Unassociated Document


    


    


    


    


    7.25%
      Series J Cumulative Redeemable Preferred Stock

    (Liquidation
      Preference $250,000.00 Per Share)

     

    ARTICLES
      SUPPLEMENTARY

     

    FIRST
      INDUSTRIAL REALTY TRUST, INC.

     

    ____________________________

     

    Articles
      Supplementary of Board of Directors Classifying

    and
      Designating a Series of Preferred Stock as

    7.25%
      Series J Cumulative Redeemable Preferred Stock

    and
      Fixing Distribution and

    Other
      Preferences and Rights of Such Series

     

    ____________________________

     

    Dated
      as
      of January 12, 2006

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FIRST
      INDUSTRIAL REALTY TRUST, INC.

     

    __________

     

    Articles
      Supplementary of Board of Directors Classifying

    and
      Designating a Series of Preferred Stock as

     

    7.25%
      Series J 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,
      December 3, 1998, May 12, 2004 and July 28, 2004 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 Dividend Rate (as defined herein) and other terms of such
      series. As used herein, the term “Board
      of Directors”
shall
      mean the board of directors of the Company and any committee duly and validly
      authorized by such board of directors to perform any of its responsibilities
      with respect to the matters addressed herein. The Special Committee pursuant
      to
      a resolution dated December 1, 2005 (i) authorized the creation and issuance
      of
      up to 1,000 shares of Series J Cumulative Redeemable Preferred Stock which
      stock
      was previously authorized but not issued and (ii) determined the preferences,
      conversion and other rights, voting powers, restrictions, limitations as to
      dividends, qualifications, and terms and conditions of redemption of the shares
      of such series and authorized the Dividend Rate (which rate shall be 7.25%
      as
      adjusted as provided herein) payable on such series. Such preferences,
      conversion and other rights, voting powers, restrictions, limitations as to
      dividends, qualifications, and terms and conditions of redemption and number
      of
      shares, 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 7.25% Series J Cumulative
      Redeemable Preferred Stock (the “Series
      J Preferred Shares”)
      and
      the number of shares which shall constitute such series shall be 1,000 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.

     


    
      
        
        

      

      
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    Section
      2. Dividend
      Rights.
      (1)
      Dividends shall be payable in cash on the Series J Preferred Shares when, as
      and
      if declared by the Board of Directors, out of assets legally available therefor:
      (i) for the period (the “Initial
      Dividend Period”)
      from
      the Deemed Original Issue Date (as defined below) to but excluding April 1,
      2006, and (ii) for each quarterly dividend period thereafter (the Initial
      Dividend Period and each quarterly dividend period being hereinafter
      individually referred to as a “Dividend
      Period”
and
      collectively referred to as “Dividend
      Periods”),
      which
      quarterly Dividend Periods shall commence on January 1, April 1,
      July 1, and October 1 in each year (each, a “Dividend
      Period Commencement Date”),
      commencing on April 1, 2006, and shall end on and include the day next preceding
      the next Dividend Period Commencement Date, at a rate per annum equal to 7.25%
      of the liquidation preference thereof (the “Dividend
      Rate”);
      provided, however, that during any period of time (each a “Special
      Dividend Rate Period”)
      that
      any Series J Preferred Shares remain outstanding and both (i) the Series J
      Preferred Shares (or any depositary shares evidencing a fractional interest
      therein) are not listed on the New York Stock Exchange or the American Stock
      Exchange, or quoted on the NASDAQ/National Association of Securities Dealers
      Automated Quotation System, and (ii) the Company is not subject to the reporting
      requirements of the Securities Exchange Act of 1934, as amended (the
“Exchange
      Act”),
      the
      Dividend Rate shall be a rate per annum equal to 8.25% of the liquidation
      preference thereof. Dividends on each Series J Preferred Share shall be
      cumulative from the Deemed Original Issue Date of such share and shall be
      payable, without interest thereon, when, as and if declared by the Board of
      Directors, on March 31, June 30, September 30 and December 31 of each year,
      commencing on March 31, 2006 or, in the case of Series J Preferred Shares with
      a
      Deemed Original Issue Date after March 31, 2006, the first such dividend payment
      date following such Deemed Original Issue Date; provided,
      that if
      any such day shall be a Saturday, Sunday, or a day on which banking institutions
      in the State of New York are authorized or obligated by law to close, or a
      day
      which is or is declared a national or a New York state holiday (any of the
      foregoing a “Non-Business
      Day”),
      then
      the payment date shall be the next succeeding day which is not a Non-Business
      Day. Each such dividend shall be paid to the holders of record of Series J
      Preferred Shares as they appear on the stock register of the Company on such
      record date, not more than 45 days nor less than 15 days preceding the payment
      date thereof, as shall be fixed by the Board of Directors. Dividends on account
      of arrears for any past Dividend Periods may be declared and paid at any time,
      without reference to any regular dividend payment date, to holders of record
      on
      such date, not more than 45 days nor less than 15 days preceding the payment
      date thereof, as may be fixed by the Board of Directors. After an amount equal
      to full cumulative dividends on this series, including for all past dividend
      periods, if any, and the then current Dividend Period, has been paid to holders
      of record of Series J Preferred Shares entitled to receive dividends as set
      forth above by the Company, or such dividends have been declared and funds
      therefor set aside for payment, the holders of Series J Preferred Shares will
      not be entitled to any further dividends with respect to that Dividend
      Period.

     

    “Deemed
      Original Issue Date”
means
      (a) in the case of any share which is part of the first issuance of Series
      J Preferred Shares or part of a subsequent issuance of Series J Preferred Shares
      prior to April 1, 2006, the date of such first issuance and (b) in the case
      of any share which is part of a subsequent issuance of Series J Preferred Shares
      on or after April 1, 2006, the later of (x)  April 1, 2006 and (y) the
      latest Dividend Period

     


    
      
        
        

      

      
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    Commencement
      Date which precedes the date of issuance of such share and which succeeds the
      last Dividend Period for which full cumulative dividends have been paid;
provided
      that, in
      the case of any share which is part of a subsequent issuance on or after April
      1, 2006, the date of issuance of which falls between (i) the record date
      for dividends payable on the first succeeding dividend payment date and
      (ii) such dividend payment date, the “Deemed
      Original Issue Date”
means
      the date of the Dividend Period Commencement Date that immediately follows
      the
      date of issuance.

     

    (2) 
      Dividends
      payable on Series J Preferred Shares for any period greater or less than a
      full
      Dividend Period, including the Initial Dividend Period, shall be computed on
      the
      basis of a 360-day year consisting of twelve 30-day months. Dividends payable
      on
      Series J Preferred Shares for each full Dividend Period shall be computed by
      dividing the Dividend Rate by four.

     

    (3) 
      When
      dividends are not paid in full upon the Series J Preferred Shares and any other
      series of capital stock of the Company ranking on a parity therewith as to
      dividends, all dividends declared upon the Series J Preferred Shares and any
      other series of capital 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 J Preferred Shares and such other series of capital
      stock shall in all cases bear to each other that same ratio that the accumulated
      dividends per share on the Series J Preferred Shares and such other series
      of
      capital stock bear to each other. Except as provided in the preceding sentence,
      unless an amount equal to full cumulative dividends on the Series J Preferred
      Shares has been paid to holders of record of Series J Preferred Shares entitled
      to receive dividends as set forth above by the Company for all past Dividend
      Periods, no dividends (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 J
      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 the Company ranking junior
      to or on a parity with the Series J Preferred Shares as to dividends or upon
      liquidation. Except as provided in clause (9) of Section 4 below, unless an
      amount equal to full cumulative dividends on the Series J Preferred Shares
      has
      been paid to holders of record of Series J Preferred Shares entitled to receive
      dividends as set forth above by the Company for all past Dividend Periods,
      no
      Common Stock or any other Shares of capital stock of the Company ranking junior
      to or on a parity with the Series J 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 J Preferred Shares as to
      dividends and upon liquidation.

     

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

     


    
      
        
        

      

      
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    stockholders,
      before any distribution of assets is made to holders of Common Stock or any
      other shares of capital stock of the Company ranking junior to the Series J
      Preferred Shares upon liquidation, liquidating distributions in the amount
      of
      the stated value of $250,000 per share, plus all accumulated and unpaid
      dividends (whether or not earned or declared) for the then current and all
      past
      Dividend Periods. If, upon any voluntary or involuntary liquidation,
      dissolution, or winding up of the Company, the amounts payable with respect
      to
      the Series J Preferred Shares and any other shares of the Company ranking as
      to
      any such distribution on a parity with the Series J Preferred Shares are not
      paid in full, the holders of Series J 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 J 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 J
      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)
      Except as provided in clause (2) or (9) below, the Series J Preferred Shares
      are
      not redeemable prior to January 15, 2011. On and after such date, the Series
      J
      Preferred Shares are redeemable at the option of the Company, by resolution
      of
      the Board of Directors, in whole or in part, from time to time upon not less
      than 30 nor more than 60 days’ notice, at a cash redemption price of the stated
      value of $250,000 per share, plus all accrued and unpaid dividends (whether
      or
      not earned or declared) to the date of redemption (the “Redemption
      Price”).
      

     

    (2) 
      At
      any
      time within the first 90 days of any Special Dividend Rate Period, the Series
      J
      Preferred Shares are redeemable at the option of the Company, by resolution
      of
      the Board of Directors, in whole but not in part, from time to time upon not
      less than 30 nor more than 60 days’ notice, at a cash redemption price equal to
      the Redemption Price (each, a “Special
      Redemption”).
      Except as otherwise provided in Section 4 hereof, any Special Redemption shall
      be subject to the provisions of Section 4 hereof.

     

    (3) 
      If
      fewer
      than all of the outstanding Series J Preferred Shares are to be redeemed, the
      number of shares to be redeemed will be determined by the Board of Directors
      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 

     


    
      
        
        

      

      
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    avoid
      redemption of fractional shares) or by lot in a manner determined by the Board
      of Directors.

     

    (4) 
      Notwithstanding
      the foregoing, if an amount equal to full dividends for any Dividend Period
      on
      the Series J Preferred Shares has not been paid to holders of record of Series
      J
      Preferred Shares entitled to receive dividends as set forth above by the
      Company, no Series J Preferred Shares or any other series of capital stock
      issued by the Company ranking on a parity with, or junior to, the Series J
      Preferred Shares as to the payment of dividends or as to distribution of assets
      upon liquidation, dissolution or winding up of the Company, as applicable
      (whether or not the dividend rates, dividend payment dates or redemption or
      liquidation prices per share thereof are different from those of the
      Series J Preferred Shares) shall be redeemed, except as provided in clause
      (9) below, unless all outstanding Series J Preferred Shares are simultaneously
      redeemed, and the Company shall not otherwise purchase or acquire, directly
      or
      indirectly, any Series J Preferred Shares or shares of any series of capital
      stock issued by the Company ranking on a parity with, or junior to, the
      Series J Preferred Shares as to the payment of dividends or as to
      distribution of assets upon liquidation, dissolution or winding up of the
      Company, as applicable (whether or not the dividend rates, dividend payment
      dates or redemption or liquidation prices per share thereof are different from
      those of the Series J Preferred Shares); provided,
      however,
      that
      the foregoing shall not prevent the purchase or acquisition of Series J
      Preferred Shares pursuant to a purchase or exchange offer if such offer is
      made
      on the same terms to all holders of Series J Preferred Shares.

     

    (5) 
      Notice
      of
      redemption hereunder 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 nor 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 J 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 J
      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 dividends on the shares to be
      redeemed will cease to accrue on such redemption date. If fewer than all the
      Series J Preferred Shares held by any holder are to be redeemed, the notice
      mailed to such holder shall also specify the number of Series J Preferred Shares
      to be redeemed from such holder.

     

    (6) 
      In
      order
      to facilitate the redemption of Series J 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 J Preferred Shares by the Company (unless the Company
      shall
      fail to make available the money necessary to effect such redemption), the
      holders of shares selected for redemption shall cease to be stockholders with
      respect to such shares 

     


    
      
        
        

      

      
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    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 moneys payable upon such redemption from the Company, less any
      required tax withholding amount, without interest thereon, upon surrender (and
      endorsement or assignment of transfer, if required by the Company and so stated
      in the notice) of their certificates, 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. The Company may,
      at
      its option, at any time after a notice of redemption has been given, deposit
      the
      redemption price for the Series J Preferred Shares designated for redemption
      and
      not yet redeemed, plus any accumulated and unpaid dividends thereon to the
      date
      fixed for redemption, with the transfer agent or agents for the Series J
      Preferred Shares, as a trust fund for the benefit of the holders of the Series
      J
      Preferred Shares designated for redemption, together with irrevocable
      instructions and authority to such transfer agent or agents that such funds
      be
      delivered upon redemption of such shares and to pay, on and after the date
      fixed
      for redemption or prior thereto, the redemption price of the shares to their
      respective holders upon the surrender of their share certificates. From and
      after the making of such deposit, the holders of the shares designated for
      redemption shall cease to be stockholders with respect to such shares and shall
      have no interest in or claims against the Company by virtue thereof and shall
      have no voting or other rights with respect to such shares, except the right
      to
      receive from such trust fund the moneys payable upon such redemption, less
      any
      required tax withholding amount, without interest thereon, upon surrender (and
      endorsement, if required by the Company) of their certificates, and the shares
      represented thereby shall no longer be deemed to be outstanding. Any balance
      of
      such moneys remaining unclaimed at the end of the five-year period commencing
      on
      the date fixed for redemption shall be repaid to the Company upon its request
      expressed in a resolution of its Board of Directors.

     

    (8) 
      Any
      Series J 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.

     

    (9) The
      Series J 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 J Preferred Shares which have been
      exchanged pursuant to such Article for Excess Stock may also 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 J
      Preferred Shares are being redeemed. 

