FIRST INDUSTRIAL REALTY TRUST, INC.



             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)



                              REMARKETING AGREEMENT



                                                                    May 27, 2004



Lehman Brothers Inc.

745 7th Avenue

New York, New York 10019



Ladies and Gentlemen:



     First Industrial Realty Trust, Inc., a Maryland corporation and real estate

investment trust (the "Company"), is issuing today 50,000 Depositary Shares (the

"Depositary Shares") each representing 1/100 of a share of Series F Flexible

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

"Series F Preferred Shares") having a liquidation preference equivalent to

$1,000 per Depositary Share to be issued under a deposit agreement (the "Deposit

Agreement") between the Company and EquiServe Trust Company, N.A., as Depositary

(the "Depositary").



     The Articles Supplementary, dated May 26, 2004, of the Company relating to

the Series F Preferred Shares (the "Series F Articles Supplementary") provide

for the possible Remarketing (as defined below) of the Depositary Shares, on one

or more occasions, at the option of the Company as contemplated in the Series F

Articles Supplementary. As used in this remarketing agreement (the "Agreement"),

the term "Remarketed Securities" means any Depositary Shares offered in a

Remarketing; the term "Remarketing Procedures" means the procedures specified in

Section 2 of the Series F Articles Supplementary; and the term "Remarketing"

means a remarketing of the Remarketed Securities pursuant to the Remarketing

Procedures.



     In connection with any Remarketing, the Company will, to the extent

required under the Securities Act of 1933, as amended and the rules and

regulations promulgated thereunder (the "Securities Act"), in connection with

Remarketings of Remarketed Securities, prepare and file one or more registration

statements under the Securities Act with the Securities and Exchange Commission

(the "Commission") relating to Remarketed Securities, and any necessary

amendments thereto, and will prepare one or more prospectuses (which may be

preliminary or final) complying with the requirements of the Securities Act, and

any necessary supplements thereto, and setting forth or including a description

of the applicable terms of the Remarketed Securities, the terms of the

applicable Remarketing, a description of the Company and such other information

as may be required by the Securities Act.



     Capitalized terms used and not defined in this Agreement shall have the

meanings set forth in the Series F Articles Supplementary. Any reference in this

Agreement to any registration statement or to any preliminary prospectus or

final prospectus (or any amendments or supplements to any of the foregoing)

shall be deemed to (i) refer to any such document as it may at the time be

amended or supplemented and (ii) include any document filed under the Securities





                                       1

{PAGE}



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

thereunder (the "Exchange Act"), and at the time incorporated by reference

therein.



     Section 1. Appointment and Obligations of the Remarketing Agent.



     (a) The Company hereby appoints Lehman Brothers Inc. as exclusive

remarketing agent (the "Remarketing Agent"), and Lehman Brothers Inc. accepts

appointment as Remarketing Agent for the purpose of (i) remarketing Remarketed

Securities on behalf of the holders thereof and (ii) performing such other

duties as are assigned to the Remarketing Agent in the Remarketing Procedures,

all in accordance with and pursuant to the Remarketing Procedures.



     (b) The Remarketing Agent agrees (i) to use commercially reasonable efforts

to remarket the Remarketed Securities tendered or deemed tendered to the

Remarketing Agent in any Remarketing, (ii) to notify the Company of the new

Fixed Rate, if any, established pursuant to any Remarketing and (iii) to carry

out such other duties as are assigned to the Remarketing Agent in the

Remarketing Procedures, all in accordance with the provisions of the Remarketing

Procedures.



     (c) On any date during which a Remarketing is being conducted, the

Remarketing Agent shall use commercially reasonable efforts to remarket, at a

price equal to $1,000 per Depositary Share, Remarketed Securities tendered or

deemed tendered for purchase.



     (d) If, as a result of the Remarketing Agent's efforts described in Section

1(c), the Remarketing Agent has determined on any date during which a

Remarketing is being conducted that it will be able to remarket all Remarketed

Securities tendered or deemed tendered for purchase at a price of $1,000 per

Depositary Share (including any accrued and unpaid distributions or interest,

the "Remarketing Purchase Price") prior to 4:00 P.M., New York City time, on

such date (any such date of determination, a "Remarketing Date"), the

Remarketing Agent shall determine the Fixed Rate resulting from such Remarketing

and to be applicable to the next succeeding Distribution Period, which shall be

the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent

per annum) which the Remarketing Agent determines, in its sole judgment, to be

the lowest rate per annum, if any, that will enable it to remarket all

Remarketed Securities tendered or deemed tendered for Remarketing at the

Remarketing Purchase Price.



     (e) If any holder of Remarketed Securities submits a Notice of Election to

tender some or all of its Depositary Shares in a Remarketing and separately

notifies the Remarketing Agent that such holder desires to continue to hold a

number of Depositary Shares, but only if the Fixed Rate determined by the

applicable Remarketing is not less than a specified rate per annum, the

Remarketing Agent shall give priority to such holder's purchase of such number

of Remarketed Securities in the Remarketing, provided that the new Fixed Rate is

not less than such specified rate.



     (f) By approximately 4:30 P.M., New York City time, on a Remarketing Date,

the Remarketing Agent shall advise, by telephone, (i) the Depository Trust

Company (the "DTC") participant who will receive a credit for the Depositary

Shares on DTC's records (the "Depositary Participant"), the Company and the

Calculation Agent of any new Fixed Rate established pursuant to the Remarketing

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC