<PAGE>   1
                                                         Exhibit 4.14


                                                         EXECUTION COPY











                             REMARKETING AGREEMENT


                                    between


                             FIRST INDUSTRIAL, L.P.


                                      and


                          J.P. MORGAN SECURITIES INC.

                             as Remarketing Dealer


<PAGE>   2


                               TABLE OF CONTENTS

                               -----------------



<TABLE>
<CAPTION>

                                                                                      PAGE
                                                                                      ----
<S>                                                                                    <C>
SECTION 1.  Definitions                                                                2
SECTION 2.  Representations and Warranties                                             5
SECTION 3.  Covenants of the Company                                                   7
SECTION 4.  Appointment and Obligations of the Remarketing Dealer                     10
SECTION 5.  Fees and Expenses                                                         13
SECTION 6.  Resignation of the Remarketing Dealer                                     14
SECTION 7.  Dealing in the Drs.; Purchase of Drs. by the Company                      14
SECTION 8.  Conditions to Remarketing Dealer's Obligations                            14
SECTION 9.  Indemnification                                                           18
SECTION 10.  Termination of Remarketing Agreement                                     21
SECTION 11.  Remarketing Dealer's Performance; Duty of Care                           22
SECTION 12.  Governing Law                                                            23
SECTION 13.  Term of Agreement                                                        23
SECTION 14.  Successors and Assigns                                                   23
SECTION 15.  Headings                                                                 24
SECTION 16.  Severability                                                             24
SECTION 17.  Counterparts                                                             24
SECTION 18.  Amendments; Waivers                                                      24
SECTION 19.  Notices                                                                  24
</TABLE>





<PAGE>   3


                 REMARKETING AGREEMENT dated as of March 31, 1998
            (the "AGREEMENT") between First Industrial, L.P., a
            Delaware limited partnership (the "COMPANY"), and J.P.
            Morgan Securities Inc. ("JPMSI" and, in its capacity
            as the remarketing dealer hereunder, the "REMARKETING
            DEALER").

                 WHEREAS, the Company has issued $100,000,000
            aggregate principal amount of its 6 1/2% Dealer
            remarketable securities1("DRS."_) pursuant to an
            Indenture dated as of May 13, 1997, as supplemented
            (the "INDENTURE"), from the Company to First Trust,
            National Association, as trustee (the "TRUSTEE"); and

                 WHEREAS, the Drs. are being sold initially
            pursuant to an Underwriting Agreement dated as of
            March 26, 1998 (the "UNDERWRITING AGREEMENT") between
            the Company and JPMSI, Donaldson, Lufkin & Jenrette
            Securities Corporation, Merrill Lynch, Pierce, Fenner
            & Smith Incorporated and UBS Securities LLC, as
            Underwriters; and

                 WHEREAS, the Company has filed with the
            Securities and Exchange Commission (the "COMMISSION")
            a registration statement (No. 333-43641) under the
            Securities Act of 1933, as amended (the "SECURITIES
            ACT"), in connection with the offering of debt
            securities, including the Drs., which registration
            statement was declared effective by order of the
            Commission, and has filed such amendments thereto and
            such amended or supplemented prospectuses as may have
            been required to the date hereof, and will file such
            additional amendments and supplements thereto and such
            additional amended or supplemented prospectuses as may
            hereafter be required (such registration statement,
            including any amendments and supplements thereto, and
            all documents incorporated therein by reference, as
            from time to time amended or supplemented pursuant to
            the Securities Exchange Act of 1934, as amended (the
            "EXCHANGE ACT"), the Securities Act, or otherwise, are
            referred to herein as the "REGISTRATION STATEMENT");
            all preliminary and final prospectuses relating to
            such Registration Statement used in connection with
            the offering of Drs., including the documents
            incorporated by reference therein, are referred to
            herein collectively as the "PROSPECTUS"; provided
            that, if any new or revised prospectus shall be
            provided to the Remarketing Dealer by the Company for
            use in connection with the remarketing of the Drs.
            which differs from the Prospectus filed with the
            Commission at the time of the initial issuance of the
            Drs. (whether or not such revised prospectus is
            required to be filed by the Company pursuant to Rule
            424(b) under the Securities Act), the term
            "PROSPECTUS" shall refer to such new or revised
            prospectus from and after the time it is first
            provided to the Remarketing Dealer for such use, and
            "REGISTRATION STATEMENT" shall refer to the
            Registration

------------------------
    "Dealer remarketable securities" and "Drs." are service marks of J.P. Morgan
Securities Inc.



<PAGE>   4


            Statement as deemed amended by the prospectus so
            provided or any new registration statement of which
            such prospectus is a part; and

                 WHEREAS, JPMSI is prepared to act as the
            Remarketing Dealer with respect to the remarketing of
            the Drs. on April 5, 2001 (the "REMARKETING DATE")
            pursuant to the terms of, but subject to the
            conditions set forth in, this Agreement;

                 NOW, THEREFORE, for and in consideration of the
            covenants herein made, and subject to the conditions
            herein set forth, the parties hereto agree as follows:

                 SECTION 1.  Definitions

                 (a) The following terms have the following meanings:

                 "BASE RATE" means 5.67% per annum.

                 "BUSINESS DAY" means any day other than a
            Saturday or Sunday or other day on which banking
            institutions in the City of New York or Chicago are
            authorized or obligated by law, executive order or
            governmental decree to be closed.

                 "CALL PRICE" means the fair market value of the
            embedded interest rate option implicit in the
            Remarketing Dealer's right to purchase and remarket on
            the Remarketing Date, pursuant to this Agreement, the
            Unremarketable Drs.  The Call Price in respect of any
            Unremarketable Drs. shall equal:

                      (i) if the Remarketing Dealer's request for
                 a Call Price payment is made prior to the
                 Determination Date, the Commercially Reasonable
                 Option Value on the date of such request.
 
                      (ii) if the Remarketing Dealer's request
                 for a Call Price payment is made on or after the
                 Determination Date, an amount (if positive) equal
                 to (x) the Dollar Price less (y) the aggregate
                 principal amount of the Drs. originally issued.

                 "COMMERCIALLY REASONABLE OPTION VALUE" means, on
            any date, the amount determined by the Remarketing
            Dealer on such date under Section 6(e) of the Master
            Agreement on a "Market Quotation" basis in respect of
            the embedded interest rate option implicit in the
            Remarketing Dealer's option to purchase, at 100% of
            the aggregate principal amount thereof, the
            Unremarketable Drs. as if a "Termination Event" had
            occurred on such date under such interest rate option

                                      2


<PAGE>   5

      
            with respect to the Company under the Master Agreement
            and the Company was the "Affected Party".

                 "COMPARABLE TREASURY ISSUE" means the United
            States Treasury security selected by the Remarketing
            Dealer as having an actual maturity on the
            Determination Date (or the United States Treasury
            securities selected by the Remarketing Dealer to
            derive an interpolated maturity on such Determination
            Date) comparable to the remaining term of the Drs.

