Deposit Agreement


    FIRST
      INDUSTRIAL REALTY TRUST, INC.,

    EQUISERVE
      INC. AND EQUISERVE TRUST COMPANY, N.A.

    AS
      DEPOSITARY,

    


    AND

    


    THE
      HOLDERS FROM TIME TO TIME OF

    THE
      DEPOSITARY RECEIPTS DESCRIBED HEREIN

    RELATING
      TO SERIES I FLEXIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK

    


    DEPOSIT
      AGREEMENT

    


    
      
        

      

       

    

    Dated
      as
      November 8, 2005

    
      
        

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    Page

    
      	
               

              ARTICLE
                I

              DEFINITIONS

               

            	 
	
               

              ARTICLE
                II

              FORM
                OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, 

              TRANSFER,
                SURRENDER AND REDEMPTION OF RECEIPTS

               

            	 
	
              SECTION
                2.1. Form
                and Transfer of Receipts

            	 2
	
              SECTION
                2.2. Deposit of Stock; Execution and Delivery of Receipts
                in
                Respect Thereof

            	 4
	
              SECTION
                2.3. Registration of Transfer of Receipts

            	 5
	
              SECTION
                2.4. Split-ups and Combinations of Receipts; Surrender of
                Receipts
                and Withdrawal
                of Stock

            	 6
	
              SECTION
                2.5. Limitations on Execution and Delivery, Transfer, Surrender
                and
                Exchange
                of Receipts

            	 7
	
              SECTION
                2.6. Lost
                Receipts, etc

            	 7
	
              SECTION
                2.7. Cancellation and Destruction of Surrendered
                Receipts

            	 7
	
              SECTION
                2.8. Redemption of Stock

            	 8
	
              SECTION
                2.9. Stock Constituting Excess Stock

            	 9
	
               

              ARTICLE
                III

              CERTAIN
                OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

               

            	 
	
              SECTION
                3.1. Filing
                Proofs, Certificates and Other Information

            	 10
	
              SECTION
                3.2. Payment of Taxes or Other Governmental Charges

            	 10
	
              SECTION
                3.3. Warranty as to Stock

            	 10
	
               

              ARTICLE
                IV

              THE
                DEPOSITED SECURITIES; NOTICES

               

            	 
	
              SECTION
                4.1. Cash
                Distributions

            	 10
	
              SECTION
                4.2. Distributions Other than Cash, Rights, Preferences or
                Privileges

            	 11
	
              SECTION
                4.3. Subscription Rights, Preferences or Privileges

            	 11
	
              SECTION
                4.4. Notice of Dividends, etc.; Fixing Record Date for Holders
                of
                Receipts

            	 12
	
              SECTION
                4.5. Voting Rights

            	 13
	
              SECTION
                4.6. Changes Affecting Deposited Securities and Reclassifications,
                Recapitalizations, etc.

            	 13
	
              SECTION
                4.7. Delivery of Reports

            	 14
	
              SECTION
                4.8. List of Receipt Holders

            	 14
	
               

              ARTICLE
                V

               

              THE
                DEPOSITARY, THE DEPOSITARY’S

              AGENTS,
                THE REGISTRAR AND THE COMPANY

               

            	 
	
              SECTION
                5.1. Maintenance
                of Offices, Agencies and Transfer Books by the Depositary;
                Registrar

            	 14
	
              SECTION
                5.2. Prevention of or Delay in Performance by the Depositary,
                the
                Depositary’s
                Agents, the Registrar or the Company

            	 15
	
              SECTION
                5.3. Obligation of the Depositary, the Depositary’s Agents, the
                Registrar and
                the Company

            	 16
	
              SECTION
                5.4. Resignation and Removal of the Depositary; Appointment
                of
                Successor
                Depositary

            	 17
	
              SECTION
                5.5. Corporate Notices and Reports

            	 18
	
              SECTION
                5.6. Indemnification by the Company

            	 18
	
              SECTION
                5.7. Charges and Expenses

            	 18
	
              SECTION
                5.8. Tax Compliance

            	 19
	
               

              ARTICLE
                VI

               

              AMENDMENT
                AND TERMINATION

               

            	 
	
              SECTION
                6.1. Amendment

            	 20
	
              SECTION
                6.2. Termination

            	 20
	
               

              ARTICLE
                VII

               

              MISCELLANEOUS

               

            	 
	
              SECTION
                7.1. Counterparts

            	 21
	
              SECTION
                7.2. Exclusive Benefit of Parties

            	 21
	
              SECTION
                7.3. Invalidity of Provisions

            	 21
	
              SECTION
                7.4. Notices

            	 21
	
              SECTION
                7.5. Appointment of Registrar

            	 22
	
              SECTION
                7.6. Holders of Receipts Are Parties

            	 22
	
              SECTION
                7.7. Governing Law

            	 22
	
              SECTION
                7.8. Inspection of Deposit Agreement

            	 22
	
              SECTION
                7.9. Headings

            	 23


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    DEPOSIT
      AGREEMENT, dated as of November 8, 2005, among FIRST INDUSTRIAL REALTY TRUST,
      INC., a Maryland corporation (the “Company”), EquiServe
      Trust Company, N.A., a
      national banking association, and EquiServe, Inc., a Delaware corporation
      (collectively EquiServe Trust Company, N.A. and EquiServe, Inc. shall be
      referenced herein as “Depositary”
      or
      individually as the “Trust Company” and “EQI”, respectively),
      and the
      holders from time to time of the Receipts described herein.

     

    WHEREAS,
      it is desired to provide, as hereinafter set forth in this Deposit Agreement,
      for the deposit of shares of Series I Flexible Cumulative Redeemable Preferred
      Stock of the Company with the Depositary for the purposes set forth in this
      Deposit Agreement and for the issuance hereunder of Receipts evidencing
      Depositary Shares in respect of the Stock so deposited; and

     

    WHEREAS,
      the Receipts are to be substantially in the form of Exhibit
      A
      annexed
      hereto, with appropriate insertions, modifications and omissions, as hereinafter
      provided in this Deposit Agreement;

     

    NOW,
      THEREFORE, in consideration of the promises contained herein, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto hereby agree
      as
      follows:

     

    ARTICLE
      I  

     

    DEFINITIONS

     

    The
      following definitions shall, for all purposes, unless otherwise indicated,
      apply
      to the respective terms used in this Deposit Agreement:

     

    “Articles
      Supplementary”
      shall
      mean the Articles Supplementary filed with the Secretary of State of the State
      of Maryland establishing the Stock as a series of preferred stock of the
      Company.

     

    “Deposit
      Agreement”
      shall
      mean this Deposit Agreement, as amended or supplemented from time to
      time.

     

    “Depositary”
      shall
      have the meaning set forth in the preamble hereto.

     

    “Depositary
      Shares”
      shall
      mean Depositary Shares, each representing 1/10,000 of a share of Stock and
      evidenced by a Receipt.

     

    “Depositary’s
      Agent”
      shall
      mean one
      or
      more agents
      appointed by the Depositary pursuant to Section 5.1 and shall include the
      Registrar if such Registrar is not the Depositary.

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    “Depositary’s
      Office”
      shall
      mean any office of the Depositary at which at any particular time its depositary
      receipt business shall be administered.

     

    “Excess
      Stock”
      shall
      mean Excess Stock as defined in Section 7.4 of the Company’s Amended and
      Restated Articles of Incorporation.

     

    “Receipt”
      shall
      mean one of the Depositary Receipts, substantially in the form set forth as
      Exhibit
      A
      hereto,
      issued hereunder, whether in definitive or temporary form and evidencing the
      number of Depositary Shares held of record by the record holder of such
      Depositary Shares. If the context so requires, the term “Receipt” shall be
      deemed to include the DTC Receipt (as defined in Section 2.1(c)
      hereof).

     

    “record
      holder”
      or
“holder”
      as
      applied to a Receipt shall mean the person in whose name a Receipt is registered
      on the books of the Depositary maintained for such purpose.

     

    “Registrar”
      shall
      mean the Depositary or such other bank or trust company which shall be appointed
      to register ownership and transfers of Receipts as herein provided.

     

    “Securities
      Act”
      shall
      mean the Securities Act of 1933, as amended.

     

    “Stock”
      shall
      mean shares of the Company’s Series I Flexible Cumulative Redeemable Preferred
      Stock, $.0l par value per share.

     

    ARTICLE
      II  

     

    FORM
      OF
      RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, 

    TRANSFER,
      SURRENDER AND REDEMPTION OF RECEIPTS

     

    SECTION
      2.1.  Form
      and Transfer of Receipts.

     

    (a) On
      the
      date of this Agreement, the Depositary shall issue to Wachovia Investment
      Holdings, LLC (“Wachovia”)
      an
      initial temporary physical Receipt evidencing 6,000,000 Depositary Shares
      registered in the name of Wachovia (or its designee).