    


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

     


    
      
        
        

      

      
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    (1) If
      and
      whenever full cumulative dividends on the Series J Preferred Shares, or any
      other series of capital stock of the Company ranking on a parity with the Series
      J Preferred Shares as to dividends or upon liquidation (any such series, a
      “Parity
      Preferred Series”),
      for
      six quarterly dividend payment periods, whether or not consecutive, are in
      arrears and unpaid, (such failure to pay by the Company, a “Dividend
      Default”),
      the
      holders of all outstanding Series J 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 dividends in arrears and unpaid on
      the
      Series J 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 J 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 J Preferred Shares and shares
      of any series of outstanding preferred stock 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
      dividends 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 Dividend 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 J 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 prior
      to
      the Series J 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
      J Preferred Shares, voting separately as a class, will be required to amend
      or
      repeal any provision of, or add any provision to, the Charter if such action
      would materially and adversely alter or change the powers, preferences,
      privileges or rights of the outstanding Series J 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 J Preferred Shares as to dividends and
        liquidation rights or in

    

     


    
      
        
        

      

      
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    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 J Preferred Shares are not convertible into shares of any other class
      or
      series of the capital stock of the Company.

     

    Section
      7. Ranking.
      The
      Series J Preferred Shares shall, with respect to dividend rights and rights
      upon liquidation, dissolution or winding up of the Company, rank (a) senior
      to all classes or series of Common Stock and all equity securities issued by
      the
      Company ranking junior to the Series J Preferred Shares as to the payment
      of dividends or as to the distribution of assets upon liquidation, dissolution
      or winding up of the Company, as applicable; (b) on a parity with all
      Series C Preferred Shares, Series F Preferred Shares, Series G
      Preferred Shares, Series I Preferred Shares and any other series of capital
      stock issued by the Company ranking on a parity with the Series J Preferred
      Shares as to the payment of dividends or as to distribution of assets upon
      liquidation, dissolution or winding up of the Company, as applicable, whether
      or
      not the dividend rates, dividend payment dates or redemption or liquidation
      prices per share thereof are different from those of the Series J Preferred
      Shares; and (c) junior to all equity securities issued by the Company, the
      terms of which specifically provide that such equity securities rank senior
      to
      the Series J Preferred Shares as to the payment of dividends or as to
      distribution of assets upon liquidation, dissolution or winding up of the
      Company.

    


    Section
      8. Information
      Rights.
      During
      any Special Dividend Period, the Company will (i) transmit by mail or other
      permissible means under the Exchange Act to all holders of any Series J
      Preferred Share(s) (or any depositary share(s) evidencing a fractional interest
      therein), without cost to such holders, copies of the annual reports on Form
      10-K and quarterly reports on form 10-Q that the Company would have been
      required to file with the Securities and Exchange Commission (“SEC”),
      pursuant to Rule 13 or Rule 15(d) of the Exchange Act if the Company were
      subject to such rules (other than any exhibits that would have been required),
      and (ii) within 15 days following written request, supply copies of such reports
      to any prospective holder of the Series J Preferred Shares or any such
      depositary shares identified adequately in such written request. The Company
      will mail (or otherwise provide) the reports to the holders of Series J
      Preferred Shares or any such depositary shares within 15 days after the
      respective dates by which the Company would have been required to file such
      reports with the SEC if it were subject to Section 13 or 15(d) of the Exchange
      Act.

     

    Section
      9. Severability
      of Provisions.
      If any
      preference, right, voting power, restriction, limitation as to dividends or
      other distributions, qualification or term or condition of redemption of the
      Series J Preferred Shares set forth herein is invalid, unlawful or
      incapable of being enforced by reason of any rule of law or public policy,
      all
      other preferences, rights, voting powers, restrictions, limitations as to
      dividends or other distributions, qualifications or terms or conditions of
      redemption of the Series J Preferred Shares set forth herein which can be
      given effect without the invalid, unlawful or unenforceable provision thereof
      shall, nevertheless, remain in full force and effect, and no preferences,
      rights, voting powers, restrictions, limitations as to dividends or other
      distributions, qualifications or terms or conditions of redemption of the
      Series J Preferred  


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    


    Shares
      herein set forth shall be deemed dependent upon any other provision thereof
      unless so expressed therein.

    


    Section
      10. Effective
      Time.
      These
      Articles Supplementary will become effective at 12:01 a.m. on January 13,
      2006.


    
      
        
        

      

      
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    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
      12th day of January, 2006 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/
      Scott A. Musil

            
Name:
      Scott A. Musil

            
Title:
      Senior Vice President

     

    Attest:

     

    By: _/s/
      John H. Clayton______________     

    Name:
      John H. Clayton

    Title:
      Vice President- Corporate Legal & Secretary

     

     

     

     

    -11-