**TABLE OF CONTENTS**       PageSection 1 General Purpose of the Plan; Definitions  1  Section 2 Administration of Plan; Committee Authority to SelectParticipants and Determine Awards  3  Section 3 Shares Issuable under the Plan; Mergers; Substitution  6  Section 4 Eligibility  7  Section 5 Stock Options  8  Section 6 Restricted Stock Awards and Restricted Stock Unit Awards  11  Section 7 Performance Share Awards  13  Section 8 Stock Appreciation Rights  14  Section 9 Dividend Equivalents  14  Section 10 Performance Awards  14  Section 11 Tax Withholding  16  Section 12 Transfer, Leave of Absence, Etc  17  Section 13 Amendments and Termination  17  Section 14 Status of Plan  18  Section 15 Change of Control Provisions  18  Section 16 General Provisions  19  Section 17 Effective Date of Plan  20  Section 18 Governing Law  20 
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**FIRST INDUSTRIAL REALTY TRUST, INC.****2009 STOCK INCENTIVE PLAN****Section 1****General Purpose of the Plan; Definitions**.     The name of the plan is the First Industrial Realty Trust, Inc. 2009 Stock Incentive Plan (the“**Plan**”). The purpose of the Plan is to encourage and enable the officers, employees and Directorsof, or service provider to, First Industrial Realty Trust, Inc. (the “**Company**”) and its Affiliatesand Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for thesuccessful conduct of its business to acquire a proprietary interest in the Company. It isanticipated that providing such persons with a direct stake in the Company’s welfare will assure acloser identification of their interests with those of the Company, thereby stimulating theirefforts on the Company’s behalf and strengthening their desire to remain with the Company.     The following terms shall be defined as set forth below:          “**Act**” means the Securities Exchange Act of 1934, as amended.          “**Affiliate**” means any entity other than the Company and its Subsidiaries that is designated bythe Board or the Committee as a participating employer under the Plan, provided that the Companydirectly or indirectly owns at least 20% of the combined voting power of all classes of stock ofsuch entity or at least 20% of the ownership interests in such entity.          “**Award**” or “**Awards**”, except where referring to a particular category of grant under the Plan,shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,Restricted Stock Awards, Restricted Stock Units Awards, Performance Share Awards and DividendEquivalents.          “**Board**” means the Board of Directors of the Company.          “**Cause**” means the participant’s dismissal as a result of (i) any material breach by theparticipant of any agreement to which the participant and the Company or an Affiliate or Subsidiaryare parties, (ii) any act (other than retirement) or omission to act by the participant, includingwithout limitation, the commission of any crime (other than ordinary traffic violations), which mayhave a material and adverse effect on the business of the Company or any Affiliate or Subsidiary onthe participant’s ability to perform services for the Company or any Affiliate or Subsidiary, or(iii) any material misconduct or neglect of duties by the participant in connection with thebusiness or affairs of the Company or any Affiliate or Subsidiary.          “**Change of Control**” is defined in **Section 16 below**.
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     “**Code**” means the Internal Revenue Code of 1986, as amended, and any successor Code, andrelated rules, regulations and interpretations.     “**Committee**” means any Committee of the Board referred to in **Section 2**.     “**Director**” means a member of the Board.     “**Disability**” means disability as set forth in Section 22(e)(3) of the Code.     “**Dividend Equivalent**” means a right, granted under **Section 10**, to receive cash, Stock, orother property equal in value to dividends paid with respect to a specified number of shares ofStock or the excess of dividends paid over a specified rate of return, provided that any DividendEquivalents granted in connection with Restricted Stock Units shall, unless otherwise provided inthe Award Agreement, entitle the participant to receive a payment of additional Restricted StockUnits equal in value to such Dividend Equivalents paid with respect to the Restricted Stock Units.Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award,and may be paid currently or on a deferred basis.     “**Effective Date**” means the date on which the Plan is approved by the stockholders of theCompany as set forth in **Section 18**.     “**ERISA**” means the Employee Retirement Income Security Act of 1974, as amended, and the relatedrules, regulations and interpretations.     “**Fair Market Value**” on any given date means the last reported sale price at which Stock istraded on such date or, if no Stock is traded on such date, the most recent date on which Stock wastraded, as reflected on the New York Stock Exchange or, if applicable, any other national stockexchange which is the principal trading market for the Stock.     “**Incentive Stock Option**” means any Stock Option designated and qualified as an “incentivestock option” as defined in Section 422 of the Code.     “**Non-Qualified Stock Option**” means any Stock Option that is not an Incentive Stock Option.     “**Option**” or “**Stock Option**” means any option to purchase shares of Stock granted pursuant to**Section 6**.     “**Parent**” means a “parent corporation” as defined in Section 424(e) of the Code.     “**Performance Share Award**” means Awards granted pursuant to **Section 8**.     “**Prior Plan(s)**” means the First Industrial Realty Trust, Inc. 2001 Stock Incentive Plan andthe First Industrial Realty Trust, Inc. 1997 Stock Incentive Plan.     “**Restricted Stock Award**” means Awards granted pursuant to **Section ****7(a)(i)**.     “**Restricted Stock Units Award**” means Awards granted pursuant to **Section ****7(a)(ii)**.