     

    (b) On
      November 18, 2005, the Depositary shall issue, at the option of the Company,
      to
      Wachovia an initial temporary physical Receipt evidencing up to 4,000,000
      Depositary Shares registered in the name of Wachovia (or its
      designee).

     

    (c) At
      the
      written request of a majority of the holders of the issued and outstanding
      Receipts, the Company and the Depositary shall make application to The
      Depository Trust Company (“DTC”)
      for
      acceptance of all or a portion of the Receipts for its book-entry settlement
      system. The Company hereby appoints the Depositary acting through any authorized
      officer thereof as its attorney-in-fact, with full power to delegate, for
      purposes of executing any agreements, certifications or other instruments or
      documents necessary or desirable in order to effect the acceptance of such
      Receipts for DTC eligibility. So long as the Receipts are eligible for
      book-entry settlement with DTC, unless otherwise required by law, all Depositary
      Shares shall be represented by a single receipt (the “DTC
      Receipt”),
      which
      shall be deposited with DTC (or its designee) evidencing all such Depositary
      Shares and registered in the name of the nominee of DTC (initially expected
      to
      be Cede & Co.). Trust Company or such other entity as is agreed to by DTC
      may hold the DTC Receipt as custodian for DTC. Ownership of beneficial interests
      in the DTC Receipt shall be shown on, and the transfer of such ownership shall
      be effected through, records maintained by (i) DTC or its nominee for such
      DTC
      Receipt or (ii) institutions that have accounts with DTC.

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    If
      DTC
      subsequently ceases to make its book-entry settlement system available for
      the
      Receipts, the Company may instruct the Depositary regarding making other
      arrangements for book-entry settlement. In the event that the Receipts are
      not
      eligible for, or it is no longer desirable to have the Receipts available in,
      book-entry form, the Depositary shall provide written instructions to DTC to
      deliver to the Depositary for cancellation the DTC Receipt, and the Company
      shall instruct the Depositary to deliver to the beneficial owners of the
      Depositary Shares previously evidenced by the DTC definitive Receipts in
      physical form evidencing such Depositary Shares. Such definitive receipts shall
      be in substantially the form annexed hereto as Annex
      A,
      with
      appropriate insertions, modifications and omissions, as hereafter
      provided.

     

    The
      beneficial owners of Depositary Shares shall, except as stated above with
      respect to Depositary Shares in book-entry form represented by the DTC Receipt,
      be entitled to receive Receipts in physical, certificated form as herein
      provided.

     

    The
      definitive Receipts shall be engraved or printed or lithographed on
      steel-engraved borders, with appropriate insertions, modifications and
      omissions, as hereinafter provided, if and to the extent required by any
      securities exchange on which the Receipts are listed. The DTC Receipt shall
      bear
      such legend or legends as may be required by DTC in order for it to accept
      the
      Depository Shares for its book-entry settlement system. Pending the preparation
      of definitive Receipts or if definitive Receipts are not required by any
      securities exchange on which the Receipts are listed, the Depositary, upon
      the
      written order of the Company, delivered in compliance with Section 2.2 hereof,
      shall execute and deliver temporary Receipts which are printed, lithographed,
      typewritten, mimeographed or otherwise substantially of the tenor of the
      definitive Receipts in lieu of which they are issued and with such appropriate
      insertions, omissions, substitutions and other variations as the persons
      executing such Receipts may determine, as evidenced by their execution of such
      Receipts. If temporary Receipts are issued, the Company and the Depositary
      will
      cause definitive Receipts to be prepared without unreasonable delay. After
      the
      preparation of definitive Receipts, the temporary Receipts shall be exchangeable
      for definitive Receipts upon surrender of the temporary Receipts at the
      Depositary’s Office or at such other place or places as the Depositary shall
      determine, without charge to the holder. Upon surrender for cancellation of
      any
      one or more temporary Receipts, the Depositary shall execute and deliver in
      exchange therefor definitive Receipts representing the same number of Depositary
      Shares as represented by the surrendered temporary Receipt or Receipts. Such
      exchange shall be made at the Company’s expense and without any charge to the
      holder therefor. Until so exchanged, the temporary Receipts shall in all
      respects be entitled to the same benefits under this Deposit Agreement, and
      with
      respect to the Stock, as definitive Receipts.

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    Receipts
      shall be executed by the Depositary by the manual and/or facsimile signature
      of
      a duly authorized officer of the Depositary. No Receipt shall be entitled to
      any
      benefits under this Deposit Agreement or be valid or obligatory for any purpose
      unless it shall have been executed in accordance with the foregoing sentence.
      The Depositary shall record on its books each Receipt so signed and delivered
      as
      hereinafter provided.

     

    Receipts
      shall be in denominations of any number of whole Depositary Shares. The Company
      shall deliver to the Depositary from time to time such quantities of Receipts
      as
      the Depositary may request to enable the Depositary to perform its obligations
      under this Deposit Agreement.

     

    Receipts
      may be endorsed with or have incorporated in the text thereof such legends
      or
      recitals or changes not inconsistent with the provisions of this Deposit
      Agreement as may be required by the Company
      or
      required to comply with any applicable law or any regulation thereunder or
      with
      the rules and regulations of any securities exchange upon which the Stock,
      the
      Depositary Shares or the Receipts may be listed or to conform with any usage
      with respect thereto, or to indicate any special limitations or restrictions
      to
      which any particular Receipts are subject, all
      as
      directed by the Company.

     

    Title
      to
      Depositary Shares evidenced by a Receipt which is properly endorsed or
      accompanied by a properly executed instrument of transfer shall be transferable
      by delivery with the same effect as in the case of a negotiable instrument;
      provided, however, that until transfer of a Receipt shall be registered on
      the
      books of the Depositary as provided in Section 2.3, the Depositary may,
      notwithstanding any notice to the contrary, treat the record holder thereof
      at
      such time as the absolute owner thereof for the purpose of determining the
      person entitled to distributions of dividends or other distributions or to
      any
      notice provided for in this Deposit Agreement and for all other
      purposes.

     

    SECTION
      2.4.  Deposit
      of Stock; Execution and Delivery of Receipts in Respect Thereof.  Subject
      to the terms and conditions of this Deposit Agreement, the Company may from
      time
      to time deposit shares of Stock under this Deposit Agreement by delivery to
      the
      Depositary of a certificate or certificates for the Stock to be deposited,
      properly endorsed or accompanied, if required by the Depositary, by a duly
      executed instrument of transfer or endorsement, in form satisfactory to the
      Depositary, together with (i) all such certifications as may be required
      by
      the Depositary in accordance with the provisions of this Deposit
      Agreement,
      including the resolutions of the Board of Directors of the Company, as certified
      by the Secretary or any Assistant Secretary of the Company on the date thereof
      as being as being complete, accurate and in effect, relating to issuance and
      sale of the Preferred Stock, (ii) a letter of counsel to the Company authorizing
      reliance on such counsel’s opinions delivered to the initial purchaser named
      therein stating (A) the existence and good standing of the Company, (B) the
      due
      authorization of the Depositary Shares and the status of the Depositary Shares
      as validly issued, fully paid and non-assessable, and (C) that no registration
      statement is required under the Securities Act for the issuance or sale of
      the
      Depositary Shares, and (iii) a written letter of instruction
      of the
      Company or such holder, as the case may be, directing the Depositary to execute
      and deliver to, or upon the written order of, the person or persons stated
      in
      such order a Receipt or Receipts for the number of Depositary Shares
      representing such deposited Stock.

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

    Deposited
      Stock shall be held by the Depositary at the Depositary’s Office or at such
      other place or places as the Depositary shall determine.

     

    Upon
      receipt by the Depositary of a certificate or certificates for Stock deposited
      in accordance with the provisions of this Section, together with the other
      documents required as above specified, and upon recordation of the Stock on
      the
      books of the Company in the name of the Depositary or its nominee, the
      Depositary, subject to the terms and conditions of this Deposit Agreement,
      shall
      execute and deliver, to or upon the order of the person or persons named in
      the
      written order delivered to the Depositary referred to in the first paragraph
      of
      this Section 2.2, a Receipt or Receipts for the whole number of Depositary
      Shares representing, in the aggregate, the Stock so deposited and registered
      in
      such name or names as may be requested by such person or persons. The Depositary
      shall execute and deliver such Receipt or Receipts at the Depositary’s Office or
      such other offices, if any, as the Depositary may designate. Delivery at other
      offices shall be at the risk and expense of the person requesting such
      delivery.

