below

New Land Associates LP                                                                    2,195,750

World's Fair Partners, LP                                                                   211,208

Princeton South at Lawrenceville                                                          5,267,344

Stanley Gruber                                                                            1,388,338

Stephen Mann                                                                                120,174



                                      -8-


Contributor Partner                                                                  Protected Amount
- -------------------                                                                  ----------------

Seymour Israel                                                                              120,169

James O'Neil Duffy, Jr.                                                                       4,107

Garrett E. Sheehan                                                                            4,107

Andrew Holder                                                                                10,000

Arron Leifer                                                                                300,000

Arthur Kligman                                                                               80,000

Barbara Lusen                                                                                80,000

Carol F. Kaufman                                                                             50,000

Debbie B. Schneeman                                                                          30,000

Emil Billich                                                                                 25,000

Ernestine Burstyn                                                                           160,000

H.L. Kaltenbacher, P.P. Kaltenbacher & J.K. Carr TTEES of the Joseph C.                     100,000
Kaltenbacher Credit Shelter TR

HP Family Group, LLC                                                                     16,110,000

Jack Kindler                                                                                100,000

Jerry Hymowitz                                                                               80,000

JP Trusts LLC                                                                             4,729,000

Karen L. Hymowitz                                                                            45,000

Kerry Acker                                                                                  45,000

Lawrence Peters                                                                              75,000

LP Family Group LLC                                                                      16,015,000

Magdalena G. Castleman                                                                       80,000

Martin Goodstein                                                                            250,000

Mitchell Sussman                                                                            110,000

Nancy Gabel                                                                                   5,000

Norma A. Schulze                                                                             80,000

P&D Partners LP                                                                             100,000


                                      -9-


Contributor Partner                                                                  Protected Amount
- -------------------                                                                  ----------------

PeeGee L.P.                                                                                  25,000

Peter M. Polow                                                                               75,000

R.E.A. Associates                                                                         4,192,000

Richard Rapp                                                                                 10,000

Sanders H. Acker                                                                             80,000

Sarah Katz                                                                                   80,000

Seymour D. Reich                                                                             45,000

Spencer and Company                                                                          45,000

Susan Lebow                                                                                  30,000

The Arel Company                                                                             80,000

Victor Strauss                                                                               25,000

WSW 1998 Exchange Fund L.P.                                                                 315,000

Rowena Finke                                                                                 45,000

Ruth Holder                                                                                 230,000

Stanley Greenberg & Florence Greenberg JT TEN                                                80,000

Alvin R. Brown & Helen Brown                                                                 80,000

Abraham Punia                                                                                80,000

Francis Shankman Insurance Trust, Francis Shankman Trustee                                  200,000

Jerome Lazarus                                                                           17,000,000

Constance Lazarus                                                                         3,600,000

Jernie Holdings Corp.                                                                       100,000

Fourbur Family Co., L.P.                                                                  5,985,000

Robert L. Friedman                                                                          249,000

Phyllis M. Warsaw Living Trust                                                              212,000




*    An amount equal to (a) the taxable gain, if any, that would be realized by
     such Additional Limited Partner if such Additional Limited Partner were to
     dispose of its Interest for no consideration other than the release or
     deemed release of liabilities of the partnership assumed by or otherwise
     allocable to



                                      -10-


     such Additional Limited Partner under Code Section 752, as such
     hypothetical gain is determined from time to time, less (b) such Additional
     Limited Partner's share of "qualified nonrecourse financing" as defined in
     Code Section 465(b)(6) and the Treasury Regulations thereunder, as such
     share is determined in accordance with Treasury Regulations Section
     1.752-3(a).












                             FIRST INDUSTRIAL, L.P.

                                    EXHIBIT 2

                                       TO

                           EIGHTH AMENDED AND RESTATED

                          LIMITED PARTNERSHIP AGREEMENT

                            Form of Redemption Notice








                                                                       Exhibit 2


                                Redemption Notice


     The undersigned hereby irrevocably (i) elects to exercise its redemption
rights contained in Section 9.1(A) of the Eighth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P. (the "Partnership Agreement")
with respect to an aggregate of _____ Partnership Units (as defined in the
Partnership Agreement), (ii) surrenders such Partnership Units and all right,
title and interest therein and (iii) directs that the REIT shares (as defined in
the Partnership Agreement), or applicable cash amount if so determined by the
General Partner (as defined in the Partnership Agreement) in accordance with the
Partnership Agreement, deliverable upon redemption of such Partnership Units be
delivered to the address specified below.

Dated:  ______________________

Name of Limited Partner:  ______________________

Social Security or
Federal Employer ID Number:  ______________________


                                        ---------------------------------------
                                            (Signature of Limited Partner)

                                        ---------------------------------------
                                                  (Street Address)

                                        ---------------------------------------
                                        (City)               (State)(Zip Code)



                                 Signature Guaranteed by:


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




                             FIRST INDUSTRIAL, L.P.

                                    EXHIBIT 3

                                       TO

                           EIGHTH AMENDED AND RESTATED

                          LIMITED PARTNERSHIP AGREEMENT

                      Form of Registration Rights Agreement







                                                                       Exhibit 3






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


                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of June __, 1994

                                       of

                       First Industrial Realty Trust, Inc.

                               for the benefit of

                      HOLDERS OF LIMITED PARTNERSHIP UNITS

                                       of

                             First Industrial, L.P.







                                      -2-




                          REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of June , 1994, by First Industrial Realty Trust, Inc. (the "Company")
for the benefit of the persons who own limited partnership units ("Units") of
First Industrial, L.P. (the "Partnership") on the date hereof and their
successors, assigns and transferees (herein referred to collectively as the
"Holders" and individually as a "Holder").

     WHEREAS, on the date hereof each Holder is or will become the owner of
Units in the Partnership in connection with the contribution (the
"Contributions") of certain real properties and other assets to the Partnership;

     WHEREAS, on the date hereof the company is consummating an initial public
offering of its common stock and is becoming the sole general partner of the
Partnership;

     WHEREAS, in connection with the foregoing, the Company has agreed, subject
to the terms, conditions and limitations set forth in the limited partnership
agreement of the Partnership (the "Partnership Agreement"), to provide the
Holders with certain registration rights.

     NOW, THEREFORE, the Company for the benefit of the Holders agrees as
follows:

     Section 1. Definitions.

     As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

     Exchange Act: The Securities Exchange Act of 1934, as amended form time to
time.

     Holders or Holders: As set forth in the preamble.

     Majority Holders: At any time, Holders of Registrable Securities and Units
then redeemable for Registrable Securities, who if all Units were so redeemed,
would then hold a majority of the Registrable Securities.

     NASD: The National Association of Securities Dealers, Inc.

     Person: Any individual, partnership, corporation, trust or other entity.

     Prospectus: A prospectus included in the Shelf Registration statement,
including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by the Shelf
Registration Statement, and by all other amendments and supplements to such
prospectus, including post-effective amendments, and in each case including all
material incorporated by reference therein.

     Registrable Securities: The Shares, excluding (i) Shares for which the
Shelf Registration Statement shall have become effective under the Securities
Act and which have been disposed of under the Shelf Registration Statement (ii)
Shares sold or otherwise distributed pursuant to Rule 144 under the Securities
Act and (iii) Shares as to which registration under the Securities Act is not
required to permit the sale thereof to the public.

     Registration Expenses: shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without limitation:
(i) all SEC, stock exchange or NASD registration and filing fees, (ii) all fees
and expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable fees and disbursements of counsel in
connection with blue sky qualification of any of the Registrable Securities and
the preparation of a Blue Sky Memorandum) and compliance with the rules of the
NASD, (iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing the Shelf Registration Statement, any
Prospectus, certificates and other documents relating to the performance of and
compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Securities on any
securities exchange or exchanges pursuant to Section 3(1) hereof, and (v) the
fees and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audits or
"cold comfort" letters, if any, required by or incident to such performance and
compliance. Registration Expenses shall specifically exclude underwriting
discounts and commissions, brokerage or dealer fees, the fees and disbursements
of counsel, accountants or other representatives of a selling Holder, and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a selling Holder, all of which shall be borne by such Holder in
all cases.

     Registration Notice: As set forth in Section 3(b) hereof.

     Sale Period: The 45-day period immediately following the filing with the
SEC by the Company of an annual report of the Company on Form 1-K or a quarterly
report of the Company on Form 10-Q or such other period as the Company may
determine.

     SEC: The Securities and Exchange Commission.

     Securities Act: The Securities Act of 1933, as amended from time to time.

     Shares: The shares of common stock, $.01 par value, of the Company issued
to Holders of Unites upon redemption or exchange of their Units.

     Shelf Registration: A registration required to be effected pursuant to
Section 2 hereof.

     Shelf Registration Statement: shall mean a "shelf" registration statement
of the Company and any other entity required to be a registrant with respect to
such shelf registration statement pursuant to the requirements of the Securities
Act which covers all of the Registrable Securities on an appropriate form under
Rule 415 under the Securities Act, or any similar rule that may be adopted by
the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all materials incorporated by
reference therein.

     Units: Limited partnership interests in the Partnership issued to the
holders in connection with the Contributions.

     Section 2. Shelf Registration Under the Securities Act.

     (a) Filing of Shelf Registration Statement. Within 13 months following the
date hereof, the Company shall cause to be filed a Shelf Registration Statement
providing for the sale by the Holders of all of the Registrable Securities ion
accordance with the terms hereof and will use its reasonable best efforts to
cause such Shelf Registration Statement to be declared effective by the SEC as
soon as reasonably practicable. The Company agrees to use it reasonable best
efforts to keep the Shelf Registration Statement continuously effective under
the Securities Act until such time as the aggregate number of Units and
Registrable Securities outstanding is less than 5% of the aggregate number of
Units outstanding on the date hereof (after giving effect to the Contributions)
and, subject to Section 3(b) and Section 3(i), further agrees to supplement or
amend the Shelf Registration Statement, if and as required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement



                                      -3-


or by the Securities Act or by any other rules and regulations thereunder for
Shelf Registration. Each Holder who sells Shares as part of the Shelf
Registration shall be deemed to have agreed to all of the terms and conditions
of this Agreement and to have agreed to perform any and all obligations of a
Holder hereunder.

     (b) Expenses. The Company shall pay all Registration Expenses in connection
with the registration pursuant to Section 2(a). Each Holder shall pay all
underwriting discounts and commissions, brokerage or dealer fees, the fees and
disbursements of counsel, accountants or other representatives of such Holder
and transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement or Rule 144
under the Securities Act.

     (c) Inclusion in Shelf Registration Statement. Not later than 30 days prior
to filing the Shelf Registration Statement with the SEC, the Company shall
notify each Holder of its intention to make such filing and request advice from
each Holder as to whether such Holder desires to have Registrable Securities
held by it or which it is entitled to receive not later than the last day of the
first Sale Period occurring in whole or in part after the date of such notice
included in the Shelf Registration Statement at such time. Any Holder who does
not provide the information reasonably requested by the Company in connection
with the Shelf Registration Statement as promptly as practicable after receipt
of such notice, but in no event later than 20 days thereafter, shall not be
entitled to have its Registrable Securities included in the Shelf Registration
Statement at the time it becomes effective, but shall have the right thereafter
to deliver to the Company a Sale Notice as contemplated by Section 3(b).

     Section 3. Registration Procedures.

     In connection with the obligations of the Company with respect to the Shelf
Registration Statement pursuant to Section 2 hereof, the Company shall:

     (a) prepare and file with the SEC, within the time period set forth in
Section 2(a) hereof, a Shelf Registration Statement, which Shelf Registration
Statement (i) shall be available for the sale of the Registrable Securities in
accordance with the intended method or methods of distribution by the selling
Holders thereof and (ii) shall comply as to form in all material respects with
the requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith.

