MICHAEL J. HAVALA

                              EMPLOYMENT AGREEMENT





          This Employment Agreement (this "Agreement"), is made and entered into

as of the 19 day of July, 2000 (the "Effective Date"), by and between First

Industrial Realty Trust, Inc., a Maryland corporation (the "Employer"), and

Michael J. Havala (the "Executive").



                                    RECITALS



          A.   The Employer desires to employ the Executive as an officer of the

Employer for a specified term.



          B.   The Executive is willing to accept such employment, upon the

terms and conditions hereinafter set forth.



         NOW, THEREFORE, in consideration of the premises and of the covenants

and agreements hereinafter contained, it is covenanted and agreed by and between

the parties hereto as follows:



                                   AGREEMENTS



          1.   POSITION AND DUTIES. The Employer hereby employs the Executive as

Chief Financial Officer of the Employer, or in such other comparable or other

capacity as shall be mutually agreed between the Employer and the Executive by

amendment of this Agreement. During the period of the Executive's employment

hereunder, the Executive shall devote his best efforts and full business time

(excluding any periods of disability, vacation, sick leave or other leave to

which the Executive is entitled), energy, skills and attention to the business

and affairs of the Employer, on an exclusive basis. The Executive's duties and

authority shall consist of and include all duties and authority customarily

performed and held by persons holding equivalent positions with real estate

investment trusts ("REIT's") similar in nature and size to the Employer, as such

duties and authority are reasonably defined, modified and delegated from time to

time by the Chief Executive Officer of the Employer (the "CEO"). The Executive

shall have the powers necessary to perform the duties assigned to him, and shall

be provided such supporting services, staff, secretarial and other assistance,

office space and accouterments as shall be reasonably necessary and appropriate

in light of such assigned duties, as determined by the CEO, but in any event

shall be no less favorable to the Executive than such supporting services,

assistance, office space and accouterments provided to other Senior Headquarters

Executives (as defined in Section 2(c) below) of the Employer.



          2.   COMPENSATION. As compensation for the services to be provided by

the Executive hereunder, the Executive shall receive the following compensation

and other benefits:



          (a)  BASE SALARY. The Executive shall receive a minimum aggregate

annual "Base Salary" at the rate of Two Hundred and Sixty-five Thousand Dollars

($265,000) per







{PAGE}   2





annum, payable in periodic installments in accordance with the regular payroll

practices of the Employer. Such Base Salary shall, during the term hereof, be

subject to discretionary increase (but not decrease), on an annual fiscal year

basis, as recommended by the CEO and approved by the Compensation Committee of

the Board of Directors of the Employer (the "Compensation Committee"), in

accordance with the Employer's compensation policies, as they may be established

from time to time. After any such increase, "Base Salary" shall refer to the

increased amount and shall not thereafter be reduced.



          (b)  PERFORMANCE BONUS. The Executive may receive an annual

"Performance Bonus," payable within sixty (60) days after the end of the fiscal

year of the Employer. The amount (if any) of and the form of the entitlements

(i.e., cash, equity-based awards, or a combination of cash and equity-based

awards) comprising any annual Performance Bonus shall be as recommended by the

CEO and approved by the Compensation Committee in its sole discretion; shall not

be subject to any minimum or guaranteed amount; and shall be generally based on

a combination of company-wide and individual performance criteria. The

Executive's "Maximum Bonus Percentages" are set forth in Exhibit A to this

Agreement. Prior to January 1 of each calendar year, the Executive shall provide

the CEO with a written "Personal Achievement Plan" that sets forth the

Executive's individual performance goals for such calendar year, which goals

shall reflect and be consistent with the Employer's then-current business plan.

Whether all or any of the individual elements of the Executive's Personal

Achievement Plan are achieved during the year shall guide, but shall not bind,

the CEO in making his recommendation of the amount of the Executive's

Performance Bonus. For purposes of this Agreement, the term "Cash Performance

Bonus" shall mean that component of the Performance Bonus paid or payable in

cash.



          (c)  BENEFITS. The Executive shall be entitled to participate in all

plans and benefits that may be from time to time accorded to all, and not simply

any one of, the Executive, the Employer's Chief Investment Officer, the

Employer's Chief Operating Officer and the President of the Employer's

affiliate, FI Development Services Corporation (collectively, the "Senior

Headquarters Executives") and shall receive supplemental life and disability

insurance coverages comparable (as a percentage of Base Salary) to those

received by the CEO, all as determined from time to time by the CEO and approved

(if necessary) by the Compensation Committee of the Board. In addition to the

foregoing perquisites, plans and benefits, commencing in fiscal 2000, the

Executive shall receive an annual allowance of two thousand five hundred dollars

($2,500) for personal financial planning and personal income tax preparation,

which allowance shall (i) be paid no later than March 30 of each year and (ii)

increase five percent (5%) per annum (on a compounded basis), commencing as of

the allowance payment due on or before March 30, 2001. If not paid as of the

date of this Agreement, payment of such allowance for fiscal 2000 shall be made

concurrent with the parties' execution of this Agreement.



          (d)  VACATIONS. The Executive shall be entitled to annual vacations in

accordance with the vacation policy of the Employer, which vacations shall be

taken at a time or times mutually agreeable to the Employer and the Executive;

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