                 "COMPARABLE TREASURY PRICE" means (a) the offer
            price for the Comparable Treasury Issue (expressed as
            a percentage of its principal amount) on the
            Determination Date, as set forth on Telerate Page 500
            (as defined below), adjusted to reflect settlement on
            the Remarketing Date if prices quoted on Telerate Page
            500 are for settlement on any date other than the
            Remarketing Date, or (b) if such page (or any
            successor page) is not displayed or does not contain
            such offer prices on such Business Day, then (i) if
            the Remarketing Dealer obtains four or five Reference
            Treasury Dealer Quotations, the average of such
            Reference Treasury Dealer Quotations for such
            Remarketing Date, after excluding the highest and
            lowest of such Reference Treasury Dealer Quotations
            (unless there is more than one highest or lowest
            quotation, in which case only one such highest and/or
            lowest quotation shall be excluded), or (ii) if the
            Remarketing Dealer obtains fewer than four such
            Reference Treasury Dealer Quotations, the average of
            all such Reference Treasury Dealer Quotations.  The
            Remarketing Dealer shall have the discretion to select
            the time at which the Comparable Treasury Price is
            determined on the Determination Date.

                 "DOLLAR PRICE" means the discounted present value
            to the Remarketing Date of the cash flows on a bond
            (x) with a principal amount equal to the aggregate
            principal amount of the initially issued Drs., (y)
            maturing on the Stated Maturity Date and (z)  bearing
            interest from the Remarketing Date, payable
            semi-annually (assuming a 360-day year consisting of
            twelve 30-day months) on the interest payment dates of
            the Drs. at a rate equal to the Base Rate, using a
            discount rate equal to the Treasury Rate.

                 "REFERENCE CORPORATE DEALER" means J.P. Morgan
            Securities Inc., and four other leading dealers of
            publicly-traded debt securities of the Company
            acceptable to JPMSI and the Company.

                 "REFERENCE TREASURY DEALER" means a primary U.S.
            Government securities dealer in The City of New York
            (which may include the Remarketing Dealer) selected by
            the Remarketing Dealer.





                                      3




<PAGE>   6


                 "REFERENCE TREASURY DEALER QUOTATIONS" means,
            with respect to each Reference Treasury Dealer, the
            offer price for the Comparable Treasury Issue
            (expressed as a percentage of its principal amount)
            for settlement on the Remarketing Date, quoted in
            writing to the Remarketing Dealer by such Reference
            Treasury Dealer by 3:30 p.m., New York City time, on
            the Determination Date.

                 "STATED MATURITY DATE" means April 5, 2011.

                 "TELERATE PAGE 500" means the display designated
            as "Telerate Page 500" on Dow Jones Markets Limited
            (or such other page as may replace Telerate Page 500
            on such service) or such other service displaying the
            offer price specified in clause (a) of the definition
            of Comparable Treasury Price as may replace Dow Jones
            Markets Limited.

                 "TREASURY RATE" means the annual rate equal to
            the semi-annual equivalent yield to maturity or
            interpolated (on a 30/360 day count basis) yield to
            maturity on the Determination Date of the Comparable
            Treasury Issue for value on the Remarketing Date,
            assuming a price for the Comparable Treasury Issue
            (expressed as a percentage of its principal amount)
            equal to the Comparable Treasury Price.

                 "UNREMARKETABLE DRS." means any Drs. that are
            unavailable for any reason for remarketing by the
            Remarketing Dealer on the Remarketing Date (whether
            due to termination of this Agreement according to its
            terms, purchase of Drs. by the Company prior to the
            Remarketing Date, or otherwise).

                 (b) The following additional terms are defined in
            the following Sections:



<TABLE>
<CAPTION>
Defined Term               Section
------------               -------
<S>                        <C>
Commission                 Preamble
Company                    Preamble
Determination Date         4(d)
Drs.                       Preamble
DTC                        4(e)
Exchange Act               Preamble
Exchange Act Documents     2(a)
Indemnified Person         9(c)
Indemnifying Person        9(c)
Indenture                  Preamble
</TABLE>

                                      4


<PAGE>   7


<TABLE>
<CAPTION>
Defined Term               Section
------------               -------
<S>                        <C>

Interest Rate to Maturity  4(d)
Investment Grade           8(c)
JPMSI                      Preamble
Master Agreement           8(c)
Notification Date          4(c)
Prospectus                 Preamble
Registration Statement     Preamble
Remarketing Date           Preamble
Remarketing Dealer         Preamble
Remarketing Materials      3(c)
Representation Date        2(a)
Securities Act             Preamble
Trustee                    Preamble
Underwriting Agreement     Preamble
</TABLE>



                 SECTION 2.  Representations and Warranties

                 (a) The Company represents and warrants to the
            Remarketing Dealer as of the date hereof, the
            Notification Date (as defined below), the
            Determination Date (as defined below) and the
            Remarketing Date (each of the foregoing dates being
            hereinafter referred to as a "REPRESENTATION DATE"),
            as follows:

                      (i) It has filed all reports and any
                 definitive proxy or information statements
                 required to be filed by the Company with the
                 Commission pursuant to Section 13(a), 13(c), 14
                 or 15(d) of the Exchange Act (collectively, the
                 "EXCHANGE ACT DOCUMENTS").
                      (ii) The applicable Remarketing Materials (as
                 defined below) will not, as of their date or the
                 Remarketing Date, include an untrue statement of
                 a material fact or omit to state a material fact
                 required to be stated therein or necessary in
                 order to make the statements therein, in the
                 light of the circumstances under which they were
                 made, not misleading.
                      (iii) The representations and warranties
                 contained in the Underwriting Agreement are true
                 and correct with the same force and effect as
                 though expressly made at and as of each
                 Representation Date; except that for purposes of
                 this Agreement, representations and warranties in
                 the Underwriting Agreement relating to the
                 Registration Statement and

                                      5



<PAGE>   8


                 the Prospectus (as defined therein) shall be
                 made with respect to such documents as deemed modified
                 by the Exchange Act Documents, as well as any new or
                 revised registration statement and new or revised
                 prospectus required by subsection 3(f) herein, and the
                 date as of which such representations and warranties are
                 made shall include each Representation Date.
                 
                       (iv) Since the respective dates as of which
                 information is given in the Remarketing Materials or the
                 Exchange Act Documents, there has not been any material
                 adverse change, or any development involving a
                 prospective material adverse change, in or affecting the
                 general affairs, business, prospects, management,
                 financial position, stockholders' equity or results of
                 operations of the Company and its subsidiaries, taken as
                 a whole, otherwise than as set forth or contemplated in
                 the Remarketing Materials or the Exchange Act Documents. 
                 
                      (v) This Agreement has been duly authorized, executed 
                 and delivered by the Company.