     (b) subject to the last three sentences of this Section 3(b) and to Section
3(i) hereof, (i) prepare and file with the SEC such amendments and
post-effective amendments to the Shelf Registration Statement as may be
necessary to keep the Shelf Registration Statement effective for the applicable
period; (ii) cause each Prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 or any
similar rule that may be adopted under the Securities Act; (iii) respond
promptly to any comments received from the SEC with respect to the Shelf
Registration Statement, or any amendment, post-effective amendment or supplement
relating thereto; and (iv) comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by the Shelf Registration
Statement during the applicable period in accordance with the intended method or
methods of distribution by the selling Holders thereof. Notwithstanding anything
to the contrary contained herein, the Company shall not be required to take any
of the actions described in clauses (i), (ii) or (iii) above with respect to
each particular Holder of Registrable Securities unless and until the Company
has received either a written notice (a "Registration Notice") from a Holder
that such Holder intends to make offers or sales under the Shelf Registration
Statement as specified in such Registration Notice or a written response from
such Holder of the type contemplated by Section 2(c); provided, however, that
the Company shall have 7 business days to prepare and file any such amendment or
supplement after receipt of a Registration Notice. Once a Holder has delivered
such a written response or a Registration Notice to the Company, such Holder
shall promptly provide to the Company such information as the Company reasonably
requests in order to identify such Holder and the method of distribution in a
post-effective amendment to the Shelf Registration Statement or a supplement to
a Prospectus. Offers or sales under the Shelf Registration Statement may be made
only during a Sale Period. Such Holder also shall notify the Company in writing
upon completion of such offer or sale or at such time as such Holder no longer
intends to make offers or sales under the Shelf Registration Statement.



                                      -4-


     (c) furnish to each Holder of Registrable Securities that has delivered a
Registration Notice to the Company, without charge, as many copies of each
applicable Prospectus, including each preliminary Prospectus, and any amendment
or supplement thereto and such other documents as such Holder may reasonably
request, in order to facilitate the public sale or other disposition of the
Registrable Securities; the Company consents to the use of such Prospectus,
including each preliminary Prospectus, by each such Holder of Registrable
Securities in connection with the offering and sale of the Registrable
Securities covered by such Prospectus or the preliminary Prospectus.

     (d) use its reasonable best efforts to register or qualify the Registrable
Securities by the time the Shelf Registration Statement is declared effective by
the SEC under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by the Shelf
Registration Statement shall reasonably request in writing, keep each such
registration or qualification effective during the period the Shelf Registration
Statement is required to be kept effective or during the period offers or sales
are being made by a Holder that has delivered a Registration Notice to the
Company, whichever is shorter, and do any and all other acts and things which
may be reasonably necessary or advisable to enable such Holder to consummate the
disposition in each such jurisdiction of such Registrable Securities owned by
such Holder; provided, however, that the Company shall not be required (i) to
qualify generally to do business in any jurisdiction or to register as a broker
or dealer in such jurisdiction where it would not be required so to qualify or
register but for this Section 3(d), (ii) to subject itself to taxation in any
such jurisdiction or (iii) to submit to the general service of process in any
such jurisdiction.

     (e) notify each Holder when the Shelf Registration Statement has become
effective and notify each Holder of Registrable Securities that has delivered a
Registration Notice to the Company promptly and, if requested by such Holder,
confirm such advice in writing (i) 3hen any post-effective amendments and
supplements to the Shelf Registration Statement become effective, (ii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for that purpose, (iii) if the Company receives
any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose and (iv) of the happening of any event during the
period the Shelf Registration Statement is effective as a result of which the
Shelf Registration Statement or a related Prospectus contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not
misleading.

     (f) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of the Shelf Registration Statement at the earliest
possible moment.

     (g) furnish to each Holder of Registrable Securities that has delivered a
Registration Notice to the Company, without charge, at least one conformed copy
of the Shelf Registration Statement and any post-effective amendment thereto
(without documents incorporated therein by reference or exhibits thereto, unless
requested).

     (h) cooperate with the selling Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any Securities Act legend; and
enable certificates for such Registrable Securities to be issued for such
numbers of shares and registered in such names as the selling Holders may
reasonably request at least two (2) business days prior to any sale of
Registrable Securities.

     (i) subject to the last three sentences of Section 3(b) hereof, upon the
occurrence of any event contemplated by Section 3(e)(iv) hereof, use its
reasonable best efforts promptly to prepare and file a supplement or prepare,
file and obtain effectiveness of a post-effective amendment to the Shelf
Registration Statement or a related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, such Prospectus will
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.



                                      -5-


     (j) make available for inspection by representatives of the Holders of the
Registrable Securities and any counsel or accountant retained by such Holders,
all financial and other records, pertinent corporate documents and properties of
the Company, and cause the respective officers, directors and employees of the
Company to supply all information reasonably requested by any such
representative, counsel or accountant in connection with the Shelf Registration
Statement; provided, however, that such records, documents or information which
the Company determines in good faith to be confidential, and notifies such
representatives, counsel or accountants in writing that such records, documents
or information are confidential, shall not be disclosed by the representatives,
counsel or accountants unless (i) the disclosure of such records, documents or
information is necessary to avoid or correct a material misstatement or omission
in the Shelf Registration Statement, (ii) the release of such records, documents
or information is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction or (iii) such records, documents or information have been
generally made available to the public otherwise than in violation of this
Agreement.

     (k) a reasonable time prior to the filing of any Prospectus, any amendment
to the Shelf Registration Statement or amendment or supplement to a Prospectus,
provide copies of such document (not including any documents incorporated by
reference therein unless requested) to the Holders of Registrable Securities
that have provided a Registration Notice to the Company.

     (l) use its reasonable best efforts to cause all Registrable Securities to
be listed on any securities exchange on which similar securities issued by the
Company are then listed.

     (m) obtain a CUSIP number for all Registrable Securities, not later than
the effective date of the Shelf Registration Statement.