     

    SECTION
      2.5.  Registration
      of Transfer of Receipts. 
      Subject
      to the terms and conditions of applicable law and of this Deposit Agreement,
      the
      Depositary shall register on its books from time to time transfers of Receipts
      upon any surrender thereof by the holder in person or by a duly authorized
      attorney,
      agent or
      representative,
      properly endorsed or accompanied by a properly executed instrument of
      transfer
      including a guarantee of the signature thereon by a participant in a signature
      guarantee medallion program approved by the Securities Transfer Association
      (“Signature
      Guarantee”).
      Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing
      the
      same aggregate number of Depositary Shares as those evidenced by the Receipt
      or
      Receipts surrendered and deliver such new Receipt or Receipts to or upon the
      order of the person entitled thereto.

     

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.6.  Split-ups
      and Combinations of Receipts; Surrender of Receipts and Withdrawal of
      Stock. 
      Upon
      surrender of a Receipt or Receipts at the Depositary’s Office or at such other
      offices as it may designate for the purpose of effecting a split-up or
      combination of such Receipt or Receipts, and subject to the terms and conditions
      of this Deposit Agreement, the Depositary shall execute and deliver a new
      Receipt or Receipts in the authorized denomination or denominations requested,
      evidencing the aggregate number of Depositary Shares evidenced by the Receipt
      or
      Receipts surrendered; provided, however, that the Depositary shall not issue
      any
      Receipt evidencing a fractional Depositary Share.

     

    Any
      holder of a Receipt or Receipts representing any number of whole shares of
      Stock
      may (unless the related Depositary Shares have previously been called for
      redemption) withdraw the Stock and all money and other property, if any,
      represented thereby by surrendering such Receipt or Receipts at the Depositary’s
      Office or at such other offices as the Depositary may designate for such
      withdrawals and paying any unpaid amount due the Depositary. If such holder’s
      Depositary Shares are being held by DTC or its nominee pursuant to Section
      2.1
      hereof, such holder shall request withdrawal from the book-entry system of
      Receipts representing any number of whole shares. Thereafter, without
      unreasonable delay, the Depositary shall deliver to such holder or to the person
      or persons designated by such holder as hereinafter provided the number of
      whole
      shares of Stock and all money and other property, if any, represented by the
      Receipt or Receipts so surrendered for withdrawal, but holders of such whole
      shares of Stock will not thereafter be entitled to deposit such Stock hereunder
      or to receive Depositary Shares therefor. If a Receipt delivered by the holder
      to the Depositary in connection with such withdrawal shall evidence a number
      of
      Depositary Shares in excess of the number of Depositary Shares representing
      the
      number of whole shares of Stock to be so withdrawn, the Depositary shall at
      the
      same time, in addition to such number of whole shares of Stock and such money
      and other property, if any, to be so withdrawn, deliver to such holder, or
      upon
      his order, a new Receipt evidencing such excess number of Depositary Shares;
      provided, however, that the Depositary shall not issue any Receipt evidencing
      a
      fractional Depositary Share.

     

    Delivery
      of the Stock and money and other property being withdrawn may be made by the
      delivery of such certificates, documents of title and other instruments as
      the
      Depositary may deem appropriate, which, if required by the Depositary, shall
      be
      properly endorsed or accompanied by proper instruments of transfer.

     

    If
      the
      Stock and the money and other property being withdrawn are to be delivered
      to a
      person or persons other than the record holder of the Receipt or Receipts being
      surrendered for withdrawal of Stock, such holder shall execute and deliver
      to
      the Depositary a written order so directing the Depositary and the Depositary
      may require that the Receipt or Receipts surrendered by such holder for
      withdrawal of such shares of Stock be properly endorsed in blank or accompanied
      by a properly executed instrument of transfer in blank.

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

    Delivery
      of the Stock and the money and other property, if any, represented by Receipts
      surrendered for withdrawal shall be made by the Depositary at the Depositary’s
      Office, except that, at the request, risk and expense of the holder surrendering
      such Receipt or Receipts and for the account of the holder thereof, such
      delivery may be made at such other place as may be designated by such
      holder.

     

    SECTION
      2.7.  Limitations
      on Execution and Delivery, Transfer, Surrender and Exchange of
      Receipts. 
      As
      a
      condition precedent to the execution and delivery, registration of transfer,
      split-up, combination, surrender or exchange of any Receipt, the Depositary,
      any
      of the Depositary’s Agents or the Company may require payment to it of a sum
      sufficient for the payment (or, in the event that the Depositary or the Company
      shall have made such payment, the reimbursement to it) of any charges or
      expenses payable by the holder of a Receipt pursuant to Sections 3.2 and 5.7
      hereof, may require the production of evidence satisfactory to it as to the
      identity and genuineness of any signature
      including a Signature Guarantee,
      and may
      also require compliance with such regulations, if any, as the Depositary or
      the
      Company may establish consistent with the provisions of this Deposit
      Agreement.

     

    The
      deposit of Stock may be refused, the delivery of Receipts against Stock may
      be
      suspended, the registration of transfer of Receipts may be refused and the
      registration of transfer, surrender or exchange of outstanding Receipts may
      be
      suspended (i) during any period when the register of stockholders of the Company
      is closed, or (ii) if any such action is deemed necessary or advisable by the
      Depositary, any of the Depositary’s Agents or the Company at any time or from
      time to time because of any requirement of law or of any government or
      governmental body or commission or under any provision of this Deposit
      Agreement.

     

    SECTION
      2.8.  Lost
      Receipts, etc. 
      In
      case
      any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in
      its
      reasonable discretion may execute and deliver a Receipt of like form and tenor
      in exchange and substitution for such mutilated Receipt, or in lieu of and
      in
      substitution for such destroyed, lost or stolen Receipt, upon (i) the filing
      by
      the holder thereof with the Depositary of evidence reasonably satisfactory
      to
      the Depositary of such destruction or loss or theft of such Receipt, of the
      authenticity thereof and of his or her ownership thereof, (ii) the
      furnishing of the Depositary with reasonable indemnification and
      the
      provision of an open penalty surety bond satisfactory
      to the Depositary and holding
      it and the
      Company
      harmless,
      and
      (iii)
      the payment of any reasonable expense (including reasonable fees, charges and
      expenses of the Depositary) in connection with such execution and
      delivery.

     

    SECTION
      2.9.  Cancellation
      and Destruction of Surrendered Receipts. 
      All
      Receipts surrendered to the Depositary or any Depositary’s Agent shall be
      cancelled by the Depositary. Except as prohibited by applicable law or
      regulation, the Company is authorized to destroy all Receipts so
      cancelled.

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

    SECTION
      2.10.  Redemption
      of Stock. 
      Whenever
      the Company shall be permitted and shall elect to redeem shares of Stock in
      accordance with the provisions of the Company’s Articles of Incorporation or
      Articles Supplementary, it shall (unless otherwise agreed to in writing with
      the
      Depositary) give or cause to be given to the Depositary not less than 45 days
      notice (or 5 days notice, if the sole record holder of the Depositary Shares
      is
      Wachovia) of the date of such proposed redemption or exchange of Stock and
      of
      the number of such shares held by the Depositary to be so redeemed and the
      applicable redemption price, as set forth in the Articles Supplementary, which
      notice shall be accompanied by a certificate from the Company stating that
      such
      redemption of Stock is in accordance with the provisions of the Company’s
      Articles of Incorporation or Articles Supplementary. On the date of such
      redemption, provided that the Company shall then have paid or caused to be
      paid
      in full to the Depositary the redemption price of the Stock to be redeemed,
      plus
      an amount equal to any accrued and unpaid dividends thereon to the date fixed
      for redemption, in accordance with the provisions of the Articles Supplementary,
      the Depositary shall redeem the number of Depositary Shares representing such
      Stock. The Depositary shall mail notice of the Company’s redemption of Stock and
      the proposed simultaneous redemption of the number of Depositary Shares
      representing the Stock to be redeemed by first-class mail, postage prepaid,
      not
      less than 30 (or not less than 5, if the sole record holder of the Depositary
      Shares is Wachovia) and not more than 60 days prior to the date fixed for
      redemption of such Stock and Depositary Shares (the “Redemption Date”) to the
      record holders of the Receipts evidencing the Depositary Shares to be so
      redeemed, at the address of such holders as they appear on the records of the
      Depositary (except that if Wachovia is the sole record holder of the Depositary
      Shares, such notice may be given by telephone to Wachovia Securities Debt
      Capital Markets, at 704-383-9165 (Attention Ms. Teresa Hee), copy to Hunton
      & Williams, LLP at 804-788-8200 (Attention: Randall S. Parks, Esq.)); but
      neither failure to mail any such notice of redemption of Depositary Shares
      to
      one or more such holders nor any defect in any notice of redemption of
      Depositary Shares to one or more such holders shall affect the sufficiency
      of
      the proceedings for redemption as to the other holders. The Company will provide
      the Depositary with the information necessary for the Depositary to prepare
      such
      notice and each such notice shall state: (i) the Redemption Date; (ii) the
      redemption price per Depositary Share; (iii) the place or places where Receipts
      evidencing Depositary Shares are to be surrendered for payment of the redemption
      price; and (iv) that dividends in respect of the Stock represented by the
      Depositary Shares to be redeemed will cease to accrue on such Redemption Date
      and will bear no interest.