                      (vi) The issue and sale of the Drs. and the performance by
                 the Company of all of its obligations under the Drs.,
                 the Indenture and this Agreement and the consummation of
                 the transactions herein and therein contemplated will
                 not conflict with or result in a breach of any of the
                 terms or provisions of, or constitute a default under,
                 any indenture, mortgage, deed of trust, loan agreement
                 or other agreement or instrument to which the Company or
                 any of its subsidiaries is a party or by which the
                 Company or any of its subsidiaries is bound or to which
                 any of the property or assets of the Company or any of
                 its subsidiaries is subject, except for such conflicts,
                 breaches or defaults which individually or in the
                 aggregate would not have a Material Adverse Effect (as
                 defined in the Underwriting Agreement) nor will any such
                 action result in any violation of the provisions of the
                 Partnership Agreement of the Company or any applicable
                 law or statute or any order, rule or regulation of any
                 court or governmental agency or body having jurisdiction
                 over the Company, its subsidiaries or any of their
                 respective properties.  No consent, approval,
                 authorization, order, license, registration or
                 qualification of or with any such court or governmental
                 agency or body is required for the issue and sale of the
                 Drs. or the consummation by the Company of the
                 transactions contemplated by this Agreement or the
                 Indenture, except such as have already been obtained and
                 except as may be required under the blue sky laws of any
                 jurisdiction.
                 
                                      6
                 

<PAGE>   9


                      (b) Additional Certifications. Any
                 certificate signed by any director or officer of the
                 Company and delivered to the Remarketing Dealer or to
                 counsel for the Remarketing Dealer in connection with
                 the remarketing of the Drs. shall be deemed a
                 representation and warranty by the Company to the
                 Remarketing Dealer as to the matters covered thereby.

                 SECTION 3.  Covenants of the Company
                 
                 The Company covenants with the Remarketing Dealer
            as follows:

                 (a) The Company will provide prompt notice by
            telephone, confirmed in writing (which may include
            facsimile or other electronic transmission), to the
            Remarketing Dealer of the occurrence:

                      (i) at any time, of any event set forth in
                 clause (i) or (ii) of subsection 8(c) or of any
                 amendment of any kind to the Indenture (including
                 the Drs.); and

                      (ii) on or after the Notification Date, of any
                 event set forth in clauses (i) or (ii) of
                 subsection 8(d).

                 (b) The Company will furnish to the Remarketing
            Dealer upon request:

                      (i) each Registration Statement and the
                 Prospectus relating to the Drs. (including in
                 each case any amendment or supplement thereto and
                 each document incorporated therein by reference),
                 other than Exchange Act Documents publicly
                 available on the Commission's internet website,
                 and

                      (ii)   in connection with the remarketing of 
                           Drs. such other publicly available written
                           information as the Remarketing Dealer may reasonably
                           request from time to time, other than Exchange Act
                           Documents publicly available on the Commission's
                           internet website.

            The Company agrees to provide the Remarketing
            Dealer with as many copies of the foregoing written
            materials and other Company-approved information as
            the Remarketing Dealer may reasonably request for use
            in connection with the remarketing of Drs. and
            consents to the use thereof for such purpose.

                 (c) If, at any time within three months of the
            Remarketing Date, any event or condition known to the
            Company relating to or affecting the Company, any
            subsidiary thereof or the Drs. shall occur which could
            reasonably be expected to cause any of the materials
            or information referred to in subsection 3(b) above,


                                      7


<PAGE>   10



            any Exchange Act Documents or any document
            incorporated therein by reference (collectively, the
            "REMARKETING MATERIALS") to contain an untrue
            statement of a material fact or omit to state a
            material fact, the Company shall promptly notify the
            Remarketing Dealer in writing of the circumstances and
            details of such event or condition.

                 (d) So long as the Drs. are outstanding, the
            Company will file all documents required to be filed
            with the Commission pursuant to the Exchange Act
            within the time periods required by the Exchange Act
            and the rules and regulations thereunder.

                 (e) The Company will comply with the Securities
            Act, the Exchange Act, the Trust Indenture Act and the
            rules and regulations of the Commission thereunder so
            as to permit the completion of the remarketing of the
            Drs. as contemplated in () this Agreement, () the
            Prospectus first used to confirm sales of the Drs.
            when the Drs. were originally issued, and () the
            prospectus, if any, used in connection with the
            remarketing.

                 (f) If a new or amended Registration Statement in
            respect of the Drs. is in the opinion of counsel for
            the Remarketing Dealer or for the Company necessary to
            sell Drs. on an unrestricted basis on the Remarketing
            Date, then the Company, at its expense, will, on or
            before such date:

                      (i) prepare and file with the Commission such
                 amended or new  Registration Statement (including
                 a Prospectus) covering such sale of Drs. by the
                 Remarketing Dealer, and cause such Registration
                 Statement to become effective on or prior to the
                 Remarketing Date;

                      (ii) furnish to the Remarketing Dealer such
                 number of copies of such Prospectus as the
                 Remarketing Dealer may reasonably request;

                      (iii) furnish to the Remarketing Dealer an
                 officers' certificate, an opinion, including a
                 statement as to the absence of material
                 misstatements in or omissions from the
                 Registration Statement and the Prospectus, of
                 Cahill Gordon & Reindel or such other counsel to
                 the Company reasonably satisfactory to the
                 Remarketing Dealer and a "comfort letter" from
                 the Company's independent accountants, in each
                 case dated as of the Remarketing Date and in form
                 and substance satisfactory to the Remarketing
                 Dealer, of the same tenor as the officers'
                 certificate, opinion and comfort letter,
                 respectively, delivered to satisfy the closing
                 conditions of the Underwriting Agreement, but
                 modified to relate to such new or amended
                 Registration Statement and the Prospectus; and

                                      8



<PAGE>   11


                      (iv) provide to the Remarketing Dealer and any
                 other securities dealer participating in the
                 remarketing of the Drs. the opportunity to
                 conduct an underwriters' due diligence
                 investigation of the Company in a scope
                 customarily provided in connection with a public
                 offering of the Company's debt securities.

                 Furthermore, if at any time when, in the opinion
            of counsel for the Remarketing Dealer, a prospectus is
            required by the Securities Act to be delivered in
            connection with remarketing of the Drs., any event
            shall occur or condition shall exist as a result of
            which it is necessary to amend the Registration
            Statement or amend or supplement the Prospectus in
            order that such Prospectus will not include any untrue
            statement of a material fact or omit to state a
            material fact necessary in order to make the
            statements therein not misleading in the light of the
            circumstances existing at the time it is delivered to
            a purchaser, or if it is necessary to amend or
            supplement the Prospectus to comply with law, the
            Company, at its expense, will promptly furnish to the
            Remarketing Dealer such amendments or supplements to
            the Prospectus as may be needed so that the statements
            in the Prospectus as so amended or supplemented will
            not, in the light of the circumstances when the
            Prospectus is delivered to a purchaser, be misleading
            or so that the Prospectus will comply with law.

                 The Company agrees to reimburse the Remarketing
            Dealer, to a maximum of $25,000, for half of its
            reasonable out-of-pocket expenses (including
            reasonable fees and disbursements of counsel) incurred
            in connection with any remarketing under circumstances
            described in this subsection 3(f).  Notwithstanding
            the preceding sentence, if at the time of such
            remarketing, the Company or its affiliates hold Drs.
            which would not have had to have been registered but
            for the fact that the Company or such affiliates hold
            such Drs., then the Company shall pay all of the
            Remarketing Dealer's reasonable out-of-pocket expenses
            in connection with the remarketing of the Drs.

                 (g) The Company agrees that neither it nor any of
            its subsidiaries or affiliates shall purchase or
            otherwise acquire, or enter into any agreement to
            purchase or otherwise acquire, any of the Drs. prior
            to the Remarketing Date, other than

                    (i) a repurchase of the Drs. in accordance
               with subsection 4(g);

                    (ii) a redemption of the Drs. in accordance with
            subsection 4(h); or

                    (iii) a purchase by the Company of Drs.;
               provided that if the Company purchases Drs.
               pursuant to this subsection (g), it agrees (x) to
               ensure that such Drs. remain at all times
               outstanding and held through the


                                      9



<PAGE>   12

               
                 facilities of DTC, (y) to ensure that none of such Drs.
                 are at any time subject to any liens or encumbrances of any
                 nature whatsoever and (z) if the Remarketing Dealer elects
                 to remarket the Drs. on the Remarketing Date, to tender
                 such Drs. to the Remarketing Dealer on the Remarketing Date
                 in accordance with the procedures described in this
                 Agreement.
               
                 (h) The Company will comply with each of the
            covenants set forth in the Underwriting Agreement.

                 (i) In connection with the remarketing, the
            Company will use its best efforts to qualify the Drs.
            for sale under the laws of such jurisdictions as the
            Remarketing Dealer may designate, and will maintain
            such qualifications in effect so long as required for
            the remarketing of the Drs.; provided, however, the
            Company will not be required to qualify as a foreign
            limited partnership, file a general consent to service
            of process in any such jurisdiction, subject itself to
            taxation in respect of doing business in any
            jurisdiction in which it is not otherwise so subject,
            or provide any undertaking or make any change in its
            partnership agreement that the general partner of the
            Company reasonably determines to be contrary to the
            best interests of the Company and its unitholders.
            The Company will pay all expenses in connection with
            such qualification, including the fees and
            disbursements of counsel for any dealers participating
            in the remarketing in connection with such
            qualification and in connection with blue sky and
            legal investment surveys.

                 (j) During the five Business Day period ending on
            the Remarketing Date, the Company will not, without
            the consent of the Remarketing Dealer, offer, sell or
            contract to sell, or otherwise dispose of, directly or
            indirectly, or announce the public offering of, any
            debt securities issued or guaranteed by the Company.

                 SECTION 4.  Appointment and Obligations of the
                             Remarketing Dealer

                 (a) Unless this Agreement is otherwise terminated
            in accordance with Section 10 hereof, the Company
            hereby appoints JPMSI, and JPMSI hereby accepts such
            appointment, in accordance with the terms but subject
            to the conditions of this Agreement, as the exclusive
            Remarketing Dealer with respect to the Drs.

                 (b) The obligations of the Remarketing Dealer
            hereunder to purchase the tendered Drs. on the
            Remarketing Date, to determine the Interest Rate to
            Maturity pursuant to subsection 4(d) and to remarket
            the Drs. are conditioned on:

                      (i) the issuance and delivery of such Drs.
                 pursuant to the terms and conditions of the
                 Underwriting Agreement;


                                      10


<PAGE>   13


                      (ii) the Remarketing Dealer's election on the
                 Notification Date to purchase the Drs. for
                 remarketing on the Remarketing Date and

                      (iii) the fact that the conditions set forth in
                 Section 8 hereof shall have been fully and
                 completely met to the satisfaction of the
                 Remarketing Dealer.

                 (c) On a Business Day not later than five Business
            Days prior to the Remarketing Date (the "NOTIFICATION
            DATE"), the Remarketing Dealer will notify the Company
            and the Trustee as to whether it elects to purchase
            the Drs. on the Remarketing Date. If, and only if, the
            Remarketing Dealer so elects, the Drs. shall be
            subject to mandatory tender to the Remarketing Dealer
            for purchase and remarketing on the Remarketing Date,
            upon the terms and subject to the conditions described
            herein. The purchase price of the Drs. shall be equal
            to 100% of the principal amount thereof.

                 (d) The Remarketing Dealer shall determine a new
            stated interest rate on the Drs. as of the Remarketing
            Date (the "INTEREST RATE TO MATURITY") on the third
            Business Day immediately preceding the Remarketing
            Date (the "DETERMINATION DATE") by soliciting by 3:30
            p.m., New York City time, the Reference Corporate
            Dealers for firm, committed bids to purchase all
            outstanding Drs. at the Dollar Price, and by selecting
            the lowest such firm, committed bid (regardless of
            whether each of the Reference Corporate Dealers
            actually submits a bid). Each bid shall be expressed
            in terms of the Interest Rate to Maturity that the
            Drs. would bear (quoted as a spread over the Base
            Rate) based on the following assumptions:
 
                      (i) the Drs. would be sold to such Reference
                 Corporate Dealer on the Remarketing Date for
                 settlement on the same day;

                      (ii) the Drs. would mature on the Stated
                 Maturity Date;

                      (iii) the Drs. would bear interest from the
                 Remarketing Date at a stated rate equal to the
                 Interest Rate to Maturity bid by such Reference
                 Corporate Dealer, payable semi-annually on the
                 interest payment dates for the Drs.

            The Interest Rate to Maturity announced by the
            Remarketing Dealer as a result of such process will be
            quoted to the nearest one hundred-thousandth (0.00001)
            of one percent per annum and, absent manifest error,
            will be binding and conclusive upon holders of the
            Drs., the Company and the Trustee. Subject only to
            subsection

                                      11


<PAGE>   14

            4(e), below, the Remarketing Dealer shall
            have the discretion to select the time at which the
            Interest Rate to Maturity is determined on the
            Determination Date.

                 (e) If the Remarketing Dealer has elected to
            remarket the Drs. as provided in subsections 4(c) and
            4(d), then it shall notify the Company, the Trustee
            and The Depository Trust Company ("DTC") by telephone,
            confirmed in writing (which may include facsimile or
            other electronic transmission), by 5:00 p.m., New York
            City time, on the Determination Date of the Interest
            Rate to Maturity applicable to the Drs. effective from
            and including the Remarketing Date.

                 (f) If the Drs. are remarketed as provided herein,
            then, subject to Section 8 hereof, the Remarketing
            Dealer will make, or cause the Trustee to make,
            payment to DTC by the close of business on the
            Remarketing Date against delivery through DTC of the
            tendered Drs., of the purchase price for all of the
            tendered Drs.  The purchase price of the tendered Drs.
            will be equal to 100% of the principal amount thereof
            and shall be paid in immediately available funds.

                 (g) If the Remarketing Dealer () does not elect to
            purchase the Drs. for remarketing pursuant to
            subsection 4(c), () determines in its sole discretion
            that one or more of the conditions in Section 8 hereof
            have not been fulfilled by the required time, or (iii)
            for any other reason does not remarket the Drs., then
            the Company shall repurchase on the Remarketing Date
            all then outstanding Drs. at a price equal to 100% of
            the principal amount of such Drs. plus all accrued
            interest, if any, on such Drs. to (but excluding) the
            Remarketing Date.
 
                (h) If the Remarketing Dealer has elected to
            remarket the Drs. on the Remarketing Date in
            accordance with subsection 4(c) hereof, the Company
            may irrevocably elect to exercise its right to redeem
            the Drs., in whole but not in part, from the
            Remarketing Dealer on the Remarketing Date at the
            greater of (x) 100% of the aggregate principal amount
            of the Drs. and (y) the Dollar Price, by giving notice
            of such election to the Remarketing Dealer

                      (i) no later than the Business Day
                 immediately prior to the Determination Date or

                      (ii) if fewer than three Reference Corporate
                 Dealers submit firm, committed bids in accordance
                 with subsection 4(d) hereof, immediately after
                 the deadline set by the Remarketing Dealer for
                 receiving such bids has passed.

                                      12

<PAGE>   15



            In either such case, the Company shall pay such
            redemption price for the Drs. in same-day funds by
            wire transfer on the Remarketing Date to an account
            designated by the Remarketing Dealer.

                 If the Company exercises its right to redeem the
            Drs. pursuant to clause 4(h)(ii) above, it shall
            promptly reimburse the Remarketing Dealer for any and
            all expenses (including any and all hedge losses
            resulting from intra-day hedging associated with the
            determination of the Dollar Price on the Determination
            Date by the Remarketing Dealer) incurred by the
            Remarketing Dealer in connection with its having to
            break such associated intra-day hedging transactions
            to enable the Company to exercise such redemption
            right.  If any such broken hedges result in a profit
            to the Remarketing Dealer, the Remarketing Dealer
            shall promptly pay such profit over to the Company.
            The amount of any hedge losses or profits shall be
            determined solely by the Remarketing Dealer, on a
            reasonable basis.

                 (i) In accordance with the terms and provisions of
            the Drs., the tender and settlement procedures set
            forth in this Section 4, shall be subject to
            modification without the consent of the holders of the
            Drs., to the extent required by DTC or, if the
            book-entry system is no longer available for the Drs.
            at the time of the remarketing, to the extent required
            to facilitate the tendering and remarketing of Drs. in
            certificated form. In addition, the Remarketing Dealer
            may, without the consent of the holders of the Drs.,
            modify the settlement procedures set forth in the
            Indenture and/or the Drs. in order to facilitate the
            settlement process.
 
                (j) In accordance with the terms and provisions of
            the Drs., the Company hereby (i) agrees that at all
            times, it will use its best efforts to maintain the
            Drs. in book-entry form with DTC or any successor
            thereto and to appoint a successor depositary to the
            extent necessary to maintain the Drs. in book-entry
            form and (ii) waives any discretionary right it
            otherwise may have under the Indenture to cause the
            Drs. to be issued in certificated form.


                 SECTION 5.  Fees and Expenses

                 Subject to subsection 3(f), the last paragraph of
            subsection 4(h), and Section 10 hereof, the
            Remarketing Dealer will not receive any fees or
            reimbursement of expenses from the Company for its
            remarketing services set forth herein.

                                      13



<PAGE>   16



                 SECTION 6.  Resignation of the Remarketing Dealer

                 The Remarketing Dealer may resign and be
            discharged from its duties and obligations hereunder
            at any time prior to its giving notice of its
            intention to remarket the Drs., such resignation to be
            effective ten Business Days after delivery of a
            written notice to the Company and the Trustee of such
            resignation. The Remarketing Dealer also may resign
            and be discharged from its duties and obligations
            hereunder at any time, such resignation to be
            effective immediately, upon termination of this
            Agreement in accordance with subsection 10(b) hereof.
            The Company shall have the right, but not the
            obligation, to appoint a successor Remarketing Dealer.

                 SECTION 7.  Dealing in the Drs.; Purchase of Drs.
            by the Company

                 (a) JPMSI, when acting as the Remarketing Dealer
            or in its individual or any other capacity, may, to
            the extent permitted by law, buy, sell, hold and deal
            in any of the Drs.  JPMSI, as holder or beneficial
            owner of the Drs., may exercise any vote or join as a
            holder or beneficial owner, as the case may be, in any
            action which any holder or beneficial owner of Drs.
            may be entitled to exercise or take pursuant to the
            Indenture with like effect as if it did not act in any
            capacity hereunder. The Remarketing Dealer, in its
            capacity either as principal or agent, may also engage
            in or have an interest in any financial or other
            transaction with the Company as freely as if it did
            not act in any capacity hereunder.

                 (b) The Company may purchase Drs. in the
            remarketing, provided that the Interest Rate to
            Maturity established with respect to Drs. in the
            remarketing is not different from the Interest Rate to
            Maturity that would have been established if the
            Company had not purchased such Drs.
 
                SECTION 8.  Conditions to Remarketing Dealer's
            Obligations

                 The obligations of the Remarketing Dealer to
            purchase the Drs. on the Remarketing Date in
            accordance with the provisions of this Agreement, to
            determine the Interest Rate to Maturity pursuant to
            subsection 4(d), and to remarket the Drs. have been
            undertaken in reliance on, and are subject to, the
            following conditions:

                 (a) the due performance in all material respects
            by the Company of its obligations and agreements as
            set forth in this Agreement and the accuracy of the
            representations and warranties in this Agreement and
            any certificate delivered pursuant hereto;


                                      14


<PAGE>   17



                 (b) the due performance in all material respects
            by the Company of its obligations and agreements set
            forth in, and the accuracy as of the dates specified
            therein of the representations and warranties
            contained in, the Underwriting Agreement;
                 (c) none of the following events shall have
            occurred at any time on or prior to the Remarketing
            Date:
                      (i) an Event of Default (as defined in the
                 Indenture), or any event which, with the giving
                 of notice or passage of time, or both, would
                 constitute an Event of Default thereunder, with
                 respect to the Drs. shall have occurred and be
                 continuing;

                      (ii) an Event of Default or a Termination
                 Event (each as defined in the form of ISDA Master
                 Agreement attached as Exhibit A hereto (the
                 "MASTER AGREEMENT")) shall have occurred and be
                 continuing under the Master Agreement; or

                      (iii) without the prior written consent of the
                 Remarketing Dealer, the Indenture (including the
                 Drs.) shall have been amended in any manner, or
                 otherwise contain any provision not contained
                 therein as of the date hereof, that in either
                 case in the judgment of the Remarketing Dealer
                 materially changes the nature of the Drs. or the
                 remarketing procedures;

                 (d) none of the following events shall have
            occurred after the Remarketing Dealer elects on the
            Notification Date to purchase the Drs.:

                      (i) there shall have occurred any
                 downgrading, or any notice shall have been given
                 of (A) any downgrading, (B) any intended or
                 potential downgrading or (C) any review or
                 possible change that does not indicate an
                 improvement, in the rating accorded any debt
                 securities of, or guaranteed by, the Company by
                 any "nationally recognized statistical rating
                 organization", as such term is defined for
                 purposes of Rule 436(g)(2) under the Securities
                 Act;

                      (ii) trading of any securities of, or
                 guaranteed by, the Company shall have been
                 suspended on any exchange or in any
                 over-the-counter market;

                      (iii) a material adverse change, or any
                 development involving a prospective material
                 adverse change, in or affecting the general
                 affairs, business, prospects, management,
                 financial position, stockholders' equity or
                 results of operations of the Company and its
                 subsidiaries, taken as a