     (n) otherwise use its reasonable efforts to comply with all applicable
rules and regulations of the SEC and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering at least 12
months which shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder. (o) use its reasonable best efforts to cause the
Registrable Securities covered by the Shelf Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of the Company to
enable Holders that have delivered Registration Notices to the Company to
consummate the disposition of such Registrable Securities.

     The Company may require each Holder of Registrable Securities to furnish to
the Company in writing such information regarding the proposed distribution by
such Holder of such Registrable Securities as the Company may from time to time
reasonably request in writing.

     In connection with and as a condition to the Company's obligations with
respect to the Shelf Registration Statement pursuant to Section 2 hereof and
this Section 3, each Holder agrees that (i) it will not offer or sell its
Registrable Securities under the Shelf Registration Statement until (A) it has
either (1) provided a Registration Notice pursuant to Section 3(b) hereof or (2)
had Registrable Securities included in the Shelf Registration Statement at the
time it became effective pursuant to Section 2(c) hereof and (B) it has received
copies of the supplemented or amended Prospectus contemplated by Section 3(b)
hereof and receives notice that any post-effective amendment has become
effective; (ii) upon receipt of nay notice from the Company of the happening of
any event of the kind described in Section 3(b)(iv) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to the
Shelf Registration Statement until such Holder receives copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof and
receives notice that any post-effective amendment has become effective, and, if
so directed by the Company, such Holder will deliver to the Company (at the
expense of the Company) all copies in its possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
registrable Securities current at the time of receipt of such notice; and (iii)
all offers and sales under the Shelf Registration Statement shall be completed
within forty-five (45) days after the first date on which offers or sales can be
made pursuant to clause (i) above, and



                                      -6-


upon expiration of such forty-five (45) day period the Holder will not offer or
sell its Registrable Securities under the Shelf Registration Statement until it
has again complied with the provisions of clauses (i)(A)(1) and (B) above,
except that if the applicable Registration Notice was delivered to the Company
at a time which was not part of a Sale Period, such forty-five (45) day period
shall be the next succeeding Sale Period.

     Section 4. Restrictions on Public Sale by Holders of Registrable
Securities.

     Each Holder agrees with the Company that:

     (a) If the Company determines in its good faith judgment, after
consultation with counsel, that the filing of the Shelf Registration Statement
under Section 2 hereof or the use of any Prospectus would require the disclosure
of important information which the Company has a bona fide business purpose for
preserving as confidential or the disclosure of which would impede the Company's
ability to consummate a significant transaction, upon written notice of such
determination by the Company, the rights of the Holders to offer, sell or
distribute any Registrable Securities pursuant to the Shelf Registration
Statement or to require the Company to take action with respect to the
registration or sale of any Registrable Securities pursuant to the Shelf
Registration Statement (including any action contemplated by Section 3 hereof)
will be suspended until the date upon which the Company notifies the Holders in
writing that suspension of such rights for the grounds set forth in this Section
4(a) is no longer necessary.

     (b) In the case of the registration of any underwritten equity offering
proposed by the Company (other than any registration by the Company on Form S-8,
or a successor or substantially similar form, of (i) an employee stock option,
stock purchase or compensation plan or of securities issued or issuable pursuant
to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if
requested in writing by the managing underwriter or underwriters administering
such offering, not to effect any offer, sale or distribution of Registrable
Securities ) or any option or right to acquire Registrable Securities) during
the period commencing on the 10th day prior to the expected effective date
(which date shall be stated in such notice) of the registration statement
covering such underwritten primary equity offering and ending on the date
specified by such managing underwriter in such written request to such Holder,
which date shall not be later than six months after such expected date of
effectiveness;

     (c) In the event that any Holder uses a Prospectus in connection with the
offering and sale of Registrable Securities covered by such Prospectus, such
Holder will use only the latest version of such Prospectus provided to it by the
Company.

     Section 5. Indemnification Contribution.

     (a) Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Holder and its officers and directors and each person, if
any, who controls any Holder within the meaning of Section 15 of the Securities
Act as follows:

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Shelf Registration
     Statement (or any amendment thereto) or any Prospectus, including all
     documents incorporated therein by reference, or the omission or alleged
     omission therefrom of a material fact necessary in order to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading;

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, if such settlement is effected with
     the written consent of the Company; and



                                      -7-


          (iii) against any and all expense whatsoever, as incurred (including
     reasonable fees and disbursements of counsel), reasonably incurred in
     investigating, preparing or defending against any litigation, or
     investigation or proceeding by any governmental agency or body, commenced
     or threatened, in each case whether or not a party, or any claim whatsoever
     based upon any such untrue statement or omission, or any such alleged
     untrue statement or omission, to the extent that any such expense is not
     paid under clause (i) or (ii) above;

provided, however, that the indemnity provided pursuant to this Section 5(a)
does not apply to any Holder with respect to any loss, liability, claim, damage
or expense to the extent arising out of any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by such Holder expressly for
use in the Shelf Registration Statement (or any amendment thereto) or any
Prospectus.

     (b) Indemnification by Holders. Each Holder severally agrees to indemnify
and hold harmless the Company and the other selling Holders, and each of their
respective directors and officers (including each director and officer of the
Company who signed the Shelf Registration Statement), and each person, if any,
who controls the Company or any other selling Holder within the meaning of
Section 15 of the Securities Act, to the same extent as the indemnity contained
in Section 5(a) hereof (except that any settlement described in Section 5(a)(2)
shall be effected with the written consent of such Holder), but only insofar as
such loss, liability, claim, damage or expense arises out of or is based upon
any untrue statement or omission, or alleged untrue statement or omission, made
in the Shelf Registration Statement (or any amendment thereto) or any Prospectus
in reliance upon and in conformity with written information furnished to the
Company by such selling Holder expressly for use in the Shelf Registration
Statement (or any amendment thereto) or such Prospectus. In no event shall the
liability of any Holder under this Section 5(b) be greater in amount than the
dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.

