First Industrial Realty Trust, Inc.



                                  50,000 Shares



             Depositary Shares Each Representing 1/100 of a Share of

             Series F Flexible Cumulative Redeemable Preferred Stock

                      (Five-Year Initial Fixed Rate Period)

        (Liquidation Preference Equivalent to $1,000 per Depositary Share

                          of Series F Preferred Stock)





                                  25,000 Shares



             Depositary Shares Each Representing 1/100 of a Share of

             Series G Flexible Cumulative Redeemable Preferred Stock

                      (Ten-Year Initial Fixed Rate Period)

        (Liquidation Preference Equivalent to $1,000 per Depositary Share

                          of Series G Preferred Stock)



                             Underwriting Agreement



                                                                    May 18, 2004



LEHMAN BROTHERS INC.

CREDIT SUISSE FIRST BOSTON LLC

WACHOVIA CAPITAL MARKETS, LLC

BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC.

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019





Ladies and Gentlemen:



     First Industrial Realty Trust, Inc., a Maryland Corporation (the

"Company"), by this agreement (the "Agreement") proposes to issue and sell to

the underwriters named in Schedule I hereto (collectively, the "Underwriters"),

50,000 depositary shares (the "Series F Depositary Shares"), each representing

1/100 of a share of the Series F Flexible Cumulative Redeemable Preferred Stock

(Five-Year Initial Fixed Rate Period) (the "Series F Preferred Shares"), having

a liquidation preference equivalent to $1,000 per Series F Depositary Share of

the Company, and 25,000 depositary shares (the "Series G Depositary Shares," and

together with the Series F Depositary Shares, the "Depositary Shares" or the

"Securities"), each representing 1/100 of a share of the Series G Flexible

Cumulative Redeemable Preferred Stock (Ten-Year Initial Fixed Rate Period) (the

"Series G Preferred Shares," and together with the Series F Preferred Shares,

the "Preferred Shares"), having a liquidation preference equivalent to $1,000

per Series G Depositary Share of the Company, to be issued under two deposit

agreements, one pertaining to the Series F Preferred Shares and the second

pertaining to the Series G Preferred Shares (together, the "Deposit

Agreements"), each between the Company and Equiserve Trust Company, N.A., as

Depositary (the "Depositary").







                                       1

{PAGE}



     The Company and First Industrial, L.P., a Delaware limited partnership

whose sole general partner is the Company (the "Operating Partnership"), have

prepared and filed with the Securities and Exchange Commission (the

"Commission") in accordance with the provisions of the Securities Act of 1933,

as amended, and the rules and regulations of the Commission thereunder

(collectively, the "Securities Act"), a registration statement (file number

333-57992) on Form S-3, relating to certain securities (the "Shelf Securities")

to be issued from time to time by the Company or the Operating Partnership, as

the case may be. The Company also has filed, or proposes to file, with the

Commission pursuant to Rule 424 under the Securities Act ("Rule 424") a

prospectus supplement specifically relating to the Securities (a "Prospectus

Supplement"). The registration statement as amended to the date of this

Agreement and including any registration statement filed pursuant to Rule 462(b)

under the Securities Act (a "Rule 462(b) Registration Statement") is hereinafter

referred to as the "Registration Statement" and the related prospectus covering

the Shelf Securities in the form first used to confirm sales of the Securities

is hereinafter referred to as the "Base Prospectus." The Base Prospectus as

supplemented by any applicable Prospectus Supplement specifically relating to

the Securities in the form first used to confirm sales of the Securities is

hereinafter referred to as the "Prospectus." Any reference in this Agreement to

the Registration Statement, the Base Prospectus or any preliminary prospectus (a

"preliminary prospectus"), as the case may be, previously filed with the

Commission pursuant to Rule 424 or the Prospectus shall be deemed to refer to

and include the documents incorporated by reference therein pursuant to Item 12

of Form S-3 under the Securities Act which were filed under the Securities

Exchange Act of 1934, as amended, and the rules and regulations of the

Commission thereunder (collectively, the "Exchange Act") on or before the date

of this Agreement or the date of the Registration Statement, the Base

Prospectus, any preliminary prospectus or the Prospectus, as the case may be;

and any reference to "amend," "amendment" or "supplement" with respect to the

Registration Statement, the Base Prospectus, any preliminary prospectus or the

Prospectus shall be deemed to refer to and include any documents filed under the

Exchange Act after the date of this Agreement, or the date of the Registration

Statement, the Base Prospectus, any preliminary prospectus or the Prospectus, as

the case may be, which are deemed to be incorporated by reference therein. All

references in this Agreement to financial statements and schedules and other

information which is "contained," "included," "described" or "stated" in the

Registration Statement or the Prospectus (and all other references of like

import) shall be deemed to mean and include all such financial statements and

schedules and other information which is or is deemed to be incorporated by

reference in the Registration Statement or Prospectus, as the case may be.



     The Company hereby agrees with the Underwriters as follows:



     1. The Company agrees to issue and sell the Securities to the several

Underwriters as hereinafter provided, and each Underwriter, on the basis of the

representations and warranties herein contained, but subject to the conditions

hereinafter stated, agrees to purchase, severally and not jointly, from the

Company the number of Securities set forth opposite such Underwriter's name in

Schedule I hereto at a purchase price per Depositary Share of $987.50 (the

"Purchase Price") plus accrued dividends, if any, from the date specified in

Schedule II hereto to the date of payment and delivery.



     2. The Company understands that the several Underwriters intend (i) to make

a public offering (the "Offering") of their respective portions of the

Securities and (ii) initially to offer the Securities upon the terms set forth

in the Prospectus.



     3. Payment for the Securities shall be made to the Company or to its order

in immediately available funds on the date and at the time and place set forth

in Schedule II hereto in the section entitled "Closing Date and Time of

Delivery" (or at such other time and place on the same or such other date, not

later than the 7th Business Day thereafter, as you and the Company may agree in

writing). Such payment will be made upon delivery to, or to you for the

respective accounts of, the Underwriters of the Securities registered in such

names and in such denominations as you shall request not less than two full

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