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     “**Stock**” means the Common Stock, $.01 par value per share, of the Company, subject toadjustment pursuant to **Section 3**.     “**Subsidiary**” means any corporation (other than the Company) in an unbroken chain ofcorporations, beginning with the Company if each of the corporations (other than the lastcorporation in the unbroken chain) owns stock possessing 50% or more of the total combined votingpower of all classes of stock in one of the other corporations in the chain.     “**Termination of Service”**means the first day occurring on or after a grant date on which theparticipant ceases to be an employee of, or service provider to (which, for purposes of thisdefinition, includes Directors), the Company or any Subsidiary, regardless of the reason for suchcessation, subject to the following:     (i) The participant’s cessation as an employee or service provider shall not be deemed tooccur by reason of the transfer of the participant between the Company and an Affiliate orSubsidiary or between two Affiliates or Subsidiaries.     (ii) The participant’s cessation as an employee or service provider shall not be deemed tooccur by reason of the participant’s approved leave of absence for military service or sickness, orfor any other purpose approved by the Company, if the employee’s right to re-employment isguaranteed either by a statute or by contract or under the policy pursuant to which the leave ofabsence was granted or if the Committee otherwise so provides in writing.     (iii) A service provider whose services to the Company or an Affiliate or a Subsidiary aregoverned by a written agreement with the service provider will cease to be a service provider atthe time the term of such written agreement ends (without renewal); and a service provider whoseservices to the Company or a Subsidiary are not governed by a written agreement with the serviceprovider will cease to be a service provider on the date that is ninety (90) days after the datethe service provider last provides services requested by the Company or any Subsidiary (asdetermined by the Committee).     (iv) Unless otherwise provided by the Committee, an employee who ceases to be an employee, butbecome or remains a Director, or a Director who ceases to be a Director, but becomes or remains anemployee, shall not be deemed to have incurred a Termination of Service.     (vi) Notwithstanding the forgoing, in the event that any award under the Plan constitutesDeferred Compensation, the term Termination of Service shall be interpreted by the Committee in amanner not to be inconsistent with the definition of “Separation from Service” as defined underCode Section 409A.**Section 2****Administration of Plan; Committee Authority to Select Participants****andDetermine Awards**.     (a) Committee. The Plan shall be administered by a committee of not less than twoDirectors, as appointed by the Board from time to time (the “**Committee**”). Unless otherwise
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determined by the Board, each member of the Committee shall qualify as a “non-employeedirector” under Rule 16b-3 issued pursuant to the Act and an “outside director” under Section162(m) of the Code. Subject to applicable stock exchange rules, if the Committee does not exist,or for any other reason determined by the Board, the Board may take any action under the Plan thatwould otherwise be the responsibility of the Committee.     (b) Powers of Committee. The Committee shall have the power and authority to grantAwards consistent with the terms of the Plan, including the power and authority:     (i) to select the officers, employees and Directors of, and service provider to, theCompany, Affiliates and Subsidiaries to whom Awards may from time to time be granted;     (ii) to determine the time or times of grant, and the extent, if any, of IncentiveStock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,Restricted Stock Units, Performance Shares and Dividend Equivalents, or any combination ofthe foregoing, granted to any officer, employee or Director;     (iii) to determine the number of shares to be covered by any Award granted to anofficer, employee or Director;     (iv) to determine the terms and conditions, including restrictions, not inconsistentwith the terms of the Plan, of any Award granted to an officer, employee or Director, whichterms and conditions may differ among individual Awards and participants, and to approve theform of written instruments evidencing the Awards;     (v) to accelerate the exercisability or vesting of all or any portion of any Awardgranted to a participant;     (vi) subject to the provisions of **Section 6(i)**, to extend the period in which StockOptions granted may be exercised;     (vii) to determine whether, to what extent and under what circumstances Stock and otheramounts payable with respect to an Award granted to a participant shall be deferred eitherautomatically or at the election of the participant and whether and to what extent theCompany shall pay or credit amounts equal to interest (at rates determined by the Committee)or dividends or deemed dividends on such deferrals;     (viii) to adopt, alter and repeal such rules, guidelines and practices foradministration of the Plan and for its own acts and proceedings as it shall deem advisable;to interpret the terms and provisions of the Plan and any Award (including related writteninstruments) granted to a participant; and to decide all disputes arising in connection withand make all determinations it deems advisable for the administration of the Plan; and     (ix) grant Awards, in its sole discretion, to employees and Directors of the Company,its Affiliates and Subsidiaries who are residing in jurisdictions outside of the UnitedStates. For purposes of the foregoing, the Committee may, in its sole discretion, vary theterms of the Plan in order to conform any Awards to the legal and tax
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requirements of each non-U.S. jurisdiction where such individual resides or any suchnon-U.S. jurisdiction which would apply its laws to such Award. The Committee may, in itssole discretion, establish one or more sub-plans of the Plan and/or may establishadministrative rules and procedures to facilitate the operation of the Plan in such non-U.S.jurisdictions. For purposes of clarity, any terms contained herein which are subject tovariation in a non-U.S. jurisdiction and any administrative rules and procedures establishedfor a non-U.S. jurisdiction shall be reflected in a written addendum to the Plan. To theextent permitted under applicable law, the Committee may delegate its authority andresponsibilities under this Section 2(b)(ix) of the Plan to any one or more officers of theCompany, an Affiliate or a Subsidiary.     All decisions and interpretations of the Committee shall be final and binding on all persons,including the Company and Plan participants.     (c) Delegation by Committee**. **Except to the extent prohibited by applicable law, theapplicable rules of a stock exchange or the Plan, or as necessary to comply with the exemptiveprovisions of Rule 16b-3 promulgated under the Act, the Committee may allocate all or any portionof its responsibilities and powers to any one or more of its members and may delegate all or anypart of its responsibilities and powers to any person or persons selected by it, including:(a) delegating to a committee of one or more members of the Board who are not “outside directors”within the meaning of Code Section 162(m) of the Code, the authority to grant awards under the Planto eligible persons who are either: (i) not then “covered employees,” within the meaning of CodeSection 162(m) of the Code and are not expected to be “covered employees” at the time ofrecognition of income resulting from such award; or (ii) not persons with respect to whom theCompany wishes to comply with Code Section 162(m) of the Code; and/or (b) delegating to a committeeof one or more members of the Board who are not “non-employee directors,” within the meaning ofRule 16b-3, the authority to grant awards under the Plan to eligible persons who are not thensubject to Section 16 of the Act.  The acts of such delegates shall be treated hereunder as acts ofthe Committee and such delegates shall report regularly to the Committee regarding the delegatedduties and responsibilities and any awards so granted. Any such allocation or delegation may berevoked by the Committee at any time.     (d) Information to be Furnished to Committee**. **As may be permitted by applicable law,the Company and any Affiliate or Subsidiary shall furnish the Committee with such data andinformation as it determines may be required for it to discharge its duties.  The records of theCompany and any Affiliate or Subsidiary as to an employee’s or participant’s employment,termination of employment, leave of absence, reemployment and compensation shall be conclusive onall persons unless determined by the Committee to be manifestly incorrect.  Subject to applicablelaw, participants and other persons entitled to benefits under the Plan must furnish the Committeesuch evidence, data or information as the Committee considers desirable to carry out the terms ofthe Plan.     (e) Expenses and Liabilities**.**All expenses and liabilities incurred by the Committeein the administration and interpretation of the Plan or any Award Agreement shall be borne by theCompany. The Committee may employ attorneys, consultants, accountants or other persons inconnection with the administration and interpretation of the Plan. The Company, and its
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officers and Directors, shall be entitled to rely upon the advice, opinions or valuations ofany such persons.**Section 3****Shares Issuable under the Plan; Mergers; Substitution**.     (a) Shares Issuable. The maximum number of shares of Stock reserved and available forissuance under the Plan shall be **400,000**. For purposes of this limitation, the shares of Stockunderlying any Awards which are forfeited, canceled, reacquired by the Company, satisfied withoutthe issuance of Stock or otherwise terminated (other than by exercise) shall not be deemed to havebeen delivered and shall be added back to the shares of Stock available for issuance under thePlan. Shares issued under the Plan may be authorized but unissued shares or shares reacquired bythe Company. With respect to Performance Share Awards, Restricted Stock Awards and RestrictedStock Unit Awards the maximum number of shares of Stock subject to such awards shall be **200,000**.     (b) Share Limitation. Subject to adjustment as provided in **Section ****3(d)** below, (i)the maximum number of shares of Stock with respect to which Stock Options and Stock AppreciationRights may be granted during a calendar year to any participant under the Plan and are intended tobe “performance-based compensation” (as that term is used for purposes of Section 162(m) of theCode) and then only to the extent such limitation is required by Section 162(m) of the Code, shallbe **400,000**shares and (ii) with respect to Performance Share Awards, Restricted Stock Awards andRestricted Stock Units Awards the maximum number of shares of Stock subject to such awards grantedduring a calendar year to any participant under the Plan and are intended to be “performance-basedcompensation” (as that term is used for purposes of Section 162(m) of the Code) and then only tothe extent such limitation is required by Section 162(m) of the Code, shall be **200,000**shares.     (c) Partial Performance. Notwithstanding the preceding provisions of this **Section3(d)**, if in respect of any performance period or restriction period, the Committee grants to aparticipant awards having an aggregate dollar value and/or number of shares less than the maximumdollar value and/or number of shares that could be paid or awarded to such participant based on thedegree to which the relevant performance measures were attained, the excess of such maximum dollarvalue and/or number of shares over the aggregate dollar value and/or number of shares actuallysubject to awards granted to such participant shall be carried forward and shall increase themaximum dollar value and/or the number of shares that may be awarded to such participant in respectof the next performance period in respect of which the Committee grants to such Participant anaward intended to qualify as “performance-based compensation” (as that term is used for purposes ofCode Section 162(m)), subject to adjustment pursuant to **(d)**hereof.     (d) **Corporate Transactions****. **To the extent permitted under Section 409A, ifapplicable, in the event of a corporate transaction involving the Company or the shares of Stock ofthe Company (including any stock dividend, stock split, extraordinary cash dividend,recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination orexchange of shares), all outstanding awards under the Plan and the Prior Plans, the number ofshares reserved for issuance under the Plan and the Prior Plans under **Section ****3(b)** and thespecified limitations set forth in **Section ****3(c)(c)** shall automatically be adjusted to
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proportionately and uniformly reflect such transaction (but only to the extent that suchadjustment will not affect the status of an award intended to qualify as “performance-basedcompensation” under Code Section 162(m), if applicable); *provided, however,*that the Committee mayotherwise adjust awards (or prevent such automatic adjustment) as it deems necessary, in its solediscretion, to preserve the benefits or potential benefits of the awards and the Plan.  Action bythe Committee may include: (i) adjustment of the number and kind of shares which may be deliveredunder the Plan; (ii) adjustment of the number and kind of shares subject to outstanding awards;(iii) adjustment of the Exercise Price of outstanding options and SARs; and (iv) any otheradjustments that the Committee determines to be equitable (which may include, (A) replacement ofawards with other awards which the Committee determines have comparable value and which are basedon stock of a company resulting from the transaction, and (B) cancellation of the award in returnfor cash payment of the current value of the award, determined as though the award were fullyvested at the time of payment, provided that in the case of an option or SAR, the amount of suchpayment shall be the excess of the value of the Stock subject to the option or SAR at the time ofthe transaction over the Exercise Price; provided, that no such payment shall be required inconsideration of the award if the Exercise Price is greater than the value of the Stock at the timeof such corporate transaction or event).**Section 4****Awards****.**     (a) General**.**Any Award under the Plan may be granted singularly, in combination withanother Award (or Awards), or in tandem whereby the exercise or vesting of one Award held by aparticipant cancels another Award held by the participant. Each Award under the Plan shall besubject to the terms and conditions of the Plan and such additional terms, conditions, limitationsand restrictions as the Committee shall provide with respect to such Award and as evidenced in theAward agreement. An Award may be granted as an alternative to or replacement of an existing Awardunder (i) the Plan; (ii) any other plan of the Company or any Affiliate or Subsidiary; (iii) anyPrior Plan; or (iv) as the form of payment for grants or rights earned or due under any othercompensation plan or arrangement of the Company or any Affiliate or Subsidiary, including withoutlimitation the plan of any entity acquired by the Company or any Affiliate or Subsidiary.     (b) Substitute Awards. The Committee may grant Awards under the Plan in substitutionfor stock and stock based awards held by employees of another corporation who concurrently becomeemployees of the Company, an Affiliate or a Subsidiary as the result of a merger or consolidationof the employing corporation with the Company, an Affiliate or a Subsidiary or the acquisition bythe Company, an Affiliate or a Subsidiary of property or stock of the employing corporation. TheCommittee may direct that the substitute awards be granted on such terms and conditions as theCommittee considers appropriate in the circumstances.**Section 5****Eligibility**.     Participants in the Plan will be Directors and such full or part-time officers and otheremployees of, and service providers to, the Company, its Affiliates and Subsidiaries who areresponsible for or contribute to the management, growth or profitability of the Company, itsAffiliates and Subsidiaries and who are selected from time to time by the Committee, in its solediscretion. Notwithstanding any provision of this Plan to the contrary, an Award (other than an
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incentive stockoption) may be granted to a person, in connection with his or her hiring as anemployee, prior to the date the employee first performed services for the Company, an Affiliate ora Subsidiary, provided that any such Award shall not become exercisable or vested prior to the datethe employee first performs such services as an employee.**Section 6****Stock Options**.     Any Stock Option granted under the Plan shall be in such form as the Committee may from timeto time approve.     Stock Options granted under the Plan may be either Incentive Stock Options or Non-QualifiedStock Options. To the extent that any option does not qualify as an Incentive Stock Option, itshall constitute a Non-Qualified Stock Option. No Incentive Stock Option may be granted under thePlan after the tenth anniversary of the Effective Date. Incentive Stock Options may only be grantedto employees of the Company, a Parent of the Company or a Subsidiary.     The Committee in its discretion may grant Stock Options to Directors or to employees of theCompany or any Affiliate or Subsidiary. Stock Options granted to Directors and employees pursuantto this **Section 6**shall be subject to the following terms and conditions and shall contain suchadditional terms and conditions, not inconsistent with the terms of the Plan, as the Committeeshall deem desirable:     (i) Exercise Price. The per share exercise price of a Stock Option grantedpursuant to this **Section 6**shall be determined by the Committee at the time of grant. Theper share exercise price of an Incentive Stock Option shall not be less than 100% of FairMarket Value on the date of grant. Unless specifically designated in writing by theCommittee, any Stock Option granted under the Plan shall be designed to be exempt fromSection 409A of the Code. For any Stock Option that is intended to be exempt from Section409A of the Code and/or is intended to be an Incentive Stock Option, the per share exerciseprice of a Stock Option shall not be less than 100% of the Fair Market Value on the date ofgrant unless otherwise permitted pursuant to Sections 409A and 422 of the Code. If anemployee owns or is deemed to own (by reason of the attribution rules of Section 424(d) ofthe Code) more than 10% of the combined voting power of all classes of stock of the Companyor any Subsidiary or Parent corporation (a “**10% Shareholder**”) and an Incentive Stock Optionis granted to such employee, the exercise price of such Incentive Stock Option shall not beless than 110% of the Fair Market Value.     (ii) Option Term. The term of each Stock Option shall be fixed by theCommittee, but no Incentive Stock Option shall be exercisable more than ten years after thedate the option is granted. For 10% Shareholders, the terms of an Incentive Stock Optionshall be no more than five years from the date of grant.     (iii) Exercisability; Rights of a Shareholder. Stock Options shall becomeexercisable at such time or times, whether or not in installments, as shall be determined bythe Committee at or after the grant date. The Committee may at any time accelerate theexercisability of all or any portion of any Stock Option. An optionee shall have the
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rights of a shareholder only as to shares acquired upon the exercise of a Stock Optionand not as to unexercised Stock Options.     (iv) Method of Exercise. Stock Options may be exercised in whole or in part, bygiving written notice of exercise to the Company, specifying the number of shares to bepurchased. Payment of the purchase price may be made by one or more of the followingmethods:     (A) In cash, by certified or bank check or other instrument acceptable to theCommittee or by wire transfer to an account designated by the Company;     (B) In the form of shares of Stock (by actual delivery or by attestation) thatare not then subject to restrictions under any Company plan, if permitted by theCommittee in its discretion. Such surrendered shares shall be valued at Fair MarketValue on the exercise date; or     (C) By the optionee delivering to the Company a properly executed exercisenotice together with irrevocable instructions to a broker to promptly deliver to theCompany cash or a check payable and acceptable to the Company to pay the purchaseprice; provided that in the event the optionee chooses to pay the purchase price asso provided, the optionee and the broker shall comply with such procedures and enterinto such agreements of indemnity and other agreements as the Committee shallprescribe as a condition of such payment procedure. Payment instruments will bereceived subject to collection.     (D) Other such method as may be determined by the Committee from time to time.     The delivery of shares of Stock to be purchased pursuant to the exercise of the StockOption will be contingent upon receipt from the Optionee (or a purchaser acting in his steadin accordance with the provisions of the Stock Option) by the Company of the full purchaseprice for such shares and the fulfillment of any other requirements contained in the StockOption or applicable provisions of laws (including satisfaction of applicable taxwithholding requirements).     (v) Non-transferability of Options. No Incentive Stock Option shall betransferable by the optionee otherwise than by will or by the laws of descent anddistribution, and all Incentive Stock Options shall be exercisable, during the optionee’slifetime, only by the optionee. Non-Qualified Stock Options granted under this Plan may beassigned or otherwise transferred by the participant only in the following circumstances:(i) by will or the laws of descent and distribution; (ii) by the participant to members ofhis or her “immediate family,” to a trust established for the exclusive benefit of solelyone or more members of the participant’s “immediate family” and/or the participant, or to apartnership, limited liability company or corporation pursuant to which the only partners,members or shareholders, as the case may be, are one or more members of the participant’s“immediate family” and/or the participant; provided such transfers are not made forconsideration to the participant; or (iii) pursuant to a certified
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domestic relations order. Any Non-Qualified Stock Option held by a transferee willcontinue to be subject to the same terms and conditions that were applicable to the Optionimmediately prior to the transfer, except that the Option will be transferable by thetransferee only by will or the laws of descent and distribution. For purposes hereof,“immediate family” means the participant’s children, stepchildren, grandchildren, parents,stepparents, grandparents, spouse, siblings (including half brothers and sisters), in-laws,and relationships arising because of legal adoption.     (vi) Termination by Death. If any optionee’s service with the Company, itsAffiliates or Subsidiaries terminates by reason of death, the Stock Option may thereafter beexercised, to the extent exercisable at the date of death, by the legal representative orlegatee of the optionee, for a period of six months (or such longer period as the Committeeshall specify at any time) from the date of death, or until the expiration of the statedterm of the Option, if earlier.     (vii) Termination by Reason of Disability.     (A) Any Stock Option held by an optionee whose service with the Company, itsAffiliates or Subsidiaries has terminated by reason of Disability may thereafter beexercised, to the extent it was exercisable at the time of such termination, for aperiod of twelve months (or such longer period as the Committee shall specify atany time) from the date of such termination of service, or until the expiration ofthe stated term of the Option, if earlier.     (B) The Committee shall have sole authority and discretion to determinewhether a participant’s service has been terminated by reason of Disability.     (C) Except as otherwise provided by the Committee at the time of grant orotherwise, the death of an optionee during a period provided in this **Section 6(vii)**for the exercise of a Non-Qualified Stock Option, shall extend such period for sixmonths from the date of death, subject to termination on the expiration of thestated term of the Option, if earlier.     (viii) Termination for Cause. If any optionee’s service with the Company, itsAffiliates or Subsidiaries has been terminated for Cause, any Stock Option held by suchoptionee shall immediately terminate and be of no further force and effect; provided,however, that the Committee may, in its sole discretion, provide that such Stock Option canbe exercised for a period of up to 30 days from the date of termination of service or untilthe expiration of the stated term of the Option, if earlier.     (ix) Other Termination. Unless otherwise determined by the Committee, if anoptionee’s service with the Company, its Affiliates or Subsidiaries terminates for anyreason other than death, Disability, or for Cause, any Stock Option held by such optioneemay thereafter be exercised, to the extent it was exercisable on the date of termination ofservice, for three months (or such longer period as the Committee shall specify at any
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time) from the date of termination of service or until the expiration of the stated term ofthe Option, if earlier.     (x) Annual Limit on Incentive Stock Options. To the extent required for“incentive stock option” treatment under Section 422 of the Code, the aggregate Fair MarketValue (determined as of the time of grant) of the Stock with respect to which IncentiveStock Options granted under this Plan and any other plan of the Company or its Subsidiariesbecome exercisable for the first time by an optionee during any calendar year shall notexceed $100,000.     (xi) Form of Settlement. Shares of Stock issued upon exercise of a Stock Optionshall be free of all restrictions under the Plan, except as otherwise provided in this Planor the applicable Stock Option Award.**Section 7****Restricted Stock Awards and Restricted Stock Unit Awards**.     (a) Nature of Awards. The Committee may grant Restricted Stock Awards or RestrictedStock Unit Awards to Directors and employees of the Company or any Affiliate or Subsidiary.     (i) Restricted Stock Award. A Restricted Stock Award is an Award entitling therecipient to acquire, at no cost or for a purchase price determined by the Committee, sharesof Stock subject to such restrictions and conditions as the Committee may determine at thetime of grant (“**Restricted Stock**”). Conditions may be based on continuing service and/orachievement of pre-established performance goals and objectives. In addition, a RestrictedStock Award may be granted to a Director or employee by the Committee in lieu of anycompensation due to such Director or employee.     (ii) Restricted Stock Unit Award. A Restricted Stock Unit Award is an Award evidencingthe right of the recipient to receive an equivalent number of shares of Stock on a specificdate or upon the attainment of pre-established performance goals, objectives, and otherconditions as specified by the Committee, with the units being subject to such restrictionsand conditions as the Committee may determine at the time of grant (“**Restricted StockUnits**”). Conditions may be based on continuing service and/or achievement of pre-establishedperformance goals and objectives. In addition, a Restricted Stock Unit Award may be grantedto a Director or employee by the Committee in lieu of any compensation due to such Directoror employee.     (b) Acceptance of Award. A participant who is granted a Restricted Stock Award or aRestricted Stock Unit Award shall have no rights with respect to such Award unless the participantshall have accepted the Award within 60 days (or such shorter date as the Committee may specify)following the award date by making payment to the Company, if required, by certified or bank checkor other instrument or form of payment acceptable to the Committee in an amount equal to thespecified purchase price, if any, of the shares covered by the Award and by executing anddelivering to the Company a written instrument that sets forth the terms and
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conditions of the Restricted Stock or the Restricted Stock Units in such form as the Committeeshall determine.     (c) Rights as a Shareholder. Upon complying with **Section ****7(b)** above:     (i) With respect to Restricted Stock, a participant shall have all the rights of ashareholder including voting and dividend rights, subject to transferability restrictionsand Company repurchase or forfeiture rights described in this **Section 6**and subject to suchother conditions contained in the written instrument evidencing the Restricted Stock Award.Unless the Committee shall otherwise determine, if certificates are issued to evidenceshares of Restricted Stock, such certificates shall remain in the possession of the Companyuntil such shares are vested as provided in **Sections ****6(e)** and **6(e)(i)**below; and     (ii) With respect to Restricted Stock Units, a participant shall have no voting rightsor dividend rights prior to the time shares of Stock are received in settlement of suchRestricted Stock Units. Unless otherwise provided by the Committee and reflected in theAward agreement, a participant shall have the right to receive additional Restricted StockUnits equal in value to any cash dividends and property dividends paid with respect to theRestricted Stock Units, subject to the same terms and conditions as contained in the writteninstrument evidencing the Restricted Stock Units Award.     (d) Restrictions. Restricted Stock Units and shares of Restricted Stock may not besold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specificallyprovided herein.     (e) Vesting of Restricted Stock and Restricted Stock Units. The Committee at the timeof grant shall specify the date or dates and/or the attainment of pre-established performancegoals, objectives and other conditions on which the non-transferability of the Restricted Stock andthe Restricted Stock Units and the Company’s right of repurchase or forfeiture shall lapse.     (i) Vesting of Restricted Stock. Subsequent to such date or dates and/or the attainmentof such pre-established performance goals, objectives and other conditions, the shares ofRestricted Stock on which all restrictions have lapsed shall no longer be Restricted Stockand shall be deemed “vested.”     (ii) Vesting of Restricted Stock Units. Upon such date or dates and/or the attainmentof such pre-established performance goals, objectives and other conditions, the RestrictedStock Units on which all restrictions have lapsed shall no longer be Restricted Stock Unitsand shall be deemed “vested”, and, unless otherwise provided by the Committee and reflectedin the Award agreement, the participant shall be entitled to shares of Stock equal to thenumber of vested Restricted Stock Units. Unless otherwise provided by the Committee andreflected in the Award agreement, the newly acquired shares of Stock shall be acquired bythe participant free and clear of any restrictions except such imposed under applicable law,if any.     (f) Waiver, Deferral and Reinvestment of Dividends. The written instrument evidencingthe Restricted Stock Award or the Restricted Stock Unit Award may require orpermit the immediate payment, waiver, deferral or investment of dividends paid on the