     (c) Each indemnified party shall give reasonably prompt notice to each
indemnifying party of any action or proceeding commenced against it in respect
of which indemnity may be sought hereunder, but failure so to notify an
indemnifying party (i) shall not relieve it from any liability which it may have
under the indemnity agreement provided in Section 5(a) or (b) unless and to the
extent it did not otherwise learn of such action and the lack of notice by the
indemnified party results in the forfeiture by the indemnifying party of
substantial rights and defenses and (ii) shall not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided under Section 5(a) or (b). If the
indemnifying party so elects within a reasonable time after receipt of such
notice, the indemnifying party may assume the defense of such action or
proceeding at such indemnifying party's own expense with counsel chosen by the
indemnifying party; provided, however, that, if such indemnified party or
parties reasonably determine that a conflict of interest exists where it is
advisable for such indemnified part or parties to be represented by separate
counsel or that, upon advice of counsel, there may be legal defenses available
to them which are different from or in addition to those available to the
indemnifying party, then the indemnifying party shall not be entitled to assume
such defense and the indemnified party or parties in the aggregate shall be
entitled to one separate counsel at the indemnifying party's expense. If an
indemnifying party is not so entitled to assume the defense of such action or
does not assume such defense, after having received the notice referred to in
the first sentence of this Section 5(c), the indemnifying party or parties will
pay the reasonable fees and expenses of counsel for the indemnified party or
parties. In such event however, no indemnifying party will be liable for any
settlement effected without the written consent of such indemnifying party. If
an indemnifying party is entitled to assume, and assumes, the defense of such
action or proceeding in accordance with this paragraph, such indemnifying party
shall not be liable for any fees and expenses of counsel for the indemnified
parties incurred thereafter in connection with such action or proceeding.

     (d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in this Section 5 is
for any reason held to be unenforceable although applicable in accordance with
its terms, the Company and the selling Holders shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity agreement incurred by the Company and the selling Holders, in
such proportion as is appropriate to reflect



                                      -8-


the relative fault of and benefits to the Company on the one hand the selling
Holders on the other (in such proportions that the selling Holders are
severally, not jointly, reasonable for the balance), in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations. The
relative benefits to the indemnifying party and indemnified parties shall be
determined by reference to, among other things, the total proceeds received by
the indemnifying party and indemnified parties in connection with the offering
to which such losses, liabilities, claims, damages, or expenses relate. The
relative fault of the indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether the action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or the indemnified parties, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action.

     The Company and the Holders agree that it would not be just or equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no selling Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities of such selling Holder were offered to
the public exceeds the amount of any damages which such selling Holder is
otherwise required to pay by reason of such untrue statement or omission.

     Notwithstanding the foregoing, no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person w ho was not guilty of such
fraudulent misrepresentation. For purposes of this Section 5(d), each Person, if
any, who controls a Holder within the meaning of Section 15 of the Securities
Act and directors and officers of a Holder shall have the same rights to
contribution as such Holder, and each director of the Company, each officer of
the Company w ho signed the Shelf Registration Statement and each Person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act shall have the same rights to contribution as the Company.

     Section 6. Rule 144 Sales.

     (a) The Company covenants that it will file the reports requires to be
filed by the Company under the Securities Act and the Exchange Act, so as to
enable any H older to sell Registrable Securities pursuant to Rule 144 under the
Securities Act.

     (b) In connection with any sale, transfer or other disposition by any
Holder of any Registrable Securities pursuant to Rule 144 under the Securities
Act, the Company shall cooperate with such Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any Securities Act legend, and enable certificates for
such Registrable Securities to be for such number of shares and registered in
such names as the selling Holders may reasonably request at least two business
days prior to any sale of Registrable Securities.

     Section 7. Miscellaneous.

     (a) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
without consent of the Company and Holders constituting Majority Holders;
provided, however, that no amendment, modification or supplement or waiver or
consent to the departure with respect to the provisions of Sections 2, 3, 4, 5,
6 or 7(a) hereof or the definition of Registrable Securities or which would
impair the rights of any Holder under such provisions, shall be effective as
against any Holder of Registrable Securities or Units redeemable for Registrable
Securities unless consented to in writing by such Holder of Registrable
Securities or Units. Notice of any amendment, modification or supplement to this
Agreement adopted in accordance with this Section 7(a) shall be provided by
Company to each Holder of Registrable Securities or Units redeemable for
Registrable



                                      -9-


Securities at least thirty (30) days prior to the effective date of such
amendment, modification or supplement.

     (b) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, registered first-class
mail, telex, telecopier or any courier guaranteeing overnight delivery, (i) if
to a Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 7(b),
which address initially is, with respect to each H older, the address set forth
in the Partnership Agreement, or (ii) to the Company, at 150 N. Wacker Drive,
Suite 150, Chicago, Illinois 60606, Attention: President.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five (5) business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; or at
the time delivered if delivered by an air courier guaranteeing overnight
delivery.

     (c) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
Company and the Holders, including without limitation and without the need for
an express assignment, subsequent Holders. If any successor, assignee or
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such Person shall be entitled to receive the
benefits hereof and shall be conclusively deemed to have agreed to be bound by
all of the terms and provisions hereof.

     (d) Headings. The headings in this Agreement are for the convenience of
reference only and shall not limited or otherwise affect the meaning hereof.

     (e) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAW PROVISIONS THEREOF.

     (f) Specific Performance. The Company and the Holders acknowledge that
there would be no adequate remedy at law if any party fails to perform any of
its obligations hereunder, and accordingly agree that the Company and each
Holder, in addition to any other remedy to which it may be entitled at law or in
equity, shall be entitled to compel specific performance of the obligations of
another under this Agreement in accordance with the terms and conditions of this
Agreement in any court of the United States or any State thereof having
jurisdictions.

     (g) Entire Agreement. This Agreement is intended by the Company as a final
expression of its agreement and is intended to be a complete and exclusive
statement of the agreement and understanding of the Company in respect of the
subject matter contained herein. This Agreement supersedes all prior agreements
and understandings of the Company with respect to such subject matter.

     IN WITNESS WHEREOF, the Company has executed this Agreement as of the date
first written above.


                               FIRST INDUSTRIAL REALTY TRUST, INC.