     

    Notice
      having been mailed by the Depositary as aforesaid, from and after the Redemption
      Date (unless the Company shall have failed to provide the funds necessary to
      redeem the Stock evidenced by the Depositary Shares called for redemption)
      (i) dividends on the shares of Stock so called for redemption shall
      cease
      to accrue from and after such date, (ii) the Depositary Shares being redeemed
      from such proceeds shall be deemed no longer to be outstanding,

     

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

     (iii)
      all rights of the holders of Receipts evidencing such Depositary Shares (except
      the right to receive the redemption price) shall, to the extent of such
      Depositary Shares, cease and terminate and (iv) upon surrender in
      accordance with such redemption; notice of the Receipts evidencing any such
      Depositary Shares called for redemption (properly endorsed or assigned for
      transfer, if the Depositary or applicable law shall so require), such Depositary
      Shares shall be redeemed by the Depositary at a redemption price per Depositary
      Share equal to the same fraction of the redemption price per share paid with
      respect to the shares of Stock as the fraction each Depositary Share represents
      of a share of Stock plus the same fraction of all money and other property,
      if
      any, represented by such Depositary Shares, including all amounts paid by the
      Company in respect of dividends which on the Redemption Date have accumulated
      on
      the shares of Stock to be so redeemed and have not theretofore been paid. Any
      funds deposited by the Company with the Depositary for any Depositary Shares
      that the holders thereof fail to redeem will, upon the written request of the
      Company, be returned to the Company after a period of five years from the date
      such funds are so deposited.

     

    SECTION
      2.11.  Stock
      Constituting Excess Stock. 
      As
      provided in the Articles of Incorporation or Articles Supplementary, upon the
      happening of certain events, shares of Stock shall be deemed to automatically
      constitute Excess Stock. In the event of such a conversion, the Receipt
      representing the deposited Stock so converted shall no longer represent, to
      the
      extent of the shares so converted, such deposited Stock. Promptly upon its
      knowledge of the conversion of such deposited Stock into Excess Shares, the
      Company shall notify the Depositary of such conversion, the number of shares
      of
      deposited Stock so converted, and the identity of the holder of the Receipt
      so
      affected, whereupon the Depositary shall promptly notify the holder of such
      Receipt as to the foregoing information and the requirement for the holder
      to
      surrender such Receipt to the Depositary for cancellation of the number of
      Depositary Shares evidenced thereby equal to the deposited Stock constituting
      Excess Shares represented thereby.

     

    If
      fewer
      than all of the Depositary Shares evidenced by a Receipt are required to be
      surrendered for cancellation, the Depositary will deliver to the holder of
      such
      Receipt upon its surrender to the Depositary a new Receipt evidencing the
      Depositary Shares evidenced by such prior Receipt and not required to be
      surrendered for cancellation. Upon the conversion of the deposited Stock and
      cancellation of the Depositary Shares represented thereby, the Depositary will
      make appropriate adjustments in its records to reflect such conversion and
      cancellation (including the reduction of any fractional share of deposited
      Stock
      and the issuance of any Excess Shares).

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III  

     

    CERTAIN
      OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

     

    SECTION
      3.1.  Filing
      Proofs, Certificates and Other Information. 
      Any
      holder of a Receipt may be required from time to time to file such proof of
      residence, or other matters or other information, to execute such certificates
      and to make such representations and warranties as the Depositary or the Company
      may reasonably deem necessary or proper or otherwise reasonably request. Subject
      to applicable law, the Depositary or the Company may withhold the delivery,
      or
      delay the registration of transfer, redemption or exchange, of any Receipt
      or
      the withdrawal or conversion of the Stock represented by the Depositary Shares
      evidenced by any Receipt or the distribution of any dividend or other
      distribution or the sale of any rights or of the proceeds thereof until such
      proof or other information is filed or such certificates are executed or such
      representations and warranties are made.

     

    SECTION
      3.2.  Payment
      of Taxes or Other Governmental Charges. 
      Holders
      of Receipts shall be obligated to make payments to the Depositary of certain
      charges and expenses, as provided in Section 5.7 hereof. Subject to applicable
      law, registration of transfer of any Receipt or any withdrawal of Stock and
      all
      money or other property, if any, represented by the Depositary Shares evidenced
      by such Receipt may be refused until any such payment due is made, and any
      dividends, interest payments or other distributions may be withheld or any
      part
      of or all the Stock or other property represented by the Depositary Shares
      evidenced by such Receipt and not theretofore sold may be sold for the account
      of the holder thereof (after attempting by reasonable means to notify such
      holder prior to such sale), and such dividends, interest payments or other
      distributions or the proceeds of any such sale may be applied to any payment
      of
      such charges or expenses, the holder of such Receipt remaining liable for any
      deficiency.

     

    SECTION
      3.3.  Warranty
      as to Stock. 
      The
      Company hereby represents and warrants that the Stock, when issued, will be
      duly
      authorized, validly issued, fully paid and nonassessable. Such representation
      and warranty shall survive the deposit of the Stock and the issuance of
      Receipts.

     

    ARTICLE
      IV  

     

    THE
      DEPOSITED SECURITIES; NOTICES

     

    SECTION
      4.1.  Cash
      Distributions. 
      Whenever
      the Depositary shall receive any cash dividend or other cash distribution on
      Stock, the Depositary shall, subject to Sections 3.1 and 3.2 hereof, distribute
      to record holders of Receipts on the record date fixed pursuant to Section
      4.4
      hereof such amounts of such dividend or distribution as are, as nearly as
      practicable, in proportion to the respective numbers of Depositary Shares
      evidenced by the Receipts 

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

     

    held
      by
      such holders; provided, however, that, in case the Company or the Depositary
      shall be required to withhold and shall withhold from any cash dividend or
      other
      cash distribution in respect of the Stock an amount on account of taxes or
      as
      otherwise required by law, regulation or court process, the amount made
      available for distribution or distributed in respect of Depositary Shares shall
      be reduced accordingly. In the event that the calculation of any such cash
      dividend or other cash distribution to be paid to any record holder on the
      aggregate number of Depositary Receipts held by such holder results in an amount
      which is a fraction of a cent, the amount the Depositary shall distribute to
      such record holder shall be rounded to the next highest whole cent if such
      fraction of a cent is equal to or greater than $.005; otherwise such fractional
      interest shall be disregarded; and, upon request of the Depositary, the Company
      shall pay the additional amount to the Depositary for distribution.

     

    SECTION
      4.2.  Distributions
      Other than Cash, Rights, Preferences or Privileges. 
      Whenever
      the Depositary shall receive any distribution other than cash, rights,
      preferences or privileges upon Stock, the Depositary shall, subject to Sections
      3.1 and 3.2 hereof, distribute to record holders of Receipts on the record
      date
      fixed pursuant to Section 4.4 hereof such amounts of the securities or property
      received by it as are, as nearly as may be practicable, in proportion to the
      respective numbers of Depositary Shares evidenced by the Receipts held by such
      holders, in any manner that the Depositary may deem equitable and practicable
      for accomplishing such distribution. If in the opinion of the Depositary such
      distribution cannot be made proportionately among such record holders, or if
      for
      any other reason (including any requirement that the Company or the Depositary
      withhold an amount on account of taxes) the Depositary deems (after consultation
      with the Company) such distribution not to be feasible, the Depositary may,
      with
      the approval of the Company, adopt such method as it deems equitable and
      practicable for the purpose of effecting such distribution, including the sale
      (at public or private sale) of the securities or property thus received, or
      any
      part thereof, at such place or places and upon such terms as it may deem
      equitable and appropriate. The net proceeds of any such sale shall, subject
      to
      Sections 3.1 and 3.2 hereof, be distributed or made available for distribution,
      as the case may be, by the Depositary to record holders of Receipts as provided
      by Section 4.1 in the case of a distribution received in cash. 

     

    SECTION
      4.3.  Subscription
      Rights, Preferences or Privileges. 
      If
      the
      Company shall at any time offer or cause to be offered to the persons in whose
      names Stock is recorded on the books of the Company any rights, preferences
      or
      privileges to subscribe for or to purchase any securities or any rights,
      preferences or privileges of any other nature, the
      offering of such
      rights, preferences or privileges shall in each such instance be communicated
      to the Depositary and thereafter
      made
      available by the Depositary to the record holders of Receipts in such manner
      as
      the Depositary may determine, either by the issue to such record holders of
      warrants representing such rights, preferences or privileges or by such other
      method as may be approved by the Depositary in its discretion with the approval
      of the Com-

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

     

    pany;
      provided, however, that (i) if at the time of issue or offer of any such rights,
      preferences or privileges the Depositary determines that it is not lawful or
      (after consultation with the Company) not feasible to make such rights,
      preferences or privileges available to holders of Receipts by the issue of
      warrants or otherwise, or (ii) if and to the extent so instructed by holders
      of
      Receipts who do not desire to execute such rights, preferences or privileges,
      then EQI, in its discretion (with approval of the Company, in any case where
      the
      Depositary has determined that it is not feasible to make such rights,
      preferences or privileges available), may, if applicable laws or the terms
      of
      such rights, preferences or privileges permit such transfer, sell such rights,
      preferences or privileges at public or private sale, at such place or places
      and
      upon such terms as it may deem proper. The net proceeds of any such sale shall,
      subject to Sections 3.1 and 3.2 hereof, be distributed by EQI to the record
      holders of Receipts entitled thereto as provided by Section 4.1 hereof in the
      case of a distribution received in cash.