                                      15


<PAGE>   18



                 whole, in each case otherwise than as set forth
                 or contemplated in the Prospectus the effect of which is
                 such as to make it, in the judgment of the Remarketing
                 Dealer, impracticable or inadvisable to remarket the
                 Drs.;
                 
                      (iv) if a prospectus is required under the
                 Securities Act to be delivered in connection with
                 the remarketing of the Drs., the Company shall
                 fail to furnish to the Remarketing Dealer on the
                 Remarketing Date the officers' certificate,
                 opinion and comfort letter referred to in
                 subsection 3(f) of this Agreement and such other
                 documents and opinions as Davis Polk & Wardwell,
                 as special counsel for the Remarketing Dealer may
                 reasonably require for the purpose of enabling
                 such counsel to pass upon the sale of Drs. in the
                 remarketing as herein contemplated and related
                 proceedings, or in order to evidence the accuracy
                 and completeness of any of the representations
                 and warranties, or the fulfillment of any of the
                 conditions, herein contained;

                      (v) trading generally shall have been
                 suspended or materially limited on or by, as the
                 case may be, any of the New York Stock Exchange,
                 the American Stock Exchange, the National
                 Association of Securities Dealers, Inc.; or a
                 general moratorium on commercial banking
                 activities in New York shall have been declared
                 by either Federal or New York State authorities;

                      (vi) there shall have occurred any outbreak or
                 escalation of hostilities or any change in
                 financial markets or any calamity or crisis that,
                 in the judgment of the Remarketing Dealer, is
                 material and adverse and which, in the judgment
                 of the Remarketing Dealer, makes it impracticable
                 to remarket the Drs. or to enforce contracts for
                 the sale of the Drs.;

                      (vii) the Treasury Rate used to determine the
                 Dollar Price on the Determination Date exceeds
                 the Base Rate; or

                      (viii) the Remarketing Dealer shall not have
                 received by the required time on the
                 Determination Date any firm, committed bids to
                 purchase all of the Drs. in accordance with
                 subsection 4(d) hereof;

                 (e) the Remarketing Dealer shall have received (as
            soon as practicable following notification by the
            Remarketing Dealer to the Company on the Notification
            Date of its election to purchase the Drs. and in any
            event prior to the Determination Date) a certificate
            of any of the Chairman of the Board of Directors,
            President, Chief Operating Officer or Chief Financial
            or Accounting Officer of the Company, satisfactory to
            the Remarketing Dealer, dated as of the Notification
            Date, to the following effect:


                                      16



<PAGE>   19


                      (i) the Company has, prior to the Remarketing
                 Dealer's election on the Notification Date to
                 remarket the Drs., provided the Remarketing
                 Dealer with notice of all events as required
                 under subsection 3(a) of this Agreement;

                      (ii) the representations and warranties in
                 this Agreement are true and correct in all
                 material respects at and as of the Notification
                 Date; and

                      (iii) the Company has complied with all
                 agreements and satisfied all conditions on its
                 part to be performed or satisfied at or prior to
                 the Notification Date; and

                 (f) the Remarketing Dealer shall have received on
            the Remarketing Date a certificate of any of the Chief
            Financial Officer, the Treasurer or the Controller of
            the Company, satisfactory to the Remarketing Dealer,
            dated as of the Remarketing Date, to the following
            effect:
                      (i) the representations and warranties in
                 this Agreement are true and correct in all
                 material respects with the same force and effect
                 as though made at and as of the Remarketing Date;

                      (ii) the Company has complied in all material
                 respects with all agreements and satisfied all
                 conditions on its part to be performed or
                 satisfied at or prior to the Remarketing Date;

                      (iii) no material adverse change, or any
                 development involving a prospective material
                 adverse change, in or affecting the general
                 affairs, business prospects, management,
                 financial position, stockholders' equity or
                 results of operations of the Company and its
                 subsidiaries, taken as a whole, shall have
                 occurred since the date of the most recent
                 financial statements of the Company filed with
                 the Commission; and

                      (iv) the conditions specified in clauses
                 8(c)(i) and 8(c)(ii) and clauses 8(d)(i) and
                 8(d)(ii) of this Agreement have been satisfied.


                                      17


<PAGE>   20



                 SECTION 9.  Indemnification.

                 (a) The Company agrees to indemnify and hold
            harmless the Remarketing Dealer and each person, if
            any, who controls the Remarketing Dealer within the
            meaning of either Section 15 of the Securities Act or
            Section 20 of the Exchange Act, from and against any
            and all losses, claims, damages and liabilities
            (including, without limitation, the reasonable legal
            fees and other expenses incurred in connection with
            any suit, action or proceeding or any claim asserted):

                      (i) arising out of the failure to have an
                 effective registration statement under the
                 Securities Act relating to the Drs., if required,
                 or the failure to satisfy the prospectus delivery
                 requirements of the Securities Act because the
                 Company failed to provide the Remarketing Dealer
                 with a prospectus for delivery,

                      (ii) caused by any untrue statement or alleged
                 untrue statement of a material fact contained in
                 any of the Remarketing Materials or caused by any
                 omission or alleged omission to state therein a
                 material fact required to be stated therein or
                 necessary to make the statements therein not
                 misleading, except insofar as such losses,
                 claims, damages or liabilities are caused by any
                 untrue statement or omission or alleged untrue
                 statement or omission made in reliance upon and
                 in conformity with information relating to the
                 Remarketing Dealer furnished to the Company in
                 writing by the Remarketing Dealer expressly for
                 use therein, or

                      (iii) the acts or omissions of the Remarketing
                 Dealer in connection with its duties and
                 obligations hereunder, except to the extent
                 finally judicially determined to be due primarily
                 to its gross negligence or willful misconduct.

                 (b) The Remarketing Dealer agrees to indemnify and
            hold harmless the Company, its directors and its
            officers and each person who controls the Company
            within the meaning of Section 15 of the Securities Act
            and Section 20 of the Exchange Act, to the same extent
            as the foregoing indemnity from the Company to the
            Remarketing Dealer in subsection 9(a)(ii) of this
            Agreement, but only with reference to information
            relating to such Remarketing Dealer furnished to the
            Company in writing by such Remarketing Dealer
            expressly for use in any of the Remarketing Materials.

                 (c) If any suit, action, proceeding (including any
            governmental or regulatory investigation), claim or
            demand shall be brought or asserted against any person
            in respect of which indemnity may be sought pursuant
            to either of the two preceding paragraphs, such person
            (the "INDEMNIFIED PERSON") shall promptly


                                      18


<PAGE>   21


            notify the person against whom such indemnity may be sought 
            (the "INDEMNIFYING PERSON") in writing, and the
            Indemnifying Person, upon request of the Indemnified
            Person, shall retain counsel reasonably satisfactory
            to the Indemnified Person to represent the Indemnified
            Person and any others the Indemnifying Person may
            designate in such proceeding and shall pay the fees
            and expenses of such counsel related to such
            proceeding.  In any such proceeding, any Indemnified
            Person shall have the right to retain its own counsel,
            but the fees and expenses of such counsel shall be at
            the expense of such Indemnified Person unless

                      (i) the Indemnifying Person and the
                 Indemnified Person shall have mutually agreed to
                 the contrary,

                      (ii) the Indemnifying Person has failed within
                 a reasonable time to retain counsel reasonably
                 satisfactory to the Indemnified Person or

                      (iii) the named parties in any such proceeding
                 (including any impleaded parties) include both
                 the Indemnifying Person and the Indemnified
                 Person and representation of both parties by the
                 same counsel would be inappropriate due to actual
                 or potential differing interests between them.