                               By:      _________________________________
                               Name:    _________________________________
                               Title:   _________________________________

                                                                   July 30, 2004


First Industrial Realty Trust, Inc.
311 S. Wacker Drive, Suite 4000
Chicago, Illinois  60606

Ladies and Gentlemen:

     We have acted as counsel for First Industrial Realty Trust, Inc. (the
"Company") and First Industrial, L.P. (the "Operating Partnership") in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company and the Operating Partnership with the
Securities and Exchange Commission (the "Commission") for registration under the
Securities Act of 1933, as amended (the "Securities Act"), of senior debt
securities of the Operating Partnership (the "Debt Securities") to be offered
from time to time by the Operating Partnership. The Debt Securities will be
issued pursuant to the Indenture (the "Indenture"), dated as of May 13, 1997,
between the Operating Partnership and U.S. Bank Trust National Association
(formerly known as First Trust National Association), as trustee (the "Trustee")
for aggregate proceeds of up to $375,000,000.

     In our examination of such documents, instruments and other papers as we
have deemed necessary or appropriate for the purpose of rendering this opinion,
we have assumed the genuineness of all signatures on original and certified
documents and the conformity to original and certified documents of all copies
submitted to us as conformed, photostatic or other copies. We have also assumed
that the Registration Statement and any amendments thereto (including any
post-effective amendments) will have become effective and will comply with all
applicable laws at the time the Debt Securities are offered or issued as
contemplated by the Registration Statement. As to matters of fact, we have
relied upon representations of officers of the Company.

     Based upon the foregoing examination, information supplied and assumptions,
it is our opinion that when (a) the definitive terms of any series of Debt
Securities and of their issue and sale have been duly established in accordance
with the provisions of the Indenture so as not to violate any applicable law or
agreement or instrument then binding on the Operating Partnership, (b) such
series of Debt Securities has been duly executed by the Operating Partnership
and authenticated by the Trustee, (c) such series of Debt Securities has been
issued and delivered in the manner contemplated by the Indenture, the
Registration Statement, the prospectus contained therein and the applicable
prospectus supplement and (d) such series of Debt



                                      -2-


Securities has been duly paid for by the purchasers thereof, such series of Debt
Securities will be entitled to the benefits of the Indenture, and will be the
valid and binding obligations of the Operating Partnership, enforceable in
accordance with its terms, except as the enforceability thereof may be limited
by the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and subject, as to enforceability, to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     We are attorneys admitted to practice in the State of New York. We express
no opinion concerning the laws of any jurisdiction other than the Delaware
Revised Uniform Limited Partnership Act, the laws of the United States of
America and the laws of the State of New York.

     We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Matters" and to the inclusion of this opinion
as an exhibit to the Registration Statement. Our consent to such reference does
not constitute a consent under Section 7 of the Securities Act as in consenting
to such reference we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under Section 7 or under the rules and regulations of the Commission
thereunder.

                         Very truly yours,



                         /s/ Cahill Gordon & Reindel LLP

                                                                   July 30, 2004





First Industrial Realty Trust, Inc.
311 S. Wacker Drive, Suite 4000
Chicago, Illinois  60606


Ladies and Gentlemen:

     We have acted as counsel for First Industrial Realty Trust, Inc. (the
"Company") and First Industrial, L.P. (the "Operating Partnership") in
connection with the Registration Statement on Form S-3 filed by the Company and
the Operating Partnership with the Securities and Exchange Commission for
registration under the Securities Act of 1933, as amended, on July 30, 2004 (the
"Registration Statement"). We have been asked to provide our opinion as to
certain federal income tax matters arising under the Internal Revenue Code of
1986, as amended (the "Code"), relating to the Company's qualification for
taxation as a real estate investment trust (a "REIT") under the Code .

     The opinions set forth in this letter are based on relevant provisions of
the Code, Treasury Regulations thereunder and interpretations of the foregoing
as expressed in court decisions and administrative determinations as of the date
hereof. These provisions and interpretations are subject to changes (possibly on
a retroactive basis) that might result in modifications of our opinions.

     For purposes of rendering the opinions set forth in this letter, we have
reviewed the Registration Statement and such other documents, law and facts as
we have deemed necessary. In our review, we have assumed the genuineness of all
signatures; the proper execution of all documents; the authenticity of all
documents submitted to us as originals; the conformity to originals of all
documents submitted to us as copies; and the authenticity of the originals of
any copies.



                                      -2-


     The opinions set forth in this letter are premised on certain written
factual representations made by the Company in a certificate dated as of the
date hereof (the "Certificate") and are also premised on an assumption that if
the Company ultimately were found not to have satisfied the gross income
requirements of the REIT provisions as a result of certain development
agreements entered into by the Company, such failure was due to reasonable cause
and not due to willful neglect. For purposes of our opinions, we have not made
an independent investigation of the representations contained in the
Certificate, and consequently we have relied on the representations therein that
the information contained in the Certificate or otherwise furnished to us
accurately describes all material facts relevant to our opinions. Although we
have not independently investigated the representations made to us in the
Certificate, nothing has come to our attention that would lead us to question
the accuracy of any such representations.

     Based upon and subject to the foregoing:

          (i) 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 the Certificate) will
     enable it to continue to meet the requirements for qualification and
     taxation as a REIT under the Code; and

          (ii) The information relating to U.S. federal income tax matters in
     the Registration Statement under "Risk Factors" and "Certain U.S. Federal
     Income Tax Considerations," 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.

     We express no opinion other than the opinions expressly set forth herein
(the "Opinions"). The Opinions are not binding on the Internal Revenue Service
(the "IRS") and the IRS may disagree with the Opinions. Although we believe that
the Opinions would be sustained if challenged, there can be no assurance that
this will be the case.