     

    If
      registration under the Securities Act of the securities to which any rights,
      preferences or privileges relate is required in order for holders of Receipts
      to
      be offered or sold the securities to which such rights, preferences or
      privileges relate, the Company will file promptly a registration statement
      pursuant to the Securities Act with respect to such rights, preferences or
      privileges and securities and use its best efforts and take all steps available
      to it to cause such registration statement to become effective sufficiently
      in
      advance of the expiration of such rights, preferences or privileges to enable
      such holders to exercise such rights, preferences or privileges. In no event
      shall the Depositary make available to the holders of Receipts any right,
      preference or privilege to subscribe for or to purchase any securities unless
      and until it has received written notice from the Company that such registration
      statement shall have become effective, or that the offering and sale of such
      securities to such holders are exempt from registration under the provisions
      of
      the Securities Act and the Company shall have provided to the Depositary an
      opinion of counsel reasonably satisfactory to the Depositary to such
      effect.

     

    If
      any
      other action under the laws of any jurisdiction or any governmental or
      administrative authorization, consent or permit is required in order for such
      rights, preferences or privileges to be made available to holders of Receipts,
      the Company will use its reasonable best efforts to take such action or obtain
      such authorization, consent or permit sufficiently in advance of the expiration
      of such rights, preferences or privileges to enable such holders to exercise
      such rights, preferences or privileges.

     

    SECTION
      4.4.  Notice
      of Dividends, etc.; Fixing Record Date for Holders of Receipts. 
      Whenever
      any cash dividend or other cash distribution shall become payable or any
      distribution other than cash shall be made, or if rights, preferences or
      privileges shall at any time be offered, with respect to Stock, or whenever
      the
      Depositary shall receive notice of any meeting at which holders of Stock are
      entitled to vote or of which holders of Stock are entitled to notice, or
      whenever the Depositary and the Company shall decide it is appropriate, the
      Depositary shall in each such instance fix a record date (which shall be the
      same date as the record date fixed by the Company with respect to or otherwise
      in accordance with the terms of the Stock) for the determination of the holders
      of Receipts who shall be entitled to receive such dividend, distribution,
      rights, preferences or privileges or the net proceeds of the sale thereof,
      or to
      give instructions for the exercise of voting rights at any such meeting, or
      who
      shall be entitled to notice of such meeting or for any other appropriate
      reasons.

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.5.  Voting
      Rights. 
      Upon
      receipt of notice of any meeting at which the holders of Stock are entitled
      to
      vote, the Depositary shall, as soon as practicable thereafter, mail to the
      record holders of Receipts a notice which shall contain (i) such information
      as
      is contained in such notice of meeting and (ii) a statement that the holders
      may, subject to any applicable restrictions, instruct the Depositary as to
      the
      exercise of the voting rights pertaining to the amount of Stock represented
      by
      their respective Depositary Shares (including an express indication that
      instructions may be given to the Depositary to give a discretionary proxy to
      a
      person designated by the Company) and a brief statement as to the manner in
      which such instructions may be given. Upon the written request of the holders
      of
      Receipts on the relevant record date, the Depositary shall use its best efforts
      to vote or cause to be voted, in accordance with the instructions set forth
      in
      such requests, the maximum number of whole shares of Stock represented by the
      Depositary Shares evidenced by all Receipts as to which any particular voting
      instructions are received. The Company hereby agrees to take all action which
      may be deemed necessary by the Depositary in order to enable the Depositary
      to
      vote such Stock or cause such Stock to be voted. In the absence of specific
      instructions from the holder of a Receipt, the Depositary will not vote to
      the
      extent of the Stock represented by the Depositary Shares evidenced by such
      Receipt.

     

    SECTION
      4.6.  Changes
      Affecting Deposited Securities and Reclassifications, Recapitalizations,
      etc. 
      Upon
      any
      change in par value or liquidation preference, split-up, combination or any
      other reclassification of the Stock, or upon any recapitalization,
      reorganization, merger or consolidation affecting the Company or to which it
      is
      a party, the Depositary may in its discretion with the approval (not to be
      unreasonably withheld) of, and shall upon the instructions of, the Company,
      and
      (in either case) in such manner as the Depositary may deem equitable, (i) make
      such adjustments in the fraction of an interest in one share of Stock
      represented by one Depositary Share as may be necessary (as certified by the
      Company) fully to reflect the effects of such change in par value or liquidation
      preference, split-up, combination or other reclassification of Stock, or of
      such
      recapitalization, reorganization, merger or consolidation and (ii) treat any
      securities which shall be received by the Depositary in exchange for or upon
      conversion of or in respect of the Stock as new deposited securities so received
      in exchange for or upon conversion or in respect of such Stock. In any such
      case, the Depositary may in its discretion, with the approval of the Company,
      execute and deliver additional Receipts or may call for the surrender of all
      outstanding Receipts to be exchanged for new Receipts specifically describing
      such new deposited securities. Anything to the contrary herein notwithstanding,
      holders of Receipts shall have the right from and after the effective date
      of
      any such change in par value or liquidation preference, split-up, combination
      or
      other reclassification of the Stock or any such recapitalization,
      reorganization, merger or consolidation to surrender such Receipts to the
      Depositary with instructions to convert, exchange or surrender the Stock
      represented thereby only into or for, as the case may be, the kind and amount
      of
      shares of stock and other securities and property and cash into which the Stock
      represented by such Receipts would have been converted or for which such Stock
      would have been exchanged or surrendered had such Receipt been surrendered
      immediately prior to the effective date of such transaction.

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.7.  Delivery
      of Reports. 
      The
      Depositary shall furnish to holders of Receipts any reports and communications
      received from the Company which are received by the Depositary as the holder
      of
      Stock.

     

    SECTION
      4.8.  List
      of Receipt Holders. 
      Promptly
      upon request from time to time by the Company, the Depositary shall furnish
      to
      it a list, as of the most recent practicable date, of the names, addresses
      and
      holdings of Depositary Shares of all record holders of Receipts. The Company
      shall be entitled to receive such list four times annually.

     

    ARTICLE
      V  

     

    THE
      DEPOSITARY, THE DEPOSITARY’S

    AGENTS,
      THE REGISTRAR AND THE COMPANY

     

    SECTION
      5.1.  Maintenance
      of Offices, Agencies and Transfer Books by the Depositary;
      Registrar. 
      Upon
      execution of this Deposit Agreement, the Depositary shall maintain at the
      Depositary’s Office facilities for the execution and delivery, registration and
      registration of transfer, surrender and exchange of Receipts, and at the offices
      of the Depositary’s Agents, if any, facilities for the delivery, registration of
      transfer, surrender and exchange of Receipts, all in accordance with the
      provisions of this Deposit Agreement, provided that, to the extent provisions
      of
      this Deposit Agreement regarding transfer or registrar functions of the
      Depositary conflict with the terms of any transfer agency agreement into which
      the Company and the Depositary may enter, the transfer agency agreement shall
      control.

     

    The
      Depositary shall keep books at the Depositary’s Office for the registration and
      registration of transfer of Receipts, which books during normal business hours
      shall be open for inspection by the record holders of Receipts; provided that
      any such holder requesting to exercise such right shall certify to the
      Depositary that such inspection shall be for a proper purpose reasonably related
      to such person’s interest as an owner of Depositary Shares evidenced by the
      Receipts.
      Books
      kept hereunder by the Depositary may be maintained in electronic
      form.

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    The
      Depositary may close such books, at any time or from time to time, when deemed
      expedient by it in connection with the performance of its duties
      hereunder.

     

    The
      Depositary may, with the approval of the Company, appoint a Registrar for
      registration of the Receipts or the Depositary Shares evidenced thereby. If
      the
      Receipts or the Depositary Shares evidenced thereby or the Stock represented
      by
      such Depositary Shares shall be listed on one or more national securities
      exchanges, the Depositary will appoint a Registrar (acceptable to the Company)
      for registration of such Receipts or Depositary Shares in accordance with any
      requirements of such exchange. Such Registrar (which may be the Depositary
      if so
      permitted by the requirements of any such exchange) may be removed and a
      substitute registrar appointed by the Depositary upon the request or with the
      approval of the Company. If the Receipts, such Depositary Shares or such Stock
      is listed on one or more other stock exchanges, the Depositary will, at the
      request and at the expense of the Company, arrange such facilities for the
      delivery, registration, registration of transfer, surrender and exchange of
      such
      Receipts, such Depositary Shares or such Stock as may be required by law or
      applicable securities exchange regulation.

     

    The
      Depositary may from time to time appoint Depositary’s Agents to act in any
      respect for the Depositary for the purposes of this Deposit Agreement and may
      at
      any time appoint additional Depositary’s Agents and vary or terminate the
      appointment of such Depositary’s Agents. The Depositary will notify the Company
      of any such action.

     

    SECTION
      5.2.  Prevention
      of or Delay in Performance by the Depositary, the Depositary’s Agents, the
      Registrar or the Company. 
      Neither
      the Depositary nor any Depositary’s Agent nor the Registrar nor the Company
      shall incur any liability to any holder of any Receipt if by reason of any
      provision of any present or future law, or regulation thereunder, of the United
      States of America or of any other governmental authority or, in the case of
      the
      Depositary, the Depositary’s Agent or the Registrar, by reason of any provision,
      present or future, of the Company’s Amended and Restated Articles of
      Incorporation or by reason of any act of God or war or other circumstance beyond
      the control of the relevant party, the Depositary, the Depositary’s Agent, the
      Registrar or the Company shall be prevented, delayed or forbidden from, or
      subjected to any penalty on account of, doing or performing any act or thing
      which the terms of this Deposit Agreement provide shall be done or performed;
      nor shall the Depositary, any Depositary’s Agent, the Registrar or the Company
      incur liability to any holder of a Receipt (i) by reason of any nonperformance
      or delay, caused as aforesaid, in the performance of any act or thing which
      the
      terms of this Deposit Agreement shall provide shall or may be done or performed,
      or (ii) by reason of any exercise of, or failure to exercise, any discretion
      provided for in this Deposit Agreement except, in the case of any such exercise
      or failure to exercise discretion not caused as aforesaid, if caused by the
      gross negligence or willful misconduct of the party charged with such exercise
      or failure to exercise.

     

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    SECTION
      5.3.  Obligation
      of the Depositary, the Depositary’s Agents, the Registrar and the
      Company.  
      Neither
      the Depositary nor any Depositary’s Agent nor the Registrar nor the Company
      assumes any obligation or shall be subject to any liability under this Deposit
      Agreement or any Receipt to holders of Receipts other than for its gross
      negligence, willful misconduct or bad faith.

     

    Neither
      the Depositary nor any Depositary’s Agent nor the Registrar nor the Company
      shall be under any obligation to appear in, prosecute or defend any action,
      suit
      or other proceeding in respect of the Stock, the Depositary Shares or the
      Receipts which in its reasonable opinion may involve it in expense or liability
      unless indemnity reasonably satisfactory to it against expense and liability
      be
      furnished as often as may be reasonably required.

     

    Neither
      the Depositary nor any Depositary’s Agent nor the Registrar nor the Company
      shall be liable for any action or any failure to act by it in reliance upon
      the
      written advice of legal counsel or accountants, or information from any person
      presenting Stock for deposit, any holder of a Receipt or any other person
      believed by it in good faith to be competent to give such information. The
      Depositary, any Depositary’s Agent, the Registrar and the Company may each rely
      and shall each be protected in acting upon any written notice, request,
      direction or other document reasonably believed by it to be genuine and to
      have
      been signed or presented by the proper party or parties.

     

    The
      Depositary shall not be responsible for any failure to carry out any instruction
      to vote any of the shares of Stock or for the manner or effect of any such
      vote
      made, as long as any such action or inaction is in good faith. The Depositary
      will indemnify the Company and hold it harmless from any loss, liability or
      expense (including the reasonable costs and expenses of defending itself) which
      arises from its negligence, wilful misconduct or bad faith. The Depositary
      undertakes and any Registrar shall be required to undertake only such duties
      as
      specifically set forth herein and no implied covenants or obligations shall
      be
      read into this Deposit Agreement against the Depositary or Registrar. In no
      event shall the Depositary’s aggregate liability during the term of this Deposit
      Agreement with respect to, arising from, or arising in connection with this
      Deposit Agreement, or from all services provided or omitted to be provided
      under
      this Deposit Agreement, whether in contract, or in tort, or otherwise, exceed
      an
      amount equal to three (3) times the amounts paid by the Company to Depositary
      as
      fees and charges, but not including reimbursable expenses. The indemnification
      obligations of the Depositary set forth in this Section 5.3 hereof shall
      survive any termination of this Deposit Agreement and any succession of any
      Depositary. 

     

    The
      Depositary, its parent, affiliates or subsidiaries, the Depositary’s Agents and
      the Registrar may own, buy, sell and deal in any class of securities of the
      Company and its affiliates and in Receipts or Depositary Shares or become
      pecuniarily interested in any transaction in which the Company or its affiliates
      may be interested or contract with or lend money to any such person or otherwise
      act as fully or as freely as if it were not the Depositary, parent, affiliate
      or
      subsidiary or Depositary’s Agent or Registrar hereunder. The Depositary may also
      act as trustee, transfer agent or registrar of any of the securities of the
      Company and its affiliates.

     

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    It
      is
      intended that neither the Depositary nor any Depositary’s Agent nor the
      Registrar, acting as the Depositary’s Agent or Registrar, as the case may be,
      shall be deemed to be an “issuer” of the securities under the federal securities
      laws or applicable state securities laws, it being expressly understood and
      agreed that the Depositary, any Depositary’s Agent and the Registrar are acting
      only in a ministerial capacity as Depositary or Registrar for the
      Stock.

     

    Neither
      the Depositary (or its officers, directors, employees or agents) nor any
      Depositary’s Agent nor the Registrar makes any representation or has any
      responsibility as to the validity of the registration statement pursuant to
      which the Depositary Shares are registered under the Securities Act, the Stock,
      the Depositary Shares or the Receipts (except for its counter-signatures
      thereon) or any instruments referred to therein or herein, or as to the
      correctness of any statement made therein or herein.

     

    The
      Depositary assumes no responsibility for the correctness of the description
      that
      appears in the Receipts. Notwithstanding any other provision herein or in the
      Receipts, the Depositary makes no warranties or representations as to the
      validity or genuineness of any Stock at any time deposited with the Depositary
      hereunder or of the Depositary Shares, as to the validity or sufficiency of
      this
      Deposit Agreement, as to the value of the Depositary Shares or as to any right,
      title or interest of the record holders of Receipts in and to the Depositary
      Shares. The Depositary shall not be accountable for the use or application
      by
      the Company of the Depositary Shares or the Receipts or the proceeds
      thereof.

     

    The
      Depositary shall not be liable for any incidental, indirect, special or
      consequential damages of any nature whatsoever, including, but not limited
      to,
      loss of anticipated profits, occasioned by breach of any provisions of this
      Agreement even if apprised of the possibility of such damages.

     

    SECTION
      5.4.  Resignation
      and Removal of the Depositary; Appointment of Successor
      Depositary. 
      The
      Depositary may at any time resign as Depositary hereunder by delivering notice
      of its election to do so to the Company, such resignation to take effect upon
      the appointment of a successor Depositary and its acceptance of such appointment
      as hereinafter provided.

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    The
      Depositary may at any time be removed by the Company by notice of such removal
      delivered to the Depositary, such removal to take effect upon the appointment
      of
      a successor Depositary and its acceptance of such appointment as hereinafter
      provided.

     

    In
      case
      at any time the Depositary acting hereunder shall resign or be removed, the
      Company shall, within 60 days after the delivery of the notice of resignation
      or
      removal, as the case may be, appoint a successor Depositary, which shall be
      a
      bank or trust company having its principal office in the United States of
      America and having a combined capital and surplus of at least $150,000,000.
      If
      no successor Depositary shall have been so appointed and have accepted
      appointment within 60 days after delivery of such notice, the resigning or
      removed Depositary may petition any court of competent jurisdiction for the
      appointment of a successor Depositary. Every successor Depositary shall execute
      and deliver to its predecessor and to the Company an instrument in writing
      accepting its appointment hereunder, and thereupon such successor Depositary,
      without any further act or deed, shall become fully vested with all the rights,
      powers, duties and obligations of its predecessor and for all purposes shall
      be
      the Depositary under this Deposit Agreement, and such predecessor, upon payment
      of all sums due it and on the written request of the Company, shall execute
      and
      deliver an instrument transferring to such successor all rights and powers
      of
      such predecessor hereunder, shall duly assign, transfer and deliver all right,
      title and interest in the Stock and any moneys or property held hereunder to
      such successor, and shall deliver to such successor a list of the record holders
      of all outstanding Receipts and such records, books and other information in
      its
      possession relating thereto. Any successor Depositary shall promptly mail notice
      of its appointment to the record holders of Receipts.

     

    Any
      corporation into or with which the Depositary may be merged, consolidated or
      converted shall be the successor of such Depositary without the execution or
      filing of any document or any further act, and notice thereof shall not be
      required hereunder. Such successor Depositary may authenticate the Receipts
      in
      the name of the predecessor Depositary or in the name of the successor
      Depositary.

     

    SECTION
      5.5.  Corporate
      Notices and Reports. 
      The
      Company agrees that it will deliver to the Depositary, and the Depositary will,
      promptly after receipt thereof, transmit to the record holders of Receipts,
      in
      each case at the addresses recorded in the Depositary’s books, copies of all
      notices and reports (including without limitation financial statements) required
      by law or by the rules of any national securities exchange upon which the Stock,
      the Depositary Shares or the Receipts are listed, to be furnished to the record
      holders of Receipts. Such transmission will be at the Company’s expense and the
      Company will provide the Depositary with such number of copies of such documents
      as the Depositary may reasonably request.

     

    SECTION
      5.6.  Indemnification
      by the Company. 
      The
      Company shall indemnify the Depositary, any Depositary’s Agent and the Registrar
      against, and hold each of them harmless from, any loss, liability or expense
      (including the reasonable costs and expenses of defending itself) which may
      arise out of acts performed or omitted in connection with this Deposit Agreement
      and the Receipts by the Depositary, any Registrar or any of their respective
      agents (including any Depositary’s Agent), except for any liability arising out
      of negligence, willful misconduct or bad faith on the respective parts of any
      such person or persons, subject to the provisions of Section 5.3, above. The
      obligations of the Company set forth in this Section 5.6 hereof shall survive
      any termination of this Deposit Agreement or any succession of any Depositary
      or
      Depositary’s Agent.

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    SECTION
      5.7.  Charges
      and Expenses. 
      The
      Company shall pay all transfer and other taxes and governmental charges arising
      solely from the existence of the depositary arrangements. The Company shall
      pay
      charges of the Depositary in connection with the initial deposit of the Stock
      and the initial issuance of the Depositary Shares, all withdrawals of shares
      of
      the Stock by owners of Depositary Shares, and any redemption of the Stock at
      the
      option of the Company. All other transfer and other taxes and governmental
      charges shall be at the expense of holders of Depositary Shares. If, at the
      request of a holder of Receipts, the Depositary incurs charges or expenses
      for
      which it is not otherwise liable hereunder, such holder will be liable for
      such
      charges and expenses. All other charges and expenses of the Depositary and
      any
      Depositary’s Agent hereunder (including, in each case, reasonable fees and
      expenses of counsel) incident to the performance of their respective obligations
      hereunder will be paid upon consultation and agreement between the Depositary
      and the Company as to the amount and nature of such charges and expenses. The
      Depositary shall present its statement for charges and expenses to the Company
      at such intervals as the Company and the Depositary may agree.

     

    SECTION
      5.8.  Tax
      Compliance. 
      EQI
      and,
      where applicable, the Depositary, on its own behalf and on behalf of the
      Company, will comply with all applicable certification, information reporting
      and withholding (including “backup” withholding) requirements imposed by
      applicable tax laws, regulations or administrative practice with respect to
      (i)
      any payments made with respect to the Depositary Shares or (ii) the issuance,
      delivery, holding, transfer, redemption or exercise of rights under the
      Depositary Receipts or the Depositary Shares. Such compliance shall include,
      without limitation, the preparation and timely filing of required returns and
      the timely payment of all amounts required to be withheld to the appropriate
      taxing authority or its designated agent.

     

    The
      Depositary shall comply with any direction received from the Company with
      respect to the application of such requirements to particular payments or
      holders or in other particular circumstances, and may for purposes of this
      Deposit Agreement rely on any such direction in accordance with the provisions
      of Section 5.3 hereof.

     

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    The
      Depositary shall maintain all appropriate records documenting compliance with
      such requirements, and shall make such records available on request to the
      Company or to its authorized representatives.

     

    ARTICLE
      VI  

    AMENDMENT
      AND TERMINATION

     

    SECTION
      6.1.  Amendment. 
      The
      form
      of the Receipts and any provisions of this Deposit Agreement may at any time
      and
      from time to time be amended by agreement between the Company and the Depositary
      in any respect which they may deem necessary or desirable; provided, however,
      that no such amendment (other than any change in the fees) which shall
      materially adversely alter the rights of the holders of Receipts shall be
      effective unless such amendment shall have been approved by the holders of
      at
      least a majority of the Depositary Shares then outstanding. Every holder of
      an
      outstanding Receipt at the time any such amendment becomes effective shall
      be
      deemed, by continuing to hold such Receipt, to be bound by the Deposit Agreement
      as amended thereby. Subject to Section 2.9 hereof, notwithstanding the
      foregoing, in no event may any amendment impair the right of any holder of
      any
      Depositary Shares, upon surrender of the Receipts evidencing such Depositary
      Shares and subject to any conditions specified in this Deposit Agreement, to
      receive shares of Stock and any money or other property, if any, represented
      thereby, except in order to comply with mandatory provisions of applicable
      law.

     

    SECTION
      6.2.  Termination. 
      This
      Deposit Agreement may be terminated by the Company, with the consent of holders
      of a majority of the Depositary Shares (such consent not to be unreasonably
      withheld, delayed or conditioned), at any time upon not less than 30 days’ prior
      written notice to the Depositary, in which case, on a date that is not later
      than 30 days after the date of such notice, the Depositary shall deliver or
      make
      available for delivery to holders of Depositary Shares, upon surrender of the
      Receipts evidencing such Depositary Shares, such number of whole or fractional
      shares of Stock as are represented by such Depositary Shares. This Deposit
      Agreement will automatically terminate after (i) all outstanding Depositary
      Shares have been redeemed pursuant to Section 2.8 hereof or (ii) there
      shall have been made a final distribution in respect of the Stock in connection
      with any liquidation, dissolution or winding up of the Company and such
      distribution shall have been distributed to the holders of Depositary Receipts
      pursuant to Section 4.1 or 4.2 hereof, as applicable.

     

    Upon
      the
      termination of this Deposit Agreement, the Company shall be discharged from
      all
      obligations under this Deposit Agreement except for its obligations to the
      Depositary, the Registrar and any Depositary’s Agent under Sections 5.6 and 5.7
      hereof.

     

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII

    MISCELLANEOUS

     

    SECTION
      7.1.  Counterparts. 
      This
      Deposit Agreement may be executed in any number of counterparts, and by each
      of
      the parties hereto on separate counterparts, each of which counterparts, when
      so
      executed and delivered, shall be deemed an original, but all such counterparts
      taken together shall constitute one and the same instrument.

     

    SECTION
      7.2.  Exclusive
      Benefit of Parties. 
      This
      Deposit Agreement is for the exclusive benefit of the parties hereto, and their
      respective successors hereunder, and shall not be deemed to give any legal
      or
      equitable right, remedy or claim to any other person whatsoever.

     

    SECTION
      7.3.  Invalidity
      of Provisions. 
      In
      case
      any one or more of the provisions contained in this Deposit Agreement or in
      the
      Receipts should be or become invalid, illegal or unenforceable in any respect,
      the validity, legality and enforceability of the remaining provisions contained
      herein or therein shall in no way be affected, prejudiced or disturbed
      thereby.

     

    SECTION
      7.4.  Notices. 
      Any
      and
      all notices to be given to the Company hereunder or under the Receipts shall
      be
      in writing and shall be deemed to have been duly given if personally delivered
      or sent by mail, or by telegram or facsimile transmission confirmed by letter,
      addressed to the Company at:

     

    First
      Industrial Realty Trust, Inc.

    311
      S.
      Wacker Drive, Suite 4000

    Chicago,
      Illinois 60606

    Attn:
      John Clayton, Esq.

    Facsimile
      No.: (312) 922-6320

     

    or
      at any
      other address of which the Company shall have notified the Depositary in
      writing.

     

    Any
      and
      all notices to be given to the Depositary hereunder or under the Receipts shall
      be in writing and shall be deemed to have been duly given if personally
      delivered or sent by mail or by telegram or facsimile transmission confirmed
      by
      letter, addressed to the Depositary at the Depositary’s Office, at:

     

    EquiServe
      Trust Company, N.A.

    c/o
      EquiServe Inc.

    150
      Royall Street

    Canton,
      Massachusetts 02021

     

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    Attn:
      General Counsel

    Facsimile
      No.: 781-575-4210

     

    or
      at any
      other address of which the Depositary shall have notified the Company in
      writing.

     

    Any
      and
      all notices to be given to any record holder of a Receipt hereunder or under
      the
      Receipts shall be in writing and shall be deemed to have been duly given if
      personally delivered or sent by mail, or by telegram or facsimile transmission
      confirmed by letter, addressed to such record holder at the address of such
      record holder as it appears on the books of the Depositary, or if such holder
      shall have filed with the Depositary a written request that notices intended
      for
      such holder be mailed to some other address, at the address designated in such
      request.

     

    Delivery
      of a notice sent by mail or by telegram or facsimile transmission shall be
      deemed to be effected at the time when a duly addressed letter containing the
      same (or a confirmation thereof in the case of a telegram or facsimile
      transmission) is deposited for mailing by first class mail, postage prepaid.
      The
      Depositary or the Company may, however, act upon any telegram or facsimile
      transmission received by it from the other or from any holder of a Receipt,
      notwithstanding that such telegram or facsimile transmission shall not
      subsequently be confirmed by letter or as aforesaid.

     

    SECTION
      7.5.  Appointment
      of Registrar. 
      The
      Company hereby also appoints the Depositary as Registrar in respect of the
      Receipts and the Depositary hereby accepts such appointments.

     

    SECTION
      7.6.  Holders
      of Receipts Are Parties. 
      The
      holders of Receipts from time to time shall be parties to this Deposit Agreement
      and shall be bound by all of the terms and conditions hereof and of the Receipts
      by acceptance of delivery thereof.

     

    SECTION
      7.7.  Governing
      Law. 
      THIS
      DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL RIGHTS HEREUNDER AND THEREUNDER
      AND
      PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH, THE LAWS APPLICABLE TO CONTRACTS MADE IN AND TO BE PERFORMED IN THE STATE
      OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
      THEREOF.

     

    SECTION
      7.8.  Inspection
      of Deposit Agreement. 
      Copies
      of
      this Deposit Agreement shall be filed with the Depositary and the Depositary’s
      Agent and shall be open to inspection during business hours at the Depositary’s
      office or respective offices of the Depositary’s Agent, if any, by any holder of
      a Receipt.

     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    SECTION
      7.9.  Headings. 
      The
      headings of articles and sections in this Deposit Agreement have been inserted
      for convenience only and are not to be regarded as a part of this Deposit
      Agreement or the Receipts or to have any bearing upon the meaning or
      interpretation of any provision contained herein or in the
      Receipts.

     

    [Signature
      Page Follows]

     

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    IN WITNESS
      WHEREOF, the Company and the Depositary have duly executed this Agreement as
      of
      the day and year first above set forth, and all holders of Receipts shall become
      parties hereto by and upon acceptance by them of delivery of Receipts issued
      in
      accordance with the terms hereof.

    
       

    

    FIRST
      INDUSTRIAL REALTY TRUST, INC.

     

    /s/
      John H. Clayton 

    Name:
       John
      H.
      Clayton

    Title:
       Vice
      President—Corp. Legal 

     

     

    EQUISERVE,
      INC. 

     

    /s/
      Thomas F. Lindeman 

    Name:
       Thomas
      F.
      Lindeman

    Title:
       Sr.
      Mng.
      Dir.

     

     

    EQUISERVE
      TRUST COMPANY, N.A. 

     

    /s/
      John J. Ruocco 

    Name:
      John. H. Ruocco

    Title:
       Senior
      Account Manager

     

     

    


     

    


     


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    



    Exhibit
      A

     

    [FORM
      OF
      FACE OF RECEIPT]

     

    NUMBER                                                                                                                                                             
       SHARES

    DR-                                                                                                                                                               
 (CUSIP
      _____________)

                                                                                                                                                                    
      see reverse for certain definitions

    THIS
      CERTIFICATE IS TRANSFERABLE 

    IN
      NEW
      YORK, NY

     

    [Logo]

     

    RECEIPT
      FOR DEPOSITARY SHARES,

     

    EACH
      REPRESENTING 1/10,000 OF A SHARE OF

     

    SERIES
      I
      FLEXIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK

     

    


     

    FIRST
      INDUSTRIAL REALTY TRUST, INC.

     

    (INCORPORATED
      UNDER THE LAWS OF THE STATE OF MARYLAND)

     

    EquiServe
      Trust Company, N.A., a national banking association duly organized and existing
      under the laws of the United States of America, and
      EquiServe, Inc., a Delaware corporation,
      with an
      office at the time of execution of the Deposit Agreement (as defined below)
      at
      150 Royall Street, Canton, Massachusetts 02021, as Depositary (the
“Depositary”), hereby certifies that _____________is a registered owner of
      ___________________ DEPOSITARY SHARES (“Depositary Shares”), each Depositary
      Share representing 1/10,000 of one fully paid and non-assessable share of Series
      I Flexible Cumulative Redeemable Preferred Stock, $.01 par value per share
      (the
“Shares”), of First Industrial Realty Trust, Inc., a Maryland corporation (the
“Company”), on deposit with the Depositary, subject to the terms and entitled to
      the benefits of the Deposit Agreement dated as of November 8, 2005 (the “Deposit
      Agreement”), among the Company, the Depositary and the holders from time to time
      of Receipts for Depositary Shares. By accepting this Receipt, the holder hereof
      becomes a party to and agrees to be bound by all the terms and conditions of
      the
      Deposit Agreement. This Receipt shall not be valid or obligatory for any purpose
      or be entitled to any benefits under the Deposit Agreement unless it shall
      have
      been executed by the Depositary by the manual or facsimile signature of a duly
      authorized officer or, if a Registrar in respect of the Receipts (other than
      the
      Depositary) shall have been appointed, by the manual signature of a duly
      authorized officer of such Registrar.

     

    Dated:

    Countersigned
      and Registered:

    EQUISERVE
      TRUST COMPANY, N.A.

     

    Depositary
      and Registrar

     

    By:
      ____________________________________

     

     

    By:
      ___________________________________

    SECRETARY

     

    By:
      ___________________________________

    PRESIDENT

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      REVERSE OF RECEIPT]

     

    FIRST
      INDUSTRIAL REALTY TRUST, INC.

     

    THE
      SHARES OF STOCK REPRESENTED BY THIS DEPOSITARY RECEIPT ARE SUBJECT TO
      RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS
      QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE
      CODE
      OF 1986, AS AMENDED. NO PERSON MAY BENEFICIALLY OWN SHARES OF STOCK IN EXCESS
      OF
      9.9% (OR SUCH GREATER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS
      OF THE CORPORATION) OF THE OUTSTANDING STOCK OF THE CORPORATION. ANY PERSON
      WHO
      ATTEMPTS TO BENEFICIALLY OWN SHARES OF STOCK IN EXCESS OF THE ABOVE LIMITATION
      MUST IMMEDIATELY NOTIFY THE CORPORATION. ALL CAPITALIZED TERMS IN THIS LEGEND
      HAVE THE MEANINGS DEFINED IN THE CORPORATION’S ARTICLES OF INCORPORATION, A COPY
      OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE
      TO
      EACH STOCKHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED,
      THE SHARES OF STOCK REPRESENTED HEREBY MAY BE AUTOMATICALLY EXCHANGED FOR SHARES
      OF EXCESS STOCK WHICH WILL BE HELD IN TRUST BY THE CORPORATION.

     

    THE
      CORPORATION WILL FURNISH TO ANY STOCKHOLDER ON REQUEST AND WITHOUT CHARGE A
      FULL
      STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSIONS AND OTHER RIGHTS,
      VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND
      TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE
      CORPORATION IS AUTHORIZED TO ISSUE AND, WITH RESPECT TO ANY PREFERRED OR SPECIAL
      CLASS IN A SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES
      BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE
      AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES
      OF SUBSEQUENT SERIES.

     

    The
      following abbreviations, when used in the inscription on the face of this
      Depositary Receipt, shall be construed as though they were written out in full
      according to applicable laws or regulations:

     

    
      	
              TEN
                COM —

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -. . . Custodian . . . . 

            
	
              TEN
                ENT —

            	
              tenants
                by the entireties

            	
              (Cust)

            
	
              JT
                TEN —

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	
              Minor
                under Uniform Gifts to Minors Act . . . . . 

              (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    For
      Value
      Received, _____________________ hereby sells, assigns and transfers
      unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

    


    


    PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
      ASSIGNEE

     

    Depositary
      Shares represented by the within Depositary Receipt, and do hereby irrevocably
      constitute and appoint ________________ Attorney to transfer the said Depositary
      Shares on the books of the within named Depositary with full power of
      substitution in the premises.

     

    Dated                                 Signed

     

    NOTICE:
      THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
      THE FACE OF THIS DEPOSITARY RECEIPT IN EVERY PARTICULAR, WITHOUT ALTERATION
      OR
      ENLARGEMENT OR ANY CHANGE WHATEVER.

     

    SIGNATURE(S)
      GUARANTEED

     

    By:
      ___________________

     

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
      AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
      PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.