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Restricted Stock or the Restricted Stock Units; provided, any such deferral may be permitted onlyto the extent that such deferral would satisfy the requirements of Section 409A of the Code and anyguidance issued thereunder.**Section 8****Performance Share Awards**.     (a) Nature of Performance Shares. A Performance Share Award is an award entitling therecipient to acquire shares of Stock upon the attainment of specified performance goals. TheCommittee may make Performance Share Awards independent of or in connection with the granting ofany other Award under the Plan. Performance Share Awards may be granted under the Plan toDirectors and employees of the Company, any Affiliate or Subsidiary, including those who qualifyfor awards under other performance plans of the Company. The Committee in its sole discretionshall determine whether and to whom Performance Share Awards shall be made, the performance goalsapplicable under each such Award, the periods during which performance is to be measured, and allother limitations and conditions applicable to the awarded Performance Shares; provided, however,that the Committee may rely on the performance goals and other standards applicable to otherperformance based plans of the Company in setting the standards for Performance Share Awards underthe Plan.     (b) Restrictions on Transfer. Performance Share Awards and all rights with respect tosuch Awards may not be sold, assigned, transferred, pledged or otherwise encumbered.     (c) Rights as a Shareholder. A participant receiving a Performance Share Award shallhave the rights of a shareholder only as to shares actually received by the participant under thePlan and not with respect to shares subject to the Award but not actually received by theparticipant. A participant shall be entitled to receive shares of Stock under a Performance ShareAward only upon satisfaction of all conditions specified in the written instrument evidencing thePerformance Share Award (or in a performance plan adopted by the Committee).     (d) Termination. Except as may otherwise be provided by the Committee at any timeprior to termination of service, a participant’s rights in all Performance Share Awards shallautomatically terminate upon the participant’s termination of service with the Company and itsAffiliates or Subsidiaries for any reason (including, without limitation, death, Disability and forCause).     (e) Acceleration, Waiver, Etc. At any time prior to the participant’s termination ofservice with the Company, its Affiliates or Subsidiaries, the Committee may in its sole discretionaccelerate, waive or, subject to **Section 14**, amend any or all of the goals, restrictions orconditions imposed under any Performance Share Award; provided, however, that in no event shall anyprovision of the Plan be construed as granting to the Committee any discretion to increase theamount of compensation payable under any Performance Share Award intended to qualify as aPerformance Award under **Section 11**below to the extent such an increase would cause the amountspayable pursuant to the Performance Share Award to be nondeductible in whole or in part pursuant toSection 162(m) of the Code and the regulations thereunder, and the Committee shall have no suchdiscretion notwithstanding any provision of the Plan to the contrary.
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**Section 9****Stock Appreciation Rights**.     (a) Notice of Stock Appreciation Rights. A Stock Appreciation Right (“**SAR**”) is a rightentitling the participant to receive cash or Stock having a fair market value equal to theappreciation in the Fair Market Value of a stated number of shares from the date of grant, or inthe case of rights granted in tandem with or by reference to an Option granted prior to the grantof such rights, from the date of grant of the related Option to the date of exercise. SARs may begranted to Directors and employees of the Company or any Affiliate or Subsidiary.     (b) Terms of Awards. SARs may be granted in tandem with or with reference to a relatedOption, in which event the participant may elect to exercise either the Option or the SAR, but notboth, as to the same share subject to the Option and the SAR, or the SAR may be grantedindependently. In the event of an Award with a related Option, the SAR shall be subject to theterms and conditions of the related Option. In the event of an independent Award, the SAR shall besubject to the terms and conditions determined by the Committee.     (c) Restrictions on Transfer. SARs shall not be transferred, assigned or encumbered,except that SARs may be exercised by the executor, administrator or personal representative of thedeceased participant within six months of the death of the participant (or such longer period asthe Committee shall specify at any time) and transferred pursuant to a certified domestic relationsorder.     (d) Payment Upon Exercise. Upon exercise of an SAR, the participant shall be paid theexcess of the then Fair Market Value of the number of shares to which the SAR relates over the FairMarket Value of such number of shares at the date of grant of the SAR, or of the related Option, asthe case may be. Such excess shall be paid in cash or in Stock having a Fair Market Value equal tosuch excess or in such combination thereof as the Committee shall determine.**Section 10****Dividend Equivalents**.     The Committee is authorized to grant Dividend Equivalents to Directors and employees of theCompany or any Affiliate or Subsidiary. The Committee may provide, at the date of grant orthereafter, that Dividend Equivalents shall be paid or distributed when accrued or shall be deemedto have been reinvested in additional Shares, or other investment vehicles as the Committee mayspecify, provided that Dividend Equivalents (other than freestanding Dividend Equivalents) shall besubject to all conditions and restrictions of the underlying Awards to which they relate unlessotherwise provided by the Committee. Any grant of Dividend Equivalents made to a participanthereunder shall be permitted only to the extent that such grant would satisfy the requirements ofSection 409A of the Code and any guidance issued thereunder. To the extent that a grant ofDividend Equivalents would be deemed, under Section 409A of the Code and any guidance issuedthereunder, to reduce the exercise price of an Option or SAR below the Fair Market Value(determined as of the date of grant) of the share of Stock underlying such Award, no grant ofDividend Equivalents shall be allowed with respect to such Option or SAR.**Section 11****Performance Awards**.     If the Committee determines that a Performance Share Award, Restricted Stock Award
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orRestricted Stock Unit Award to be granted to a participant should qualify as “performance-basedcompensation” for purposes of Section 162(m) of the Code, the grant, vesting and/or settlement ofsuch award shall be contingent upon achievement of preestablished performance goals and other termsset forth in this **Section 11**.     (a) Performance Goals Generally. The performance goals for such awards (“**PerformanceAwards**”) shall consist of one or more business criteria and a targeted level or levels ofperformance with respect to each of such criteria, as specified by the Committee consistent withthis **Section 11**. Performance goals shall be objective and shall otherwise meet the requirements ofSection 162(m) of the Code and regulations thereunder (including Regulation 1.162-27 and successorregulations thereto). The Committee may determine that such Performance Awards shall be granted,vested and/or settled upon achievement of any one performance goal or that two or more of theperformance goals must be achieved as a condition to grant, vesting and/or settlement of suchPerformance Awards. Performance goals may differ for Performance Awards granted to any oneparticipant or to different participants. Any Performance Award granted under the Plan shall besettled as soon as administratively practicable following the date on which such Award vests, butin no event later than sixty (60) days after the date on which such Performance Award vests.     (b) Business Criteria. One or more of the following business criteria for the Company,on a consolidated basis, and/or for specified subsidiaries or business units of the Company (exceptwith respect to the total stockholder return and earnings per share criteria), shall be used by theCommittee in establishing performance goals for such Performance Awards: (1) earnings, includingFFO; (2) revenues; (3) cash flow; (4) cash flow return on investment; (5) return on assets; (6)return on investment; (7) return on capital; (8) return on equity; (9) economic value added; (10)operating margin; (11) net income; (12) pretax earnings; (13) pretax earnings before interest,depreciation and amortization; (14) pretax operating earnings after interest expense and beforeincentives, service fees, and extraordinary or special items; (15) operating earnings; (16) totalstockholder return; (17) market share; (18) debt load reduction; (19) expense management; (20)stock price; (21) book value; (22) overhead; (23) assets; (24) assessment of balance sheet orincome statement objectives; and (25) strategic business objectives, consisting of one or moreobjectives based on meeting specific cost targets, business expansion goals and goals relating toacquisitions or divestitures. Any of the above goals may be compared to the performance of a peergroup, business plan or a published or special index deemed applicable by the Committee including,but not limited to, the Standard & Poor’s 500 Stock Index.     (c) Performance Period; Timing for Established Performance Goals. Achievement ofperformance goals in respect of such Performance Awards shall be measured over a performanceperiod, as specified by the Committee. Performance goals shall be established not later than 90days after the beginning of any performance period applicable to such Performance Awards, or atsuch other date as may be required or permitted for “performance-based compensation” under Section162(m) of the Code.     (d) Settlement of Performance Awards; Other Terms. Settlement of such PerformanceAwards shall be in cash, Stock or other property, in the discretion of the Committee. The Committeemay, in its discretion, reduce the amount of a settlement otherwise to be made in
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connection withsuch Performance Awards, but may not exercise discretion to increase any such amount payable to aparticipant in respect of a Performance Award subject to this **Section 11**. The Committee shallspecify the circumstances in which such Performance Awards shall be paid or forfeited in the eventof a termination of employment of the participant prior to the end of a performance period orsettlement of Performance Awards.     (e) Written Determination. All determinations by the Committee as to the establishmentof performance goals or potential individual Performance Awards and as to the achievement ofperformance goals relating to Performance Awards under this **Section 11**shall be made in writing inthe case of any Award intended to qualify under Section 162(m) of the Code.     (f) Partial Achievement*.*  The terms of any award may provide that partial achievementof the business criteria may result in a payment or vesting based upon the degree of achievement.In addition, partial achievement of business criteria shall apply toward a participant’s individuallimitations as set forth in **Section 3(c)**.     (g) Extraordinary Items*.*  In establishing any business criteria, the Committee mayprovide for the exclusion of the effects of the following items, to the extent identified in theaudited financial statements of the Company, including footnotes, or in the Management’s Discussionand Analysis section of the Company’s annual report: (i) extraordinary, unusual, and/ornonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii)changes in tax or accounting principles, regulations or laws; or (iv) mergers or acquisitions.  Tothe extent not specifically excluded, such effects shall be included in any applicable businesscriteria.**Section 12****Tax Withholding**.     (a) Payment by Participant. Each participant shall, no later than the date as of whichthe value of an Award or of any Stock or other amounts received thereunder first becomes includiblein the gross income of the participant for Federal income tax purposes, pay to the Company, or makearrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxesof any kind required by law to be withheld with respect to such income. The Company, its Affiliatesand Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxesfrom any payment of any kind otherwise due to the participant.     (b) Payment in Shares. A participant may elect, subject to such rules and limitationsas may be established by the Committee from time to time, to have such tax withholding obligationsatisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock tobe issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of thedate the withholding is effected) that would satisfy the withholding amount due (based on theminimum statutory rates), or (ii) transferring to the Company shares of Stockowned by the participant with an aggregate Fair Market Value (as of the date the withholdingis effected) that would satisfy the withholding amount due (based on the minimum statutory rates).
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**Section 13****Transfer, Leave of Absence, Etc**.     For purposes of the Plan, the following events shall not be deemed a Termination of Service:**Service Providers**     (a)**Section 14****Amendments and Termination**.     (a) General. The Board may, as permitted by law, at any time amend or discontinue thePlan and the Committee may at any time amend or cancel any outstanding Award, but no such actionshall adversely affect rights under any outstanding Award without the holder’s consent and, exceptas set forth in **Section ****3(d)** above, no amendment shall (a) materially increase the benefitsaccruing to participants under the Plan; (b) materially increase the aggregate number of securitieswhich may be issued under the Plan, or (c) materially modify the requirements for participation inthe Plan, unless the amendment under (a), (b) or (c) above is approved by the Company’sstockholders. It is the intention of the Company that this Plan and any Awards made hereundercomply with or are exempt from the requirements of Section 409A of the Code and any guidance issuedthereunder.     (b) Deferred Compensation. If any award would be considered “deferred compensation”as defined under Section 409A of the Code (“**Deferred Compensation**”), the Committee reserves theabsolute right (including the right to delegate such right) to unilaterally amend the Plan or theAward agreement, without the consent of the participant, to avoid the application of, or tomaintain compliance with, Section 409A of the Code. Any amendment by the Committee to the Plan oran Award agreement pursuant to this section shall maintain, to the extent practicable andpermissible, the original intent of the applicable provision without violating Section 409A of theCode. A participant’s acceptance of any award under the Plan constitutes acknowledgement andconsent to such rights of the Committee, without further consideration or action. Any discretionaryauthority retained by the Committee pursuant to the terms of this Plan or pursuant to an Awardagreement shall not be applicable to an Award which is determined to constitute DeferredCompensation, if such discretionary authority would contravene Section 409A of the Code.     (c) Amendment to Conform to Law. Notwithstanding any provision in this Plan or anyAward Agreement to the contrary, the Committee may amend the Plan or an Award Agreement, to takeeffect retroactively or otherwise, as deemed necessary or advisable for the purpose of conformingthe Plan or the Award Agreement to any present or future law relating to plans of this or similarnature (including, but not limited to, Code Section 409A). By accepting an award under this Plan,each participant agrees and consents to any amendment made pursuant to this **Section ****13(c)** or**Section ****13(b)** to any award granted under this Plan without further consideration or action.