     The Opinions are based upon the law as it currently exists. Consequently,
future changes in the law may cause the federal income tax treatment of the
matters referred to herein to be materially and adversely different from that
described above (possibly on a retroactive basis). In addition, any variation in
the facts from those set forth in the Registration Statement or the
representations contained in the Certificate or otherwise provided to us may
affect the conclusions stated in the Opinions. Moreover, the Company's
qualification and taxation as a REIT depend upon the Company's ability to meet,
through actual operating results, distribution levels, diversity of stock
ownership and various other qualification tests imposed under the Code, none of
which will be reviewed by us. Accordingly, no assurance can be given that the
actual results of the Company's operations for any taxable year will satisfy the
requirements for the Company to maintain its qualification as a REIT.



                                      -3-


     Neither this opinion nor any part hereof may be delivered to, or used or
relied upon by, any person other than you without our prior written consent.

                                Very truly yours,

                                /s/ Cahill Gordon & Reindel LLP

                                                                    EXHIBIT 12.1





                       FIRST INDUSTRIAL REALTY TRUST, INC.
 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                             (DOLLARS IN THOUSANDS)



                                  Three Months
                                                          Ended          Year Ended December 31,
                                                                     -------------------------------------------------------
                                                      March 31, 2004 2003 (c)    2002 (c)   2001 (c)   2000 (c)   1999 (c)
                                                      -------------------------  ---------  ---------  ---------- ----------

                                                                                                 
Income from Continuing Operations Before
      Minority Interest Allocable to Continuing
      Operations....................................   $   6,051      $ 35,945    $ 48,859   $ 99,166     $95,711   $111,374

Plus:  Interest Expense and Amortization of
      Deferred Financing Costs......................      24,144        97,220      92,312     84,389      85,675     81,231
                                                      -------------- ----------  ---------  ---------  ---------- ----------

Earnings Before Income Allocated to Minority
      Interest and Fixed Charges....................   $  30,195      $133,165   $141,171    $183,555    $181,386   $192,605
                                                      ============== ==========  =========  =========  ========== ==========

Fixed Charges and Preferred Stock Dividends (a).....   $  29,579      $118,157   $127,243    $128,917    $123,722   $119,643
                                                      ============== ==========  =========  =========  ========== ==========

Ratio of Earnings to Fixed Charges and
      Preferred Stock Dividends (b).................      1.02x        1.13x       1.11x      1.42x       1.47x      1.61x
                                                      ============== ==========  =========  =========  ========== ==========






     (a)  Included in Fixed Charges and Preferred Stock Dividends is the
          write-off of initial offering costs associated with the redemption of
          Preferred Stock in the amount of $3,707 and $4,577 for the years ended
          December 31, 2002 and 2001, respectively.

     (b)  For purposes of computing the ratios of earnings to fixed charges and
          preferred stock dividends, earnings have been calculated by adding
          fixed charges (excluding capitalized interest) to income from
          continuing operations before minority interest allocable to continuing
          operations. Fixed charges consist of interest costs, whether expensed
          or capitalized and amortization of deferred financing costs.

     (c)  During the three months ended March 31, 2004, the Company sold twenty
          industrial properties that met the criteria established by the
          Financial Accounting Standards Board's Statement of Financial
          Accounting Standards No. 144, "Accounting for the Impairment or
          Disposal of Long Lived Assets' ("FAS 144") to be included in
          discontinued operations. At March 31, 2004, the Company also owned two
          industrial properties classified as held for sale that met the
          criteria established by FAS 144 to be included in discontinued
          operations. In accordance with FAS 144, the results of operations of
          the twenty industrial properties sold during the three months ended
          March 31, 2004 and the two industrial properties held for sale at
          March 31, 2004 are included in discontinued operations. Income from
          continuing operations for the years ended December 31, 1999 through
          2003 reported in the table above has been restated to reflect the
          reclassification of the net income attributable to these properties
          from continuing operations to discontinued operations. As a result,
          income from continuing operations and ratio of earnings to fixed
          charges and preferred stock dividends reported in the table above will
          not agree to the income from continuing operations and ratio of
          earnings to fixed charges and preferred stock dividends reported in
          the Company's 2003 Form 10-K.

                                                                    Exhibit 12.2





                             FIRST INDUSTRIAL, L.P.
               COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

                             (DOLLARS IN THOUSANDS)



                                                      Three Months
                                                          Ended          Year Ended December 31,
                                                                     -------------------------------------------------------
                                                      March 31, 2004 2003 (b)    2002 (b)   2001 (b)   2000 (b)   1999 (b)
                                                      -------------------------  ---------  ---------  ---------- ----------

                                                                                                 
Income from Continuing Operations..................   $      8,848   $  42,212   $  74,745  $ 106,047  $   99,770  $ 114,729

Plus:  Interest Expense and Amortization of
      Deferred Financing Costs.....................         24,098      96,959      89,297     80,583      82,568     78,094
                                                      -------------- ----------  ---------  ---------  ---------- ----------

Earnings Before Fixed Charges......................   $     32,946   $ 139,171   $ 164,042  $ 186,630  $ 182,338   $ 192,823
                                                      ============== ==========  =========  =========  ========== ==========

Fixed Charges......................................   $     24,489   $  97,720   $  97,089  $  90,533  $  87,771   $  83,662
                                                      ============== ==========  =========  =========  ========== ==========

Ratio of Earnings to Fixed Charges (a).............       1.35x         1.42x       1.69x      2.06x      2.08x      2.30x
                                                      ============== ==========  =========  =========  ========== ==========





     (a)  For purposes of computing the ratios of earnings to fixed charges,
          earnings have been calculated by adding fixed charges (excluding
          capitalized interest) to income from continuing operations. Fixed
          charges consist of interest costs, whether expensed or capitalized and
          amortization of deferred financing costs.