            It is understood that the Indemnifying Person
            shall not, in connection with any proceeding or
            related proceeding in the same jurisdiction, be liable
            for the fees and expenses of more than one separate
            firm (in addition to any local counsel) for all
            Indemnified Persons, and that all such fees and
            expenses shall be reimbursed as they are incurred.
            Any such separate firm for the Remarketing Dealer and
            its directors and officers shall be designated in
            writing by it and any such separate firm for the
            Company, its directors and its officers who sign the
            Registration Statement and such control persons of the
            Company or authorized representatives shall be
            designated in writing by the Company.  The
            Indemnifying Person shall not be liable for any
            settlement of any proceeding effected without its
            written consent, but if settled with such consent or
            if there be a final judgment for the plaintiff, the
            Indemnifying Person agrees to indemnify any
            Indemnified Person from and against any loss or
            liability by reason of such settlement or judgment.

                 (d) Notwithstanding the foregoing subsection 9(c),
            if at any time an Indemnified Person shall have
            requested an Indemnifying Person to reimburse the
            Indemnified Person for fees and expenses of counsel as
            contemplated by such subsection 9(c), the Indemnifying
            Person agrees that it shall be liable for any
            settlement of any proceeding effected without its
            written consent if (i) such settlement is entered into
            more than 30 days after receipt by such Indemnifying
            Person of the aforesaid request and (ii) such
            Indemnifying Person shall not have


                                      19


<PAGE>   22



            reimbursed the Indemnified Person in accordance with such 
            request prior to the date of such settlement. No Indemnifying
            Person shall, without the prior written consent of the
            Indemnified Person, effect any settlement of any
            pending or threatened proceeding in respect of which
            any Indemnified Person is or could have been a party
            and indemnity could have been sought hereunder by such
            Indemnified Person, unless such settlement includes an
            unconditional release of such Indemnified Person from
            all liability on claims that are the subject matter of
            such proceeding.

                 (e) If the indemnification provided for in
            subsections 9(a) and 9(b) is unavailable to an
            Indemnified Person or insufficient in respect of any
            losses, claims, damages or liabilities referred to,
            then each Indemnifying Person, in lieu of indemnifying
            such Indemnified Person thereunder, shall contribute
            to the amount paid or payable by such Indemnified
            Person as a result of such losses, claims, damages or
            liabilities (i) in such proportion as is appropriate to
            reflect the relative benefits received by the Company,
            on the one hand, and the Remarketing Dealer, on the
            other, from the remarketing of the Drs. or (ii) if the
            allocation provided by clause (i) above is not
            permitted by applicable law, in such proportion as is
            appropriate to reflect not only the relative benefits
            referred to in clause (i) above but also the relative
            fault of the Company, on the one hand, and the
            Remarketing Dealer, on the other, in connection with
            the statements or omissions that resulted in such
            losses, claims, damages or liabilities, as well as any
            other relevant equitable considerations.  The relative
            benefits received by the Company, on the one hand, and
            the Remarketing Dealer, on the other, shall be deemed
            to be in the same respective proportions as the
            aggregate principal amount of the Drs. bears to the
            amount, if any, by which the price at which the Drs.
            are sold by the Remarketing Dealer in the remarketing
            exceeds the price paid by the Remarketing Dealer for
            the Drs. tendered on the Remarketing Date.  The
            relative fault of the Company on the one hand and the
            Remarketing Dealer on the other shall be determined by
            reference to, among other things, whether the untrue
            or alleged untrue statement of a material fact or the
            omission or alleged omission to state a material fact
            relates to information supplied by the Company or by
            the Remarketing Dealer and the parties' relative
            intent, knowledge, access to information and
            opportunity to correct or prevent such statement or
            omission.

                 (f) The Company and the Remarketing Dealer agree
            that it would not be just and equitable if
            contribution pursuant to this Section 9 were
            determined by pro rata allocation or by any other
            method of allocation that does not take account of the
            equitable considerations referred to in the
            immediately preceding paragraph.  The amount paid or
            payable by an Indemnified Person as a result of the
            losses, claims, damages and liabilities referred to in
            the immediately preceding paragraph shall be deemed to
            include, subject to the limitations set forth above,

                                      20



<PAGE>   23



            any legal or other expenses incurred by such
            Indemnified Person in connection with investigating or
            defending any such action or claim.

                 (g) Notwithstanding the provisions of this Section
            9, in no event shall the Remarketing Dealer be
            required to contribute any amount in excess of the
            amount by which the total price at which the Drs.
            remarketed by it and distributed to the public were
            offered to the public exceeds the amount of any
            damages that such Remarketing Dealer has otherwise
            been required to pay by reason of such untrue or
            alleged untrue statement or omission or alleged
            omission.  No person guilty of fraudulent
            misrepresentation (within the meaning of Section 11(f)
            of the Securities Act) shall be entitled to
            contribution from any person who was not guilty of
            such fraudulent misrepresentation.  The remedies
            provided for in this Section 9 are not exclusive and
            shall not limit any rights or remedies which may
            otherwise be available to any indemnified party at law
            of in equity.

                 (h) The indemnity and contribution agreements
            contained in this Section 9 and the representations
            and warranties of the Company set forth in this
            Agreement shall remain operative and in full force and
            effect regardless of (i) any termination of this
            Agreement and (ii) any investigation made by or on
            behalf of the Remarketing Dealer or any person
            controlling the Remarketing Dealer or by or on behalf
            of the Company, its officers or directors or any other
            person controlling the Company.

                 SECTION 10.  Termination of Remarketing Agreement.

                 (a) This Agreement shall terminate as to the
            Remarketing Dealer on the earliest of

                    (i) the effective date of the resignation of
               the Remarketing Dealer pursuant to Section 6
               hereof;

                    (ii) the occurrence of any event described in
               clause (i) or (ii) of subsection 4(g) hereof; or

                    (iii) the date the Company gives notice of its
               intention to redeem all of the outstanding Drs. in
               accordance with subsection 4(h).

                 (b) In addition, the Remarketing Dealer may
            terminate all of its obligations under this Agreement
            immediately by notifying the Company and the Trustee
            of its election to do so, at any time on or before the
            Remarketing Date, if:


                                      21




<PAGE>   24



                      (i) any of the conditions referred to or set
                 forth in subsection 8(a) or (b) hereof have not
                 been met or satisfied in full or any of the
                 events set forth in subsection 8(c) or 8(d) shall
                 have occurred; or

                      (ii) the Remarketing Dealer determines, in its
                 sole discretion, after consultation with the
                 Company, that there is material, non-public
                 information about the Company that is not
                 available to the Remarketing Dealer which is
                 necessary for it to fulfill its obligations under
                 this Agreement.

