FIRST INDUSTRIAL REALTY TRUST, INC.



                            2001 STOCK INCENTIVE PLAN







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                                                 TABLE OF CONTENTS

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SECTION 1.           General Purpose of the Plan; Definitions.....................................................1

SECTION 2.           Administration of Plan; Committee Authority to Select Participants and

                     Determine Awards.............................................................................2

SECTION 3.           Shares Issuable under the Plan; Mergers; Substitution........................................4

SECTION 4.           Eligibility..................................................................................4

SECTION 5.           Stock Options................................................................................5

SECTION 6.           Restricted Stock Awards......................................................................8

SECTION 7.           Performance Share Awards.....................................................................9

SECTION 8.           Stock Appreciation Rights....................................................................9

SECTION 9.           Dividend Equivalents........................................................................10

SECTION 10.          Performance Awards..........................................................................10

SECTION 11.          Tax Withholding.............................................................................11

SECTION 12.          Transfer, Leave of Absence, Etc.............................................................12

SECTION 13.          Amendments and Termination..................................................................12

SECTION 14.          Status of Plan..............................................................................12

SECTION 15.          Change of Control Provisions................................................................12

SECTION 16.          General Provisions..........................................................................14

SECTION 17.          Effective Date of Plan......................................................................14

SECTION 18.          Governing Law...............................................................................15



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                       FIRST INDUSTRIAL REALTY TRUST, INC.

                            2001 STOCK INCENTIVE PLAN



SECTION 1. General Purpose of the Plan; Definitions.



         The name of the plan is the First Industrial Realty Trust, Inc. 2001

Stock Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and

enable the officers, employees and Directors of First Industrial Realty Trust,

Inc. (the "Company") and its Affiliates upon whose judgment, initiative and

efforts the Company largely depends for the successful conduct of its business

to acquire a proprietary interest in the Company. It is anticipated that

providing such persons with a direct stake in the Company's welfare will assure

a closer identification of their interests with those of the Company, thereby

stimulating their efforts on the Company's behalf and strengthening their desire

to remain with the Company.



         The following terms shall be defined as set forth below:



         "Act" means the Securities Exchange Act of 1934, as amended.



         "Affiliate" means any entity other than the Company and its

Subsidiaries that is designated by the Board or the Committee as a participating

employer under the Plan, provided that the Company directly or indirectly owns

at least 20% of the combined voting power of all classes of stock of such entity

or at least 20% of the ownership interests in such entity.



         "Award" or "Awards", except where referring to a particular category of

grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock

Options, Stock Appreciation Rights, Restricted Stock Awards, Performance Share

Awards and Dividend Equivalents.



         "Board" means the Board of Directors of the Company.



         "Cause" means the participant's dismissal as a result of (i) any

material breach by the participant of any agreement to which the participant and

the Company or an Affiliate are parties, (ii) any act (other than retirement) or

omission to act by the participant, including without limitation, the commission

of any crime (other than ordinary traffic violations), which may have a material

and adverse effect on the business of the Company or any Affiliate or on the

participant's ability to perform services for the Company or any Affiliate, or

(iii) any material misconduct or neglect of duties by the participant in

connection with the business or affairs of the Company or any Affiliate.



         "Change of Control" is defined in Section 15.



         "Code" means the Internal Revenue Code of 1986, as amended, and any

successor Code, and related rules, regulations and interpretations.



         "Committee" means any Committee of the Board referred to in Section 2.



         "Director" means a member of the Board.





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         "Disability" means disability as set forth in Section 22(e)(3) of the

Code.



          "Dividend Equivalent" means a right, granted under Section 9, to

receive cash, Stock, or other property equal in value to dividends paid with

respect to a specified number of shares of Stock or the excess of dividends paid

over a specified rate of return. Dividend Equivalents may be awarded on a

free-standing basis or in connection with another Award, and may be paid

currently or on a deferred basis.



         "Effective Date" means the date on which the Plan is approved by the

stockholders of the Company as set forth in Section 17.



         "ERISA" means the Employee Retirement Income Security Act of 1974, as

amended, and the related rules, regulations and interpretations.



         "Fair Market Value" on any given date means the last reported sale

price at which Stock is traded on such date or, if no Stock is traded on such

date, the most recent date on which Stock was traded, as reflected on the New

York Stock Exchange or, if applicable, any other national stock exchange which

is the principal trading market for the Stock.



         "Incentive Stock Option" means any Stock Option designated and

qualified as an "incentive stock option" as defined in Section 422 of the Code.



         "Non-Qualified Stock Option" means any Stock Option that is not an

Incentive Stock Option.



         "Option" or "Stock Option" means any option to purchase shares of Stock

granted pursuant to Section 5.



         "Parent" means a "parent corporation" as defined in Section 424(e) of

the Code.



         "Performance Share Award" means Awards granted pursuant to Section 7.



         "Restricted Stock Award" means Awards granted pursuant to Section 6.



         "Stock" means the Common Stock, $.01 par value per share, of the

Company, subject to adjustment pursuant to Section 3.



         "Subsidiary" means any corporation (other than the Company) in an

unbroken chain of corporations, beginning with the Company if each of the

corporations (other than the last corporation in the unbroken chain) owns stock

possessing 50% or more of the total combined voting power of all classes of

stock in one of the other corporations in the chain.



SECTION 2. Administration of Plan; Committee Authority to Select Participants

           and Determine Awards.



         (a) Committee. The Plan shall be administered by a committee of not

less than two Directors, as appointed by the Board from time to time (the

"Committee"). Unless otherwise

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