     (b)  During the three months ended March 31, 2004, the Operating
          Partnership sold 18 industrial properties that met the criteria
          established by the Financial Accounting Standards Board's Statement of
          Financial Accounting Standards No. 144, "Accounting for the Impairment
          or Disposal of Long Lived Assets' ("FAS 144") to be included in
          discontinued operations. At March 31, 2004, the Operating Partnership
          also owned two industrial properties classified as held for sale that
          met the criteria established by FAS 144 to be included in discontinued
          operations. In accordance with FAS 144, the results of operations of
          the 18 industrial properties sold during the three months ended March
          31, 2004 and the two industrial properties held for sale at March 31,
          2004 are included in discontinued operations. Income from continuing
          operations for the years ended December 31, 1999 through 2003 reported
          in the table above has been restated to reflect the reclassification
          of the net income attributable to these properties from continuing
          operations to discontinued operations. As a result, income from
          continuing operations and ratio of earnings to fixed charges reported
          in the table above will not agree to the income from continuing
          operations and ratio of earnings to fixed charges reported in
          Operating Partnership's 2003 Form 10-K.

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 9, 2004, except for Note 8 and
Note 10, as to which the date is July 30, 2004, relating to the financial
statements, which appear in First Industrial Realty Trust, Inc.'s Current Report
on Form 8-K filed July 30, 2004. We hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated March
9, 2004, except for Note 9 and Note 11, as to which the date is July 30, 2004,
relating to the financial statements, which appear in First Industrial, L.P.'s
Current Report on Form 8-K filed July 30, 2004. We also consent to the
incorporation by reference of our reports dated March 9, 2004, relating to the
financial statement schedules which appear in First Industrial Realty Trust,
Inc.'s and First Industrial, L.P.'s respective Annual Report on Form 10-K for
the year ended December 31, 2003. We also consent to the references to us under
the heading "Experts" in such Registration Statement.

                                      /s/ PricewaterhouseCoopers LLP

Chicago, Illinois
July 30, 2004

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           __________________________

                                    FORM T-1

                         Statement of Eligibility Under
                      The Trust Indenture Act of 1939 of a
                    Corporation Designated to Act as Trustee
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)
             _______________________________________________________

                               U.S. BANK NATIONAL
                           ASSOCIATION (Exact name of
                           Trustee as specified in its
                                    charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

- --------------------------------------------------------------------------------
            800 Nicollet Mall
         Minneapolis, Minnesota                              55402
- --------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code)
- --------------------------------------------------------------------------------

                                Richard Prokosch
                         U.S. Bank National Association
                              60 Livingston Avenue
                               St. Paul, MN 55107
                                 (651) 495-3918
            (Name, address and telephone number of agent for service)

                             First Industrial, L.P.
                     (Issuer with respect to the Securities)

- --------------------------------------------------------------------------------
           Delaware                                     36-3924586
- --------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
      311 South Wacker Drive
      Suite 4000
      Chicago, Illinois                                        60606
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)
- --------------------------------------------------------------------------------

                                 Debt Securities
                       (Title of the Indenture Securities)


================================================================================





                                    FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the
     Trustee.

     a)   Name and address of each examining or supervising authority to which
          it is subject.

                Comptroller of the
                Currency Washington, D.C.

     b)   Whether it is authorized to exercise corporate trust powers. Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
        Trustee, describe each such affiliation. None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's
           knowledge, the obligor is not in default under any Indenture for
           which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
         statement of eligibility and qualification.

          1.   A copy of the Articles of Association of the Trustee.*

          2.   A copy of the certificate of authority of the Trustee to commence
               business.*

          3.   A copy of the certificate of authority of the Trustee to exercise
               corporate trust powers.*

          4.   A copy of the existing bylaws of the Trustee.*

          5.   A copy of each Indenture referred to in Item 4. Not applicable.

          6.   The consent of the Trustee required by Section 321(b) of the
               Trust Indenture Act of 1939, attached as Exhibit 6.

          7.   Report of Condition of the Trustee as of March 31, 2004,
               published pursuant to law or the requirements of its supervising
               or examining authority, attached as Exhibit 7.



*    Incorporated by reference to Registration Number 333-67188.


                                       2



                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.



                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of St. Paul, State of Minnesota on the 21st of July, 2004.


                                            U.S. BANK NATIONAL ASSOCIATION

                                            By:  /s/ Richard  Prokosch
                                                 ------------------------------
                                                 Richard Prokosch
                                                 Vice President





By:  /s/ Benjamin J. Krueger
     ----------------------------
     Benjamin J. Krueger
     Assistant Vice President





                                       3




                                    Exhibit 6

                                     CONSENT


     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated:  July 21, 2004


                                            U.S. BANK NATIONAL ASSOCIATION


                                            By:  /s/ Richard Prokosch
                                                 ---------------------------
                                                 Richard Prokosch
                                                 Vice President




By:  /s/ Benjamin J. Krueger
     -----------------------------
     Benjamin J. Krueger
     Assistant Vice President



                                       4




                                    Exhibit 7
                         U.S. Bank National Association
                        Statement of Financial Condition
                                 As of 3/31/2004

                                    ($000's)

                                                              3/31/2004
                                                           ---------------
Assets
     Cash and Due From Depository Institutions                $7,180,778
     Federal Reserve Stock                                             0
     Securities                                               45,038,794
     Federal Funds                                             2,593,702
     Loans & Lease Financing Receivables                     116,474,594
     Fixed Assets                                              1,789,213
     Intangible Assets                                        10,532,022
     Other Assets                                              7,996,466
                                                           ---------------
         Total Assets                                       $191,605,569

Liabilities
     Deposits                                               $126,605,087
     Fed Funds                                                 5,698,785
     Treasury Demand Notes                                     3,981,328
     Trading Liabilities                                         252,912
     Other Borrowed Money                                     23,295,560
     Acceptances                                                 148,067
     Subordinated Notes and Debentures                         5,807,310
     Other Liabilities                                         5,587,914
                                                           ---------------
     Total Liabilities                                      $171,376,963

Equity
     Minority Interest in Subsidiaries                        $1,005,645
     Common and Preferred Stock                                   18,200
     Surplus                                                  11,677,397
     Undivided Profits                                         7,527,364
                                                           ---------------
         Total Equity Capital                                $20,228,606

Total Liabilities and Equity Capital                        $191,605,569

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

To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. Bank National Association

By:  /s/ Richard Prokosch
     --------------------------
     Vice President

Date:  July 21, 2004




                                       5