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**Section 15****Status of Plan**.     With respect to the portion of any Award which has not been exercised and any payments incash, Stock or other consideration not received by a participant, a participant shall have norights greater than those of a general unsecured creditor of the Company unless the Committee shallotherwise expressly determine in connection with any Award or Awards. In its sole discretion, theCommittee may authorize the creation of trusts or other arrangements to meet the Company’sobligations to deliver Stock or make payments with respect to Awards hereunder, provided that theexistence of such trusts or other arrangements is consistent with the provision of the foregoingsentence.**Section 16Change of Control Provisions**.     Upon the occurrence of a Change of Control as defined in this **Section 16**:     (a) Each Stock Option and each Stock Appreciation Right shall automatically become fullyexercisable unless the Committee shall otherwise expressly provide at the time of grant.     (b) Restrictions and conditions on Awards of Restricted Stock, Restricted Stock Units,Performance Shares and Dividend Equivalents shall automatically be deemed waived, and therecipients of such Awards shall become entitled to receipt of the maximum amount of Stock subjectto such Awards unless the Committee shall otherwise expressly provide at the time of grant.     (c) “**Change of Contro**l” shall mean the occurrence of any one of the following events:     (i) any “person”, as such term is used in Sections 13(d) and 14(d) of the Act (otherthan the Company, any of its Subsidiaries, any trustee, fiduciary or other person or entityholding securities under any employee benefit plan of the Company or any of itsSubsidiaries), together with all “affiliates” and “associates” (as such terms are defined inRule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such termis defined in Rule 13d-3 under the Act), directly or indirectly, of securities of theCompany representing 40% or more of either (A) the combined voting power of the Company’sthen outstanding securities having the right to vote in an election of the Company’s Boardof Directors (“**Voting Securities**”) or (B) the then outstanding shares of Common Stock of theCompany (in either such case other than as result of acquisition of securities directly fromthe Company); or     (ii) persons who, as of the effective date of this Plan, constitute the Company’s Boardof Directors (the “**Incumbent Directors**”) cease for any reason, including without limitation,as a result of a tender offer, proxy contest, merger or similar transaction, to constituteat least a majority of the Board, provided that any person becoming a director of theCompany subsequent to the effective date of this Plan whose election or nomination forelection was approved by a vote of at least a majority of the Incumbent Directors shall, forpurposes of this Plan, be considered an Incumbent Director; or
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     (iii) the consummation of: (A) any consolidation or merger of the Company or anySubsidiary where the stockholders of the Company, immediately prior to the consolidation ormerger, would not, immediately after the consolidation or merger, beneficially own (as suchterm is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing inthe aggregate 50% or more of the voting stock of the corporation issuing cash or securitiesin the consolidation or merger (or of its ultimate parent corporation, if any), (B) anysale, lease, exchange or other transfer (in one transaction or a series of transactionscontemplated or arranged by any party as a single plan) of all or substantially all of theassets of the Company or (C) any plan or proposal for the liquidation or dissolution of theCompany.     Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred forpurposes of the foregoing clause (i) solely as the result of an acquisition of securities by theCompany which, by reducing the number of shares of Common Stock or other Voting Securitiesoutstanding, increases (x) the proportionate number of shares of Common Stock beneficially owned byany person to 40% or more of the shares of Common Stock then outstanding or (y) the proportionatevoting power represented by the Voting Securities beneficially owned by any person to 40% or moreof the combined voting power of all then outstanding Voting Securities; provided, however, that ifany person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficialowner of any additional shares of Common Stock or other Voting Securities (other than pursuant to astock split, stock dividend, or similar transaction), then a “Change of Control” shall be deemed tohave occurred for purposes of the foregoing clause (i). In the event that any award under the Planconstitutes Deferred Compensation, and the settlement of, or distribution of benefits under suchaward is to be triggered by a Change of Control, then such settlement or distribution shall besubject to the event constituting the Change of Control also constituting a change in the ownershipor effective control or change in ownership of a substantial portion of assets of a corporation aspermitted under Section 409A of the Code and any guidance issued thereunder.**Section 17****General Provisions**.     (a) No Distribution; Compliance with Legal Requirements. The Committee may requireeach person acquiring shares pursuant to an Award to represent to and agree with the Company inwriting that such person is acquiring the shares without a view to distribution thereof. No sharesof Stock shall be issued pursuant to an Award until all applicable securities laws and other legaland stock exchange requirements have been satisfied. The Company may, as it deems appropriate: (i)require the placing of such stop-orders and restrictive legends on certificates, if any, for Stockand Awards, (ii) make a notation within any electronic recordation system for ownership of shares,or (iii) utilize other reasonable means to evidence such shares have not been registered under theSecurities Act of 1933.     (b) Certificates. To the extent that the Plan provides for the issuance of shares ofStock, the issuance may be effected on a non-certificated basis, in accordance with applicable lawand the applicable rules of any stock exchange. If stock certificates are issued to evidenceshares awarded under this Plan, delivery of stock certificates to participants under this Planshall be deemed effected for all purposes when the Company or a stock transfer agent of the Company
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shall have delivered such certificates in the United States mail, addressed to theparticipant, at the participant’s last known address on file with the Company.     (c) Other Compensation Arrangements; No Employment Rights. Nothing contained in thisPlan shall prevent the Board from adopting other or additional compensation arrangements, includingtrusts, subject to stockholder approval if such approval is required; and such arrangements may beeither generally applicable or applicable only in specific cases. The adoption of the Plan and thegrant of Awards do not confer upon any employee any right to continued employment with the Companyor any Subsidiary.**Section 18****Effective Date of Plan**.     The Plan shall become effective upon approval by the stockholders of the Company.**Section 19Governing Law**.     THIS PLAN SHALL BE GOVERNED BY THE STATE OF ILLINOIS WITHOUT REGARD TO THE PRINCIPLES OFCONFLICT OF LAWS THEREOF, EXCEPT TO THE EXTENT SUCH LAW IS PREEMPTED BY FEDERAL LAW.
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