                 (c) If this Agreement is terminated pursuant to
            this Section 10, such termination shall be without
            liability of any party to any other party, except
            that, in the case of a termination resulting from a
            failure to observe the conditions set forth in
            subsections 8(a) or 8(b), or the occurrence of any of
            the events set forth in subsection 8(c) or clauses
            8(d)(i) through 8(d)(iv), the Company shall reimburse
            the Remarketing Dealer for all of its reasonable
            out-of-pocket expenses, including the reasonable fees
            and disbursements of counsel for the Remarketing
            Dealer.  Section 9 and subsections 3(f), 4(h), 10(c)
            and 10(d) shall survive such termination and remain in
            full force and effect.

                 (d) Upon the termination of this Agreement
            pursuant to subsection 10(b) (except as a result of an
            event described in subsection 8(d)(vii)), then, upon
            the request of the Remarketing Dealer, the Company
            shall pay to the Remarketing Dealer, in same-day funds
            by wire transfer to an account designated by the
            Remarketing Dealer, the Call Price.  The Call Price
            shall be paid as soon as practicable after the
            Remarketing Dealer has determined the Call Price and
            notified the Company of the Call Price, but in any
            case no later than the earlier of (x) three Business
            Days after written notification to the Company and (y)
            the Remarketing Date.

                 The Remarketing Dealer shall promptly notify the
            Company of the Call Price by telephone, confirmed in
            writing (which may include facsimile or other
            electronic transmission). The Call Price, absent
            manifest error, shall be binding and conclusive upon
            the parties hereto.

                 (e) This Agreement shall not be subject to
            termination by the Company.

                 SECTION 11.  Remarketing Dealer's Performance; Duty of Care.

                 The duties and obligations of the Remarketing
            Dealer shall be determined solely by the express
            provisions of this Agreement and the Indenture. No
            implied covenants or obligations of or against the
            Remarketing Dealer shall be read into this Agreement
            or the Indenture. In the absence of bad faith on the
            part of the

                                      22


<PAGE>   25


            Remarketing Dealer, the Remarketing Dealer
            may conclusively rely upon any document furnished to
            it, which purports to conform to the requirements of
            this Agreement and the Indenture, as to the truth of
            the statements expressed in any of such documents. The
            Remarketing Dealer shall be protected in acting upon
            any document or communication reasonably believed by
            it to have been signed, presented or made by the
            proper party or parties. The Remarketing Dealer shall
            incur no liability to the Company or to any beneficial
            owner or holder of Drs. in its individual capacity or
            as Remarketing Dealer for any action or failure to act
            in connection with the remarketing or otherwise,
            except as a result of its gross negligence or willful
            misconduct.

                 SECTION 12.  Governing Law.

                 This agreement shall be governed by and construed
            in accordance with the laws of the State of New York,
            without giving effect to the conflicts of laws
            provisions thereof.

                 SECTION 13.  Term of Agreement.

                 Unless otherwise terminated in accordance with
            the provisions hereof, this Agreement shall remain in
            full force and effect from the date hereof until the
            earlier of the first day thereafter on which no Drs.
            are outstanding or the completion of the remarketing
            of the Drs.

                 Regardless of any termination of this Agreement
            pursuant to any of the provisions hereof, the
            obligations of each of the parties pursuant to Section
            9 and of the Company pursuant to subsections 3(f),
            4(h), 10(c) and 10(d) hereof shall remain operative
            and in full force and effect until fully satisfied.

                 SECTION 14.  Successors and Assigns.

                 The rights and obligations of the Company
            hereunder may not be assigned or delegated to any
            other person without the prior written consent of the
            Remarketing Dealer. The rights and obligations of the
            Remarketing Dealer hereunder may not be assigned or
            delegated to any other person (other than an affiliate
            of the Remarketing Dealer) without the prior written
            consent of the Company. This Agreement shall inure to
            the benefit of and be binding upon the Company and the
            Remarketing Dealer and their respective successors and
            assigns, and will not confer any benefit upon any
            other person, partnership, association or corporation
            other than persons, if any, controlling the
            Remarketing Dealer within the meaning of Section 15 of
            the Securities Act or Section 20 of the Exchange Act
            or any other indemnified party to the extent provided
            in Section 9 hereof. The


                                      23



<PAGE>   26


            terms "successors" and "assigns" shall not include any
            purchaser of any Drs. merely because of such purchase.

                 SECTION 15.  Headings.

                 Section headings have been inserted in this
            Agreement as a matter of convenience of reference
            only, and it is agreed that such section headings are
            not a part of this Agreement and will not be used in
            the interpretation of any provisions of this
            Agreement.

                 SECTION 16.  Severability.

                 If any provision of this Agreement shall be held
            or deemed to be or shall, in fact, be invalid,
            inoperative or unenforceable as applied in any
            particular case in any or all jurisdictions because it
            conflicts with any provision of any constitution,
            statute, rule or public policy or for any other
            reason, such circumstances shall not have the effect
            of rendering the provision in question invalid,
            inoperative or unenforceable in any other case,
            circumstance or jurisdiction, or of rendering any
            other provision or provisions of this Agreement
            invalid, inoperative or unenforceable to any extent
            whatsoever.

                 SECTION 17.  Counterparts.

                 This Agreement may be executed in several
            counterparts, each of which shall be regarded as an
            original and all of which shall constitute one and the
            same document.

                 SECTION 18.  Amendments; Waivers.

                 This Agreement may be amended or portions thereof
            may be waived by any instrument in writing signed by
            each of the parties hereto so long as this Agreement
            as amended or the provisions as so waived are not
            inconsistent with the Indenture in effect as of the
            date of any such amendment or waiver.

                 SECTION 19.  Notices.

                 Unless otherwise specified, any notices,
            requests, consents or other communications given or
            made hereunder or pursuant hereto shall be made in
            writing (which may include facsimile or other
            electronic transmission) and shall be deemed to have
            been validly given or made when delivered or, if
            earlier, three days after it was mailed, registered or
            certified mail, return receipt requested and postage
            prepaid, addressed as follows:


                                      24



<PAGE>   27



                      (a)  to the Company:

                           First Industrial, L.P.
                           311 South Wacker Drive
                           Suite 4000
                           Chicago, Illinois 60606
                           Attention:   Michael T. Tomasz
                           Facsimile No.:   (312) 922-9851

                      (b)  to JPMSI:

                           J.P. Morgan Securities Inc.
                           60 Wall Street
                           New York, New York 10260
                           Attention:  Syndicate Department
                           Facsimile No.:  (212) 648-5909

            or to such other address as the Company or the
            Remarketing Dealer shall specify in writing.


                                      25


<PAGE>   28


                 IN WITNESS WHEREOF, each of the Company and the
            Remarketing Dealer has caused this Remarketing
            Agreement to be executed in its name and on its behalf
            by one of its duly authorized officers as of the date
            first above written.

 
                                   FIRST INDUSTRIAL, L.P.
                           
                                   By: First Industrial Realty Trust, Inc.
                                       its sole General Partner
                           
                           
                                   By _________________________________________
                                      Name:
                                      Title:
                           
                           
                                   J.P. MORGAN SECURITIES INC.
                           
                           
                                   By _________________________________________
                                      Name:
                                      Title: