Purchase Agreement


    Up
      to 10,000,000 Shares


     

    FIRST
      INDUSTRIAL REALTY TRUST, INC.

    


     

    Series
      I Depositary Shares


     

    PURCHASE
      AGREEMENT

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    November
      8, 2005

    Wachovia
      Investment Holdings, LLC

    301
      South
      College Street, DC-7

    One
      Wachovia Center

    Charlotte,
      North Carolina 28288

    


    Ladies
      and Gentlemen:

    


    First
      Industrial Realty Trust, Inc., a Maryland corporation (the “Company”),
      proposes to issue and sell to Wachovia Investment Holdings, LLC, a Delaware
      limited liability company (the “Initial
      Purchaser”),
      up to
      10,000,000 Series I Depositary Shares, liquidation preference $25.00 per share
      (the “Shares”
      or the
“Series
      I Depositary Shares”).
      Subject to the terms and conditions, representations and warranties set forth
      in
      this Purchase Agreement (this “Agreement”),
      Wachovia Investment Holdings, LLC has agreed to act as the Initial Purchaser
      in
      connection with the potential offering and sale of the Shares (as defined in
      Section
      1(a)).

     

    As
      provided in Section
      7
      of this
      Agreement, if the Company has not issued an irrevocable notice of redemption
      of
      the Shares by April 10, 2006, the Company shall be obligated to deliver to
      the
      Initial Purchaser by May 8, 2006, copies of an Offering Memorandum (the
“Offering
      Memorandum”)
      describing the Company and the terms of an offering of the Shares. The Offering
      Memorandum shall be for the use of the Initial Purchaser in connection with
      its
      solicitation of offers to purchase the Shares, including purchases made pursuant
      to Rule 144A (“Rule
      144A”)
      under
      the Securities Act of 1933, as amended (the “Securities
      Act,”
      which
      term, as used in this Agreement, includes the rules and regulations of the
      Securities and Exchange Commission (the “Commission”)
      promulgated thereunder). As used in this Agreement, the term “Offering
      Memorandum” shall mean, with respect to any date or time referred to in this
      Agreement, any such Offering Memorandum, as amended or supplemented through
      such
      date and the Incorporated Documents (as defined in Section
      2(B)(f))
      in the
      then-most-recent form delivered by the Company to the Initial Purchaser in
      connection with its solicitation of offers to purchase the Shares. Further,
      any
      reference to the Offering Memorandum shall be deemed to refer to and include
      any
      Additional Issuer Information (defined in Section
      7(A)(a))
      furnished by the Company prior to the completion of the Initial Purchaser’s
      placement of the Shares to the Subsequent Purchasers (as defined
      below).

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    As
      provided in Section
      7(A)
      of this
      Agreement, the Company might become obligated to file with the Commission not
      later than July 6, 2006, and have declared effective not later than August
      7,
      2006, a registration statement (the “Resale
      Shelf Registration Statement”)
      registering the resale of the Shares under the Securities Act by the holders,
      and the holders of the Shares might become entitled to the benefits of a related
      registration rights agreement (the “Registration
      Rights Agreement”)
      to be
      negotiated between the Company and the Initial Purchaser.

     

    All
      references in this Agreement to financial statements and schedules and other
      information which is “contained,”“included” or “stated” in the Offering
      Memorandum (or other references of like import) shall be deemed also to refer
      to
      and include all such financial statements and schedules and other information
      which are incorporated by reference in the Offering Memorandum; and all
      references in this Agreement to amendments or supplements to the Offering
      Memorandum shall be deemed to mean and include the filing of any document under
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act,”
      which
      term, as used in this Agreement, includes the rules and regulations of the
      Commission promulgated thereunder), which is incorporated by reference in the
      Offering Memorandum.

     

    The
      Shares are being offered and sold to the Initial Purchaser without being
      registered with the Commission under the Securities Act, in reliance upon the
      Section 4(2) private placement exemption therefrom. The Company understands
      that, at any time on or after April 10, 2006, the Initial Purchaser might,
      but
      is under no obligation to, make an offering of the Shares on the terms and
      in
      the manner set forth in this Agreement and agrees that from and after such
      date
      the Initial Purchaser may resell, subject to the conditions set forth in this
      Agreement, all or a portion of the Shares to purchasers as described in this
      Agreement (the “Subsequent
      Purchasers”).
      In
      that case, the Shares may be offered and sold to the Subsequent Purchasers
      without being registered with the Commission under the Securities Act in
      reliance upon exemptions therefrom, including sales to “qualified institutional
      buyers” under Rule 144A, or in transactions not subject thereto.

     

    The
      Company hereby confirms its agreement with the Initial Purchaser as
      follows:

     

    Section
      1. Purchase,
      Sale and Delivery of the Shares.

     

    (a) Purchase
      and Sale.
      On the
      basis of the representations, warranties and agreements contained in this
      Agreement, and upon the terms but subject to the conditions set forth in this
      Agreement, the Initial Purchaser shall purchase from the Company, and the
      Company shall sell to the Initial Purchaser, 6,000,000 Series I Depositary
      Shares (the “Initial
      Shares”)
      each
      representing 1/10,000 of a share of Series I Flexible Cumulative Redeemable
      Preferred Stock of the Company (the “Series
      I Preferred Stock”)
      pursuant to a Deposit Agreement in form and substance satisfactory to the
      Initial Purchaser (the “Deposit
      Agreement”)
      on the
      Initial Closing Date (as defined in Section
      1(c)(i))
      of
      this Agreement, for the consideration specified in Section
      1(b)
      and the
      Company shall have the option , but not the obligation, and the Initial
      Purchaser shall purchase (if such option is exercised) up to an additional
      4,000,000 Series I Depositary Shares (the “Optional
      Shares”)
      each
      representing 1/10,000 of a share of Series I Preferred Stock pursuant to the
      Deposit Agreement on the Subsequent Closing Date (as defined in Section
      1(c)(ii))
      of
      the Agreement, for the consideration specified in Section
      1(b).
      The
      Company shall provide the Initial Purchaser with written notice of its intent
      to
      exercise its option to sell the Optional Shares no later than two days prior
      to
      the Subsequent Closing Date, and such notice shall include the number of Series
      I Depositary Shares to be sold as Optional Shares. The Company’s option to sell
      the Optional Shares pursuant to this Section 1(a) shall expire on November
      18,
      2005. On or before the Initial Closing (as defined in Section
      1(b)),
      the
      Company shall file with the State Department of Assessments and Taxation of
      Maryland Articles Supplementary in the form attached hereto as Exhibit
      A
      (except
      for any changes proposed by the Company as are approved by the Initial Purchaser
      in its sole and absolute discretion) (the “Articles
      Supplementary”).

     

     

    
      
        
        

      

      
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    (b) Payment
      of Purchase Price and Delivery of Shares.
      The
      purchase and sale of the Initial Shares contemplated by this Agreement shall
      take place as set forth in Section 1(b)(i),
      and, if
      the Company exercises its option to sell the Optional Shares, then the purchase
      and sale of the Optional Shares contemplated by this Agreement shall take place
      as set forth in Section 1(b)(ii).

     

    (i) At
      the
      closing (the “Initial
      Closing”)
      on the
      Initial Closing Date (as defined below), in addition to the other deliveries
      required by this Agreement, (x) the Initial Purchaser shall pay to the Company,
      by wire transfer of immediately available funds, $150,000,000.00 (the
“Initial
      Purchase Price”),
      and
      (ii) the Company shall deposit with EquiServe Trust Company, N.A., as depositary
      (the “Depositary”),
      a
      certificate representing 600 shares of Series I Preferred Stock and shall
      deliver to the Initial Purchaser Series I Depositary Receipts (the “Initial
      Depositary Receipts”)
      evidencing 6,000,000 Shares, registered in the name of Wachovia Investment
      Holdings, LLC or such other name(s) as the Initial Purchaser shall have
      specified no less than two business days prior to the Initial
      Closing.

     

    (ii) If
      the
      Company exercises its option to sell the Optional Shares, at the closing (the
      “Subsequent
      Closing”)
      on the
      Subsequent Closing Date (as defined below), in addition to the other deliveries
      required by this Agreement, (x) the Initial Purchaser shall pay to the Company,
      by wire transfer of immediately available funds, an amount equal to the product
      of (x) $25.00 times (y) the number of Optional Shares to be sold by the Company
      (the “Subsequent
      Purchase Price”),
      and
      (ii) the Company shall deposit with the Depositary, a certificate representing
      up to 400 shares of Series I Preferred Stock and shall deliver to the Initial
      Purchaser Series I Depositary Receipts (the “Subsequent
      Depositary Receipts”)
      evidencing the Optional Shares, registered in the name of Wachovia Investment
      Holdings, LLC or such other name(s) as the Initial Purchaser shall have
      specified no less than two business days prior to the Subsequent
      Closing.

     

    Each
      of
      the Initial Closing and the Subsequent Closing shall be referred to herein
      as a
“Closing.”
      The
      Initial Purchase Price and the Subsequent Purchase Price shall be referred
      to
      collectively herein as the “Purchase
      Price.”
      The
      Initial Depositary Receipts and the Subsequent Depositary Receipts shall be
      referred to collectively herein as the “Depositary
      Receipts.”

     

     

    
      
        
        

      

      
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    (c) Closing
      Date.

     

    (i) The
      Initial Closing shall take place at the offices of Cahill Gordon & Reindel
llp,
      New
      York, New York, on November 8, 2005 at 10:00 a.m. New York time (the
“Initial
      Closing Date”).

     

    (ii) The
      Subsequent Closing shall take place at the offices of Cahill Gordon &
      Reindel llp,
      New
      York, New York, on November 18, 2005 at 10:00 a.m. New York time (the
      “Subsequent
      Closing Date”).
      

     

    The
      Initial Closing Date and the Subsequent Closing Date shall be referred to
      collectively herein as the “Closing
      Date.”

     

    (d) Fee.

     

    (i) At
      the
      Initial Closing, the Company shall pay the Initial Purchaser by wire transfer
      of
      immediately available funds a fee equal to $4,725,000.00, which fee shall be
      paid other than from the proceeds of the sale of the Shares.

     

    (ii) If
      the
      Company exercises its option to sell the Optional Shares, at the Subsequent
      Closing, the Company shall pay the Initial Purchaser by wire transfer of
      immediately available funds a fee equal to 3.15% of the Subsequent Purchase
      Price, which fee shall be paid other than from the proceeds of the sale of
      the
      Shares.

     

     

    
      
        
        

      

      
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    (e) Restriction
      on Transfer of Shares.

     

    (i) Basic
      Restriction.
      Until
      May 8, 2006, the Initial Purchaser shall not transfer any of the Shares without
      the prior written approval of the Company, which approval may be withheld in
      the
      Company’s sole and absolute discretion. Thereafter, the Initial Purchaser may
      transfer any or all of the Shares without any approval from the Company, subject
      to the requirements of Rule 144A and any other applicable securities
      laws.

     

    (ii) REIT-Related
      Transfer Restrictions.
      The
      Initial Purchaser acknowledges that Article IX of the Company’s Articles of
      Incorporation (the “Articles”)
      prohibits certain transfers of Shares in order to preserve the Company’s status
      as a real estate investment trust (“REIT”)
      under
      the Internal Revenue Code of 1986, as amended (the “Code”),
      and
      that the Company intends to disclose such transfer restrictions in the Offering
      Memorandum.

     

    Section
      2. Representations
      and Warranties.

     

    (A) Representations
      and Warranties of the Initial Purchaser. The Initial Purchaser represents and
      warrants to and agrees with the Company as of the date hereof and as of each
      Closing Date as follows:

     

    (a) Organization
      of the Initial Purchaser.
      The
      Initial Purchaser has been incorporated and is validly existing as a limited
      liability company in good standing under the laws of Delaware.

     

    (b) Authorization
      of Transaction.
      The
      Initial Purchaser has, and at each Closing Date will have, full corporate power
      to execute and deliver this Agreement and to perform its obligations hereunder.
      This Agreement constitutes the valid and legally binding obligation of the
      Initial Purchaser, enforceable in accordance with its terms and conditions,
      subject to (i) the effect of bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium or other similar laws now or hereafter in effect
      relating to or affecting the rights and remedies of creditors and (ii) the
      effect of general principles of equity, whether enforcement is considered in
      a
      proceeding in equity or at law, and the discretion of the court before which
      any
      proceeding therefor may be brought. The Initial Purchaser need not give any
      notice to, make any filing with, or obtain any authorization, consent, or
      approval of any government or governmental agency in order to consummate the
      transactions contemplated by this Agreement, except for such as have been
      obtained and except for such as would not materially impede the transactions
      contemplated by this Agreement.

     

    (c) Noncontravention.
      Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any government, governmental agency, or court to which the
      Initial Purchaser is subject or any provision of its organizational documents,
      except for such violations as would not materially impede the transactions
      contemplated by this Agreement.

     

    (d) Disclosure
      of Information.
      The
      Initial Purchaser represents that it and its representatives have (i) had an
      opportunity to ask questions and receive answers from the Company regarding
      the
      terms and conditions of the sale of the Shares and the business, properties,
      prospects and financial condition of the Company and (ii) received copies of
      the
      SEC Filings (as defined in Section
      2(B)(d)).

     

    (e) Investment
      Experience.
      The
      Initial Purchaser has substantial experience as a purchaser of shares of
      companies similar to the Company and acknowledges that it is able to fend for
      itself, can bear the economic risk of its investment and could afford a complete
      loss of such investment, and has such knowledge and experience in financial
      or
      business matters that it is capable of evaluating the merits and risks of the
      investment in the Shares. The Initial Purchaser acknowledges that in purchasing
      the Shares it must be prepared to continue to bear the economic risk of such
      investment for an indefinite period of time because (i) the Shares have not
      been
      registered under the Securities Act and cannot be sold unless they are
      subsequently registered under the Securities Act and applicable state securities
      laws, or unless exemptions from such registrations are available, and (ii)
      the
      Shares are subject to the restrictions on transfer set forth in Section
      1(e)
      above
      and in Article IX of the Articles.

     

     

    
      
        
        

      

      
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    (f) Initial
      Purchaser as Qualified Institutional Buyer.
      The
      Initial Purchaser represents and warrants to the Company that it is a “qualified
      institutional buyer” within the meaning of Rule 144A under the Securities Act (a
“Qualified
      Institutional Buyer”)
      and an
“accredited investor” within the meaning of Rule 501(a) under the Securities Act
      (an “Accredited
      Investor”).

     

    (g) Restricted
      Shares.
      The
      Initial Purchaser understands that the Shares are characterized as “restricted
      shares” under the federal securities laws inasmuch as they are being acquired
      from the Company in a transaction not involving a public offering and that
      under
      such laws and applicable regulations such shares may be resold without
      registration under the Securities Act only in certain limited
      circumstances.

     

    (h) Legends.
      It is
      understood that the certificates evidencing the Shares shall initially bear
      substantially the following legend (in addition to any legend otherwise required
      under applicable federal or state securities laws or by Section 9.10 of the
      Articles):

     

    “THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED UNLESS AND UNTIL REGISTERED IN THE ABSENCE OF SUCH REGISTRATION
      OR
      UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO SUCH REGISTRATION
      REQUIREMENTS.

     

    THE
      HOLDER OF THIS SECURITY, BY ITS ACQUISITION HEREOF, AGREES THAT IT WILL NOT,
      PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
      HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
      WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), RESELL
      OR
      OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (a) TO THE COMPANY;
      (b)
      TO A PERSON THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER,
      AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (A “QIB”), IN COMPLIANCE WITH
      RULE 144A, (c) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
      BY RULE
      144 UNDER THE SECURITIES ACT (IF AVAILABLE AND ON THE UNDERSTANDING THAT THE
      COMPANY MAY REQUIRE AN OPINION OF COUNSEL BEFORE REGISTERING ANY SUCH TRANSFER
      ON ITS SHARE TRANSFER RECORDS), (d) PURSUANT TO A SECURITIES ACT REGISTRATION
      STATEMENT THAT HAS BEEN DECLARED EFFECTIVE AND THAT CONTINUES TO BE EFFECTIVE
      AT
      THE TIME OF SUCH TRANSFER, OR (e) PURSUANT TO ANOTHER AVAILABLE EXEMPTION,
      IF
      ANY, FROM SUCH REGISTRATION REQUIREMENTS OR IN A TRANSACTION NOT SUBJECT TO
      SUCH
      REGISTRATION REQUIREMENTS; AND AGREES THAT IT SHALL DELIVER TO EACH PERSON
      TO
      WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
      THE
      EFFECT OF THIS LEGEND.”

     

    
      
        
        

      

      
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    (B) Representations
      and Warranties of the Company. The Company represents and warrants to and agrees
      with the Initial Purchaser as of the date hereof and as of each Closing Date
      (it
      being understood that such representations, warranties and agreements at each
      Closing Date shall be deemed to relate to the SEC Filings as amended or
      supplemented to such time) as follows:

     

    (a) No
      Registration Required.
      Subject
      to compliance by the Initial Purchaser with the representations and warranties
      set forth in Section
      2(A)(e)
      and
(f)
      and
Section
      8
      of this
      Agreement and with the procedures set forth in Section
      8
      of this
      Agreement, it is not necessary in connection with the offer, sale and delivery
      of the Shares to the Initial Purchaser and to each Subsequent Purchaser in
      the
      manner contemplated by this Agreement to register the Shares under the
      Securities Act.

     

    (b) No
      Integration of Offerings or General Solicitation.
      The
      Company has not, directly or indirectly, solicited any offer to buy or offered
      to sell, and will not, directly or indirectly, solicit any offer to buy or
      offer
      to sell, in the United States or to any United States citizen or resident,
      any
      security which is or would be integrated with the sale of the Shares in a manner
      that would require the Shares to be registered under the Securities Act. None
      of
      the Company, its affiliates (as such term is defined in Rule 501(b) under the
      Securities Act (each, an “Affiliate”),
      or
      any person acting on its or any of their behalf (other than the Initial
      Purchaser, as to whom the Company makes no representation or warranty) has
      engaged or will engage, in connection with the offering of the Shares, in any
      form of general solicitation or general advertising within the meaning of
      Rule 502(c) under the Securities Act with respect to the Shares, other
      than
      maintaining the effectiveness of the Company’s current shelf registration
      statements.

     

     

    
      
        
        

      

      
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    (c) Eligibility
      for Resale.
      The
      Shares are eligible for resale pursuant to Rule 144A and are not of the same
      class as shares listed on a national securities exchange registered under
      Section 6 of the Exchange Act or quoted in a United States automated interdealer
      quotation system or shares of an open-end investment company, unit investment
      trust or face-amount certificate company that is or is required to be registered
      under Section 8 of the Investment Company Act of 1940 (the “Investment
      Company Act,”
      which
      term, as used in this Agreement, includes the rules and regulations of the
      Commission promulgated thereunder).

     

    (d) SEC
      Filings.
      The
      Annual Report of the Company on Form 10-K for the year ended December 31, 2004
      filed by the Company with the Commission (including the portions of the
      Company’s proxy statement incorporated by reference therein) as supplemented by
      each Quarterly Report of the Company on Form 10-Q, each Current Report of the
      Company on Form 8-K filed by the Company with the Commission since January
      1,
      2005, but not including any Current Reports on Form 8-K furnished to the
      Commission pursuant to Item 7.01 or Item 2.02 (or any comparable provisions
      adopted by the Commission) of Form 8-K (collectively, the “SEC
      Filings”),
      do
      not include an untrue statement of any material fact or omit to state a material
      fact necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

     

    (e) The
      Offering Memorandum.
      If
      delivered by the Company to the Initial Purchaser, the Offering Memorandum
      shall
      not, on the date of its delivery or thereafter through the completion of the
      Initial Purchaser’s placement of the Shares, include an untrue statement of a
      material fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; provided,
      however,
      that
      this representation, warranty and agreement shall not apply to any statements
      in, or omissions from, the Offering Memorandum made in reliance upon and in
      conformity with information furnished in writing to the Company by the Initial
      Purchaser expressly for inclusion in the Offering Memorandum or any amendment
      or
      supplement thereto. The Company has not distributed and will not distribute,
      prior to the earlier of the Redemption Date (as defined in the Articles
      Supplementary) and the completion of the Initial Purchaser’s placement of the
      Shares, any offering material in connection with the offering and sale of the
      Shares other than the Offering Memorandum.

     

    (f) Incorporated
      Documents.
      If
      delivered by the Company to the Initial Purchaser, the Offering Memorandum
      shall
      incorporate by reference those filings by the Company pursuant to the Exchange
      Act that would be permitted to be incorporated by reference in a Registration
      Statement on Form S-3 filed by the Company pursuant to the Securities
      Act.
      Any documents that are incorporated or deemed to be incorporated by reference
      in
      the Offering Memorandum at the time they were or hereafter are filed with the
      Commission (collectively, the “Incorporated
      Documents”)
      complied and will comply in all material respects with the requirements of
      the
      Exchange Act and, when read together with the other information in the Offering
      Memorandum, do not and will not include an untrue statement of a material fact
      or omit to state a material fact required to be stated therein or necessary
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading. The foregoing representation and warranties in this
      Section
      2(B)(f)
      shall
      not apply to any statements or omissions made in reliance on and in conformity
      with information relating to the Initial Purchaser furnished in writing to
      the
      Company by the Initial Purchaser expressly for inclusion in the Offering
      Memorandum or any amendment or supplement thereto;

     

     

    
      
        
        

      

      
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    (g) Organization,
      Power and Authority of Company and Operating Partnership.
      The
      Company has been duly organized and is validly existing as a real estate
      investment trust under and by virtue of the laws of the State of Maryland,
      and
      is in good standing with the State Department of Assessments and Taxation of
      Maryland. First Industrial, L.P., a Delaware limited partnership whose sole
      general partner is the Company (the “Operating
      Partnership”),
      has
      been duly organized and is validly existing as a limited partnership in good
      standing under and by virtue of the Delaware Revised Uniform Limited Partnership
      Act. The Company is the sole general partner of the Operating Partnership.
      Each
      of the Company and the Operating Partnership have, and at each Closing Date
      will
      have, full corporate and partnership power and authority, as the case may be,
      to
      conduct all the activities conducted by it, to own, lease or operate all the
      properties and other assets owned, leased or operated by it and to conduct
      its
      business in which it engages or proposes to engage and the transactions
      contemplated hereby. The Company is, and at each Closing Date will be, duly
      qualified or registered to do business and in good standing as a foreign
      corporation in all jurisdictions in which the nature of the activities conducted
      by it or the character of the properties and assets owned, leased or operated
      by
      it makes such qualification or registration necessary, except where failure
      to
      obtain such qualifications or registration will not have a material adverse
      effect on (i) the condition, financial or otherwise, or the earnings, assets
      or
      business affairs or prospects of the Operating Partnership, Company and the
      Subsidiaries, taken as a whole, or on the 846 in-service properties owned,
      directly or indirectly, by the Company as of September 30, 2005 (individually,
      a
“Property”
      and
      collectively, the “Properties”)
      taken
      as a whole, (ii) the issuance, validity or enforceability of the Series I
      Preferred Stock or the Shares or (iii) the consummation of any of the
      transactions contemplated by this Agreement (each a “Material
      Adverse Effect”),
      which
      jurisdictions of foreign qualification or registration are identified in
      Schedule 2(B)(g) hereto. The Operating Partnership is, and at each Closing
      Date
      will be, duly qualified or registered to do business and in good standing as
      a
      foreign limited partnership in all jurisdictions in which the nature of the
      activities conducted by it or the character of the assets owned, leased or
      operated by it makes such qualification or registration necessary, except where
      failure to obtain such qualification or registration will not have a Material
      Adverse Effect, which jurisdictions of foreign qualification or registration
      are
      identified in Schedule 2(B)(g) hereto. Complete and correct copies of the
      articles of incorporation and of the by-laws of the Company and the certificate
      of limited partnership and agreement of limited partnership of the Operating
      Partnership and all amendments thereto have been delivered to the Initial
      Purchaser or its counsel.

     

     

    
      
        
        

      

      
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    (h) Organization,
      Power and Authority and Capitalization of Subsidiaries.
      Each of
      First Industrial Financing Partnership, L.P. (the “Financing
      Partnership”),
      First
      Industrial Securities, L.P. (“Securities,
      L.P.”),
      First Industrial Mortgage Partnership, L.P. (the “Mortgage
      Partnership”),
      First
      Industrial Pennsylvania, L.P. (“FIP”),
      First
      Industrial Harrisburg, L.P. (“FIH”)
      and
      First Industrial Indianapolis, L.P. (“FII”)
      (the
      Financing Partnership, Securities, L.P., the Mortgage Partnership, FIP, FIH
      and
      FII are referred to collectively herein as the “Partnership
      Subsidiaries”)
      has
      been duly organized and is validly existing as a limited partnership in good
      standing under and by virtue of the laws of its jurisdiction of organization.
      Each of First Industrial Securities Corporation (“FISC”),
      First
      Industrial Indianapolis Corporation (“FIIC”),
      First
      Industrial Finance Corporation (“FIFC”),
      First
      Industrial Mortgage Corporation (“FIMC”),
      First
      Industrial Development Services, Inc. (“FIDSI”)
      and
      First Industrial Pennsylvania Corporation (“FIPC”),
      (FISC, FIIC, FIFC, FIMC, FIDSI and FIPC are referred to collectively herein
      as
      the “Corporate
      Subsidiaries”),
      FR
      First Cal, LLC, (“FR
      First Cal”),
      FR
      Bucks Property Holding, L.P. (“FR
      Bucks”),
      FR
      Lehigh Property Holding, L.P. (“FR
      Lehigh”),
      FR
      Aberdeen, LLC (“FR
      Aberdeen”),
      FR
      Lackawanna Property Holding, LP (“FR
      Lackawanna”),
      FR
      Park Plaza, LLC, (“FR
      Park”),
      First
      Industrial Acquisitions, Inc. (“FIAI”),
      First
      Industrial Harrisburg Corporation (“FIHC”),
      and
      FI Development Services Corporation (“FIDSC”)
      (FR
      First Cal, FR Bucks, FR Lehigh, FR Aberdeen, FR Lackawanna, FR Park, FIAI,
      FIHC,
      and FIDSC are referred to collectively herein as the “Additional
      Subsidiaries,”
      and
      the Partnership Subsidiaries, the Corporate Subsidiaries and the Additional
      Subsidiaries are referred to herein collectively as the “Subsidiaries”
      or
      individually as a “Subsidiary”),
      has
      been duly organized and is validly existing as a corporation in good standing
      under and by virtue of the laws of its jurisdiction of incorporation. Other
      than
      the Corporate Subsidiaries, the Partnership Subsidiaries and the Additional
      Subsidiaries, no entities in which the Company owns any equity securities
      constitute, individually or in the aggregate, a “significant subsidiary” under
      Rule 1-02 of Regulation S-X (substituting “net income” for “income from
      continuing operations”) promulgated under the Exchange Act. FIFC is a
      wholly-owned subsidiary of the Company and is the sole general partner of the
      Financing Partnership. FIM is a wholly-owned subsidiary of the Company and
      is
      the sole general partner of the Mortgage Partnership. FISC is a wholly-owned
      subsidiary of the Company and is the sole general partner of Securities, L.P.
      The Operating Partnership and FISC are the only limited partners of Securities,
      L.P. FIPC is a wholly-owned subsidiary of the Company and is the sole general
      partner of FIP. FIIC is a wholly-owned subsidiary of the Company and is the
      sole
      general partner of FII. FIHC is a wholly-owned subsidiary of the Company and
      is
      the sole general partner of FIH. FIDSI is a wholly-owned subsidiary of the
      Operating Partnership. The Operating Partnership is the sole limited partner
      of
      each Partnership Subsidiary (except for Securities, L.P.). Each of the
      Subsidiaries has, and at each Closing Date will 

     

     

    
      
        
        

      

      
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    have,
      full corporate, partnership or limited liability company power and authority,
      as
      the case may be, to conduct all the activities conducted by it, to own, lease
      or
      operate all the properties and other assets owned, leased or operated by it
      and
      to conduct its business in which it engages or proposes to engage and the
      transactions contemplated hereby. Each of the Corporate Subsidiaries is, and
      at
      each Closing Date will be, duly qualified or registered to do business and
      in
      good standing as a foreign corporation in all jurisdictions in which the nature
      of the activities conducted by it or the character of the properties and assets
      owned, leased or operated by it makes such qualification or registration
      necessary, except where failure to obtain such qualifications or registration
      will not have a Material Adverse Effect, which jurisdictions of foreign
      qualification or registration are identified in Schedule 2(B)(h) hereto. Each
      of
      the Partnership Subsidiaries is, and at each Closing Date will be, duly
      qualified or registered to do business and in good standing as a foreign limited
      partnership in all jurisdictions in which the nature of the activities conducted
      by it or the character of the assets owned, leased or operated by it makes
      such
      qualification or registration necessary, except where failure to obtain such
      qualification or registration will not have a Material Adverse Effect, which
      jurisdictions of foreign qualification or registration are identified in
      Schedule 2(B)(h) hereto. Complete and correct copies of the charter documents,
      partnership agreements and other organizational documents of the Subsidiaries
      and all amendments thereto as have been requested by the Initial Purchaser
      or
      its counsel have been delivered to the Initial Purchaser or its
      counsel.

     

    (i) Partnership
      Agreements.
      As of
      each Closing Date, the partnership agreement of the Operating Partnership will
      have been duly authorized, executed and delivered by the Company, as general
      partner and a limited partner, and the partnership agreement of each Partnership
      Subsidiary will have been duly authorized, validly executed and delivered by
      each partner thereto and (assuming in the case of the Operating Partnership
      the
      due authorization, execution and delivery of the partnership agreement by each
      limited partner other than the Company) each such partnership agreement will
      be
      a valid, legally binding and enforceable in accordance with its terms
      immediately following each Closing Date subject to (i) the effect of bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium or other similar
      laws now or hereafter in effect relating to or affecting the rights and remedies
      of creditors and (ii) the effect of general principles of equity, whether
      enforcement is considered in a proceeding in equity or at law, and the
      discretion of the court before which any proceeding therefor may be brought.
      All
      of the issued and outstanding shares of capital stock of the Company and each
      Corporate Subsidiary and all of the outstanding units of general, limited and/or
      preferred partner interests of the Operating Partnership and each Partnership
      Subsidiary will have been duly authorized and are validly issued, fully paid
      and
      non-assessable, and (except as described in the SEC Filings) will be owned
      directly or indirectly (except in the case of the Company) by the Company or
      the
      Operating Partnership, as the case may be, free and clear of all security
      interests, liens and encumbrances (except for pledges in connection with the
      loan agreements of the Company, the Operating Partnership and the
      Subsidiaries).

     

     

    
      
        
        

      

      
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    (j) Capitalization
      Matters.
      The
      Company’s authorized capitalization consists of 10,000,000 shares of preferred
      stock, par value $.01 per share, 100,000,000 shares of Common Stock, par value
      $.01 per share (the “Common
      Stock”),
      and
      65,000,000 shares of excess stock, par value $.01 per share. All of the
      Company’s issued and outstanding shares of Common Stock and preferred stock have
      been duly authorized and are validly issued, fully paid and non-assessable
      and
      will have been offered and sold in compliance, in all material respects, with
      all applicable laws (including, without limitation, federal or state securities
      laws). The shares of Series I Preferred Stock have been duly authorized for
      issuance and sale pursuant to this Agreement and, when the shares of Series
      I
      Preferred Stock have been deposited by the Company with the Depositary in
      accordance with the Deposit Agreement and the Depositary Receipts have been
      issued and delivered by the Depositary and paid for by the Initial Purchaser
      pursuant to this Agreement, such shares of Series I Preferred Stock shall be
      validly issued, fully paid and nonassessable and the Shares represented by
      the
      Depositary Receipts shall be entitled to the benefits of the Deposit Agreement
      and the Depositary Receipts shall constitute valid and binding agreements of
      the
      Depositary and the Company, enforceable in accordance with their terms (except
      to the extent that enforcement thereof may be limited by (i) the effect of
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
      other similar laws now or hereafter in effect relating to or affecting the
      rights and remedies of creditors and (ii) the effect of general principles
      of
      equity, whether enforcement is considered in a proceeding in equity or at law,
      and the discretion of the court before which any proceeding therefor may be
      brought) and will have been offered and sold in compliance, in all material
      respects, with all applicable laws (including, without limitation, federal
      or
      state securities laws). Upon payment of the Purchase Price and delivery of
      Depositary Receipts representing the Shares in accordance herewith, the Initial
      Purchaser will receive good, valid and marketable title to the Shares, free
      and
      clear of all security interests, mortgages, pledges, liens, encumbrances, claims
      and equities. The form of Depositary Receipts will be in due and proper form
      and
      will comply, in all material respects, with all applicable legal requirements.
      No shares of Common Stock or preferred stock of the Company are reserved for
      any
      purpose other than shares to be issued pursuant to this Agreement and except
      as
      disclosed in this Agreement or the SEC Filings.

     

    (k) Financial
      Statements.
      The
      financial statements, supporting schedules and related notes included, or
      incorporated by reference, in the SEC Filings comply in all material respects
      with the requirements of the Securities Act and the Exchange Act, as applicable,
      and present fairly the consolidated financial condition of the entity or
      entities or group presented or included therein, as of the respective dates
      thereof, and its consolidated results of operations and cash flows for the
      respective periods covered thereby, are all in conformity with generally
      accepted accounting principles applied on a consistent basis throughout the
      entire period involved, except as otherwise stated therein and except, in the
      case of interim periods, for the notes thereto and normal year-end adjustments.
      The pro forma and/or as adjusted financial information included or incorporated
      by reference in the SEC Filings has been prepared in accordance with the
      applicable requirements of the Securities Act and the American Institute of
      Certified Public Accountants guidelines with respect to pro forma and as
      adjusted financial information, and includes all adjustments necessary to
      present fairly the pro forma and/or as adjusted financial condition of the
      entity or entities or group presented or included therein at the respective
      dates indicated and the results of operations and cash flows for the respective
      periods specified. PricewaterhouseCoopers LLP (the “Accountants”)
      who
      have reported on such financial statements, schedules and related notes, are
      independent registered public accountants with respect to the Company, the
      Operating Partnership and the Partnership Subsidiaries as required by the
      Securities Act.

     

     

    
      
        
        

      

      
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    (l) No
      Change in Capitalization.
      Subsequent to the respective dates as of which information is given in the
      SEC
      Filings and prior to each Closing Date, (i) there has not been and will not
      have
      been at each Closing Date, any change in the capitalization, long term or short
      term debt or in the capital stock or equity of each of the Company, the
      Operating Partnership or any of the Subsidiaries which would be material to
      the
      Company, the Operating Partnership and the Subsidiaries considered as one
      enterprise (anything which would be material to the Operating Partnership,
      the
      Company and the Subsidiaries, considered as one enterprise, being hereinafter
      referred to as “Material”), (ii) except as set forth in the SEC Filings, as
      contemplated by this Agreement and the transactions referred to herein and
      as
      relating to or resulting from the issuance of the Company’s Series I Flexible
      Cumulative Redeemable Preferred Stock, neither the Operating Partnership, the
      Company nor any of the Subsidiaries has incurred nor will any of them incur
      any
      liabilities or obligations, direct or contingent, which would be Material,
      nor
      has any of them entered into nor will any of them enter into any transactions,
      which would be Material, (iii) there has not been any Material Adverse Effect,
      (iv) except for regular quarterly distributions on the Company’s shares of
      Common Stock, and the dividends on the shares of the Company’s (a) Depositary
      Shares each representing 1/100 of a share of 8 5/8% Series C Cumulative
      Preferred Stock (the “Series
      C Preferred Stock”),
      (b)
      Depositary Shares each representing 1/100 of a share of the Company’s 6.236%
      Series F Flexible Cumulative Preferred Stock (the “Series
      F Preferred Stock”)
      and
      (c) Depositary Shares each representing 1/100 of a share of the Company’s 7.236%
      Series G Flexible Cumulative Preferred Stock (the “Series
      G Preferred Stock”),
      the
      Company has not paid or declared and will not pay or declare any dividends
      or
      other distributions of any kind on any class of its capital stock, and (v)
      except for distributions in connection with regular quarterly distributions
      on
      partnership units, the Operating Partnership has not paid any distributions
      of
      any kind on its partnership units.

     

    (m) Ratings.
      At the
      date of this Agreement, the Company’s senior unsecured notes are rated Baa2 by
      Moody’s Investors Service, Inc. (“Moody’s”),
      BBB
      by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
      (“S&P”),
      and
      BBB by Fitch Ratings Ltd. (“Fitch” and, together with Moody’s and S&P, the
“Rating
      Agencies”)
      and
      the Company’s Preferred Shares are rated Baa3 by Moody’s, BBB- by S&P and
      BBB- by Fitch.

     

     

    
      
        
        

      

      
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    (n) Investment
      Company.
      None of
      the Company, the Operating Partnership or any of the Subsidiaries is, or as
      of
      each Closing Date will be, required to be registered under the Investment
      Company Act.

     

    (o) No
      Material Actions or Proceedings.
      To the
      knowledge of the Company and the Operating Partnership, after due inquiry,
      except as set forth in the SEC Filings, there are no actions, suits,
      proceedings, investigations or inquiries, pending or, after due inquiry,
      threatened against or affecting the Operating Partnership, the Company or any
      of
      the Subsidiaries or any of their respective officers or directors in their
      capacity as such or of which any of their respective properties or assets or
      any
      Property is the subject or bound, before or by any Federal or state court,
      commission, regulatory body, administrative agency or other governmental body,
      domestic or foreign, wherein an unfavorable ruling, decision or finding would
      reasonably be expected to have a Material Adverse Effect.

     

    (p) Compliance
      With Law.
      The
      Company, the Operating Partnership and each of the Subsidiaries (i) have, and
      at
      each Closing Date will have, (A) all governmental licenses, permits, consents,
      orders, approvals and other authorizations necessary to carry on its business
      as
      contemplated in the SEC Filings and are in material compliance with such, and
      (B) complied in all material respects with all laws, regulations and orders
      applicable to it or its business and (ii) are not, and at each Closing Date
      will
      not be, in breach of or default in the performance or observance of any
      obligation, agreement, covenant or condition contained in any indenture,
      mortgage, deed of trust, voting trust agreement, loan agreement, bond,
      debenture, note agreement, lease, contract, joint venture or partnership
      agreement or other agreement or instrument (collectively, a “Contract or Other
      Agreement”) or under any applicable law, rule, order, administrative regulation
      or administrative or court decree to which it is a party or by which any of
      its
      other assets or properties or by which the Properties are bound or affected,
      except where such default, breach or failure will not, either singly or in
      the
      aggregate, have a Material Adverse Effect. To the knowledge of the Operating
      Partnership, the Company and each of the Subsidiaries, after due inquiry, no
      other party under any material Contract or Other Agreement to which it is a
      party is in default thereunder, except where such default will not have a
      Material Adverse Effect. None of the Operating Partnership, the Company or
      any
      of the Subsidiaries is, nor at each Closing Date will any of them be, in
      violation of any provision of its articles of incorporation, by-laws,
      certificate of limited partnership, partnership agreement or other
      organizational document, as the case may be.

     

     

    
      
        
        

      

      
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    (q) No
      Further Consents Required.
      No
      Material consent, approval, authorization or order of, or any filing or
      declaration with, any court or governmental agency or body or any other entity
      is required in connection with the offering, issuance or sale of the Series
      I
      Preferred Stock and the Shares hereunder except such as may be required under
      state securities, Blue Sky or real estate syndication laws or the by-laws,
      the
      corporate financing rule or the conflict of interests rule of the NASD in
      connection with the purchase and distribution by the Initial Purchaser of the
      Shares or such as have been received prior to the date of this Agreement and
      except for the filing of this Agreement, the Deposit Agreement, the Articles
      Supplementary, the form of certificate representing the Series I Preferred
      Stock
      and the form of the Depositary Receipts with the Commission as exhibits to
      a
      Form 8-K, which the Company agrees to make in a timely manner.

     

    (r) Full
      Corporate and Partnership Authority.
      The
      Company and the Operating Partnership have full corporate or partnership power,
      as the case may be, to enter into each of this Agreement and the Deposit
      Agreement and to execute, deliver and file the Articles Supplementary to the
      extent each is a party thereto. This Agreement has been duly and validly
      authorized, executed and delivered by the Company and the Operating Partnership,
      constitutes a valid and binding agreement of the Company and the Operating
      Partnership, and, assuming due authorization, execution and delivery by the
      Initial Purchaser, is enforceable against the Company and the Operating
      Partnership in accordance with the terms hereof, subject to (i) the effect
      of
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
      other similar laws now or hereafter in effect relating to or affecting the
      rights and remedies of creditors and (ii) the effect of general principles
      of
      equity, whether enforcement is considered in a proceeding in equity or at law,
      and the discretion of the court before which any proceeding therefor may be
      brought. The execution, delivery and performance of this Agreement, the Articles
      Supplementary and the Deposit Agreement and the consummation of the transactions
      contemplated hereby, and compliance by each of the Company, the Operating
      Partnership and the Subsidiaries with its obligations hereunder and thereunder,
      to the extent each is a party thereto, will not result in the creation or
      imposition of any lien, charge or encumbrance upon any of the assets or
      properties of the Operating Partnership, the Company or any of the Subsidiaries
      pursuant to the terms or provisions of, or result in a breach or violation
      of
      any of the terms or provisions of, or constitute a default under, or give any
      other party a right to terminate any of its obligations under, or result in
      the
      acceleration of any obligation under, the certificate of incorporation, by-laws,
      certificate of limited partnership, partnership agreement or other
      organizational documents of the Operating Partnership, the Company or any of
      the
      Subsidiaries, any Contract or Other Agreement to which the Company, the
      Operating Partnership or any of the Subsidiaries is a party or by which the
      Company, the Operating Partnership or any of the Subsidiaries or any of their
      assets or properties are bound or affected, or violate or conflict with any
      judgment, ruling, decree, order, statute, rule or regulation of any court or
      other governmental agency (foreign or domestic) or body applicable to the
      business or properties of the Operating Partnership, the Company or any of
      the
      Subsidiaries or to the Properties, in each case except for liens, charges,
      encumbrances, breaches, violations, defaults, rights to terminate or accelerate
      obligations, or conflicts, the imposition or occurrence of which would not
      have
      a Material Adverse Effect.

     

     

    
      
        
        

      

      
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    (s) Title
      to Properties.
      As of
      each Closing Date, each of the Company, the Operating Partnership and the
      Subsidiaries will have good and marketable title to all properties and assets
      described in the SEC Filings as owned by it, free and clear of all liens,
      encumbrances, claims, security interests and defects, except such as are
      described in the SEC Filings, or such as secure the loan facilities of the
      Operating Partnership, the Company and the Subsidiaries, or would not result
      in
      a Material Adverse Effect.

     

    (t) Insurance.
      The
      Operating Partnership, the Company and the Partnership Subsidiaries have
      property, title, casualty and liability insurance in favor of the Operating
      Partnership, the Company or the Partnership Subsidiaries with respect to each
      of
      the Properties, in an amount and on such terms as is reasonable and customary
      for businesses of the type conducted by the Operating Partnership, the Company
      and the Partnership Subsidiaries except in such instances where the tenant
      is
      carrying such insurance or the tenant is self-insuring risks;

     

    (u) Authorization
      of the Deposit Agreement.
      The
      Deposit Agreement has been duly authorized by the Company and, at each Closing
      Date, will have been duly executed and delivered by the Company, and, assuming
      due authorization, execution, and delivery of the Deposit Agreement by the
      other
      respective parties thereto, the Deposit Agreement will, at each Closing Date,
      constitute a valid and binding obligation of the Company, enforceable against
      the Company in accordance with its terms (except to the extent that enforcement
      thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium or other similar laws now or hereafter
      in
      effect relating to or affecting the rights and remedies of creditors and (ii)
      the effect of general principles of equity, whether enforcement is considered
      in
      a proceeding in equity or at law, and the discretion of the court before which
      any proceeding therefor may be brought).

     

    (v) Compliance
      With Environmental Laws.
      Except
      as disclosed in the SEC Filings, and, except for activities, conditions,
      circumstances or matters that would not have a Material Adverse Effect: (i)
      to
      the knowledge of the Company and the Subsidiaries, after due inquiry, the
      operations of the Operating Partnership, the Company and the Subsidiaries are
      in
      compliance with all Environmental Laws (as defined below) and all requirements
      of applicable permits, licenses, approvals and other authorizations issued
      pursuant to Environmental Laws; (ii) to the knowledge of the Operating
      Partnership, the Company and the Subsidiaries, after due inquiry, none of the
      Operating Partnership, the Company or the Subsidiaries has caused or suffered
      to
      occur any Release (as defined below) of any Hazardous Substance (as defined
      below) into the Environment (as defined below) on, in, under or from any
      Property, and no condition exists on, in, under or adjacent to any Property
      that
      could reasonably be 

     

     

    
      
        
        

      

      
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    expected
      to result in the incurrence of liabilities under, or any violations of, any
      Environmental Law or give rise to the imposition of any Lien (as defined below),
      under any Environmental Law; (iii) none of the Operating Partnership, the
      Company or the Subsidiaries has received any written notice of a claim under
      or
      pursuant to any Environmental Law or under common law pertaining to Hazardous
      Substances on, in, under or originating from any Property; (iv) none of the
      Operating Partnership, the Company or the Subsidiaries has actual knowledge
      of,
      or received any written notice from any Governmental Authority (as defined
      below) claiming, any violation of any Environmental Law or a determination
      to
      undertake and/or request the investigation, remediation, clean-up or removal
      of
      any Hazardous Substance released into the Environment on, in, under or from
      any
      Property; and (v) no Property is included or, to the knowledge of the Operating
      Partnership, the Company or the Subsidiaries, after due inquiry, proposed for
      inclusion on the National Priorities List issued pursuant to CERCLA (as defined
      below) by the United States Environmental Protection Agency (the “EPA”), or
      included on the Comprehensive Environmental Response, Compensation, and
      Liability Information System database maintained by the EPA, and none of the
      Operating Partnership, the Company or the Subsidiaries has actual knowledge
      that
      any Property has otherwise been identified in a published writing by the EPA
      as
      a potential CERCLA removal, remedial or response site or, to the knowledge
      of
      the Company and its Subsidiaries, is included on any similar list of potentially
      contaminated sites pursuant to any other Environmental Law.

     

    As
      used
      herein, “Hazardous Substance” shall include any hazardous substance, hazardous
      waste, toxic substance, pollutant or hazardous material, including, without
      limitation, oil, petroleum or any petroleum-derived substance or waste, asbestos
      or asbestos-containing materials, PCB’s, pesticides, explosives, radioactive
      materials, dioxins, urea formaldehyde insulation or any constituent of any
      such
      substance, pollutant or waste which is subject to regulation under any
      Environmental Law (including, without limitation, materials listed in the United
      States Department of Transportation Optional Hazardous Material Table, 49 C.F.R.
      § 172.101, or in the EPA’s List of Hazardous Substances and Reportable
      Quantities, 40 C.F.R. Part 302); “Environment” shall mean any surface water,
      drinking water, ground water, land surface, subsurface strata, river sediment,
      buildings, structures, and ambient, workplace and indoor and outdoor air;
“Environmental Law” shall mean the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et
      seq.) (“CERCLA”), the Resource Conservation and Recovery Act of 1976, as amended
      (42 U.S.C. § 6901, et seq.), the Clean Air Act, as amended (42 U.S.C.
§ 7401, et seq.), the Clean Water Act, as amended (33 U.S.C. §  1251,
      et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. § 2601,
      et seq.), the Occupational Safety and Health Act of 1970, as amended (29 U.S.C.
      § 651, et seq.), the Hazardous Materials Transportation Act, as amended
      (49
      U.S.C. § 1801, et seq.), and all other federal, state and local laws,
      ordinances, regulations, rules and orders relating to the protection of the
      environment or of human health from environmental effects; “Governmental
      Authority” shall mean any federal, state or local governmental office, agency or
      authority having the duty or authority to promulgate, implement or enforce
      any
      Environmental Law; “Lien” shall mean, with respect to any Property, any
      mortgage, deed of trust, pledge, security interest, lien, encumbrance, penalty,
      fine, charge, assessment, judgment or other liability in, on or affecting such
      Property; and “Release” shall mean any spilling, leaking, pumping, pouring,
      emitting, emptying, discharging, injecting, escaping, leaching, dumping,
      emanating or disposing of any Hazardous Substance into the Environment,
      including, without limitation, the abandonment or discard of barrels,
      containers, tanks (including, without limitation, underground storage tanks)
      or
      other receptacles containing or previously containing and containing a residue
      of any Hazardous Substance.

     

     

    
      
        
        

      

      
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    None
      of
      the environmental consultants which prepared environmental and asbestos
      inspection reports with respect to any of the Properties was employed for such
      purpose on a contingent basis or has any substantial interest in the Operating
      Partnership, the Company or any of the Subsidiaries, and none of them nor any
      of
      their directors, officers or employees is connected with the Operating
      Partnership, the Company or any of the Subsidiaries as a promoter, selling
      agent, voting trustee, director, officer or employee.

     

    (w) REIT
      Status.
      The
      Company, the Operating Partnership and the Subsidiaries are organized and
      operate in a manner so that the Company qualifies as a REIT under Sections
      856
      through 860 of the Code, and the Company has elected to be taxed as a REIT
      under
      the Code commencing with the taxable year ended December 31, 1994. The Company,
      the Operating Partnership and the Subsidiaries intend to continue to be
      organized and operate so that the Company shall qualify as a REIT for the
      foreseeable future, unless the Company’s board of directors determines that it
      is no longer in the best interests of the Company to be so
      qualified.

     

    (x) Material
      Document Filings.
      There is
      no material document or contract of a character required to be described or
      referred to in the SEC Filings or to be filed as an exhibit to the SEC Filings
      which is not described or filed as required therein, except for the filing
      of
      this Agreement, the Deposit Agreement, the Articles Supplementary, the form
      of
      certificate representing the Series I Preferred Stock and the form of the
      Depositary Receipts with the Commission, which the Company agrees to make in
      a
      timely manner, and the descriptions thereof or references thereto are accurate
      in all material respects.

     

    (y) No
      Labor Disputes.
      None of
      the Operating Partnership, the Company or any of the Subsidiaries is involved
      in
      any labor dispute nor, to the knowledge of the Operating Partnership, the
      Company or the Subsidiaries, after due inquiry, is any such dispute threatened
      which would be Material.

     

    (z) Intellectual
      Property.
      The
      Operating Partnership, the Company and the Subsidiaries own, or are licensed
      or
      otherwise have the full exclusive right to use, all material trademarks and
      trade names which are used in or necessary for the conduct of their respective
      businesses as described in the SEC Filings. To the knowledge of the Company
      and
      the Operating Partnership, no claims have been asserted by any person to the
      use
      of any such trademarks or trade names or challenging or questioning the validity
      or effectiveness of any such trademark or trade name. The use, in connection
      with the business and operations of the Operating Partnership, the Company
      and
      the Subsidiaries, of such trademarks and trade names does not, to the Company’s
      or the Operating Partnership’s knowledge, infringe on the rights of any
      person.

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (aa) Tax
      Returns.
      Each of
      the Operating Partnership, the Company and the Subsidiaries has filed all
      federal, state, local and foreign income tax returns which were required to
      be
      filed (except in any case in which the failure to so file would not result
      in a
      Material Adverse Effect) and has paid all taxes required to be paid and any
      other assessment, fine or penalty levied against it, to the extent that any
      of
      the foregoing would otherwise be delinquent, except, in all cases, for any
      such
      tax, assessment, fine or penalty that is being contested in good faith and
      except in any case in which the failure to so pay would not result in a Material
      Adverse Effect.

     

    (bb) Partnership
      Tax Treatment. The
      Operating Partnership and each of the Partnership Subsidiaries is properly
      treated as a partnership for U.S. federal income tax purposes and not as a
      “publicly traded partnership.”

     

    (cc) Disclosure
      of Relationships.
      No
      relationship, direct or indirect, exists between or among the Company, the
      Operating Partnership or the Subsidiaries on the one hand, and the directors,
      officers, stockholders, customers or suppliers of the Company, the Operating
      Partnership or the Subsidiaries on the other hand, which is required by the
      Securities Act to be described in the SEC Filings which is not so
      described.

     

    (dd) Company’s
      Internal Accounting System.
      The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurances that: (i) transactions are executed in accordance with
      management’s general or specific authorization; (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      generally accepted accounting principles and to maintain accountability for
      assets; (iii) access to assets and financial and corporate books and records
      is
      permitted only in accordance with management’s general or specific
      authorization; and (iv) the recorded accountability for assets is compared
      with
      existing assets at reasonable intervals and appropriate action is taken with
      respect to any differences.

     

    (ee) Limits
      on Dividends.
      No
      Subsidiary of the Company is currently prohibited, directly or indirectly,
      from
      paying any dividends to the Company, from making any other distribution on
      such
      Subsidiary’s capital stock, from repaying to the Company any loans or advances
      to such Subsidiary from the Company or from transferring any of such
      Subsidiary’s property or assets to the Company or any other Subsidiary of the
      Company, except to the extent disclosed in the SEC Filings or as would not
      be
      Material, individually or in the aggregate.

     

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (ff) No
      Limits on Redemption of Shares.
      The
      redemption by the Company of the Shares in accordance with the Articles would
      not constitute a breach or violation of, or a default under, or conflict with,
      or give any other party a right to terminate any of its obligations under,
      or
      result in the acceleration of any obligation under, or result in the creation
      or
      imposition of any lien, charge or encumbrance upon the Properties or any of
      the
      other assets of the Company or any of its Subsidiaries pursuant to the terms
      or
      provisions of the Articles or Bylaws of the Company, the articles or certificate
      of incorporation or bylaws or partnership agreement or operating agreement
      of
      any of the Subsidiaries or any material contract, lease or other instrument
      to
      which the Company or any of the Subsidiaries is a party or by which any of
      their
      property may be bound or any judgment, ruling, decree, order, law, statute,
      rule
      or regulation of any court or other governmental agency or body applicable
      to
      the Properties or the business or properties of the Company or any of the
      Subsidiaries, provided
      that the
      Company makes no representation as to whether any redemption would be restricted
      under any financial covenants of the Operating Partnership’s $500 million
      unsecured credit facility, outstanding mortgage loans or senior unsecured debt
      instruments (as described in or filed with the SEC Filings) or any other
      material credit agreement to which the Company, the Operating Partnership or
      any
      of the Subsidiaries is a party and, provided,
      further,
      that
      the Company does not currently expect that such financial covenants would limit
      its ability to redeem the Shares within the 180-day period following the date
      of
      this Agreement.

     

    (gg) Certificates
      and Documents.
      Any
      certificate or other document signed by any officer or authorized representative
      of the Operating Partnership, the Company or any Subsidiary, and delivered
      to
      the Initial Purchaser or to counsel for the Initial Purchaser in connection
      with
      the sale of the Shares shall be deemed a representation and warranty by such
      entity, as the case may be, to the Initial Purchaser as to the matters covered
      thereby.

     

    (hh) No
      Brokers.
      There
      are no contracts, agreements or understandings between the Company or any of
      its
      Subsidiaries and any person that would give rise to a valid claim against the
      Company or the Initial Purchaser for a brokerage commission, finder’s fee or
      other like payment in connection with the offering, issuance and sale of the
      Shares, other than the fee payable to the Initial Purchaser pursuant to this
      Agreement.

     

    Section
      3. Additional
      Covenants of the Company. The Company further covenants and agrees with the
      Initial Purchaser as follows:

     

    (a) Future
      Reports to the Initial Purchaser.
      For so
      long as the Shares are outstanding and are held by the Initial Purchaser, the
      Company shall furnish to Wachovia Investment Holdings, LLC at the address set
      forth below as soon as available, copies of any report or communication of
      the
      Company mailed generally to holders of its capital stock or debt instruments,
      except for any such reports or communications available through the Commission’s
      EDGAR system.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (b) No
      Integration.
      The
      Company agrees that it shall not make any offer or sale of securities if, as
      a
      result of the doctrine of “integration” referred to in Rule 502 under the
      Securities Act, such offer or sale would render unavailable (for the purpose
      of
      (i) the sale of the Shares by the Company to the Initial Purchaser or (ii)
      the
      resale of the Shares by the Initial Purchaser to Subsequent Purchasers) the
      exemption from the registration requirements of the Securities Act provided
      by
      Section 4(2) thereof, including the provisions of Regulation D under the
      Securities Act, or by Rule 144A thereunder or otherwise.

     

    (c) Due
      Diligence.
      In
      connection with the original placement of the Shares, from the date hereof
      to
      each Closing Date, the Company agrees that the Initial Purchaser and counsel
      for
      the Initial Purchaser shall have the right to make reasonable inquiries into
      the
      business of the Company, and the Company also agrees to provide answers to
      such
      inquiries (to the extent that such information is available or can be acquired
      and made available without extraordinary effort or expense and to the extent
      the
      provision thereof is not prohibited by applicable law).

     

    (d) Investment
      Company Act.
      The
      Company agrees to take such steps as shall be necessary to ensure that neither
      the Company nor any Subsidiary shall become an “investment company” within the
      meaning of such term under the Investment Company Act of 1940 and the rules
      and
      regulations of the Commission thereunder.

     

    (e) Payment
      of Company Expenses.
      The
      Company agrees to pay all costs, fees and expenses incurred in connection with
      the performance of its obligations under this Agreement and in connection with
      the transactions contemplated by this Agreement and by the Offering Memorandum,
      including, without limitation, (i) all expenses incident to the issuance and
      delivery of the Shares (including all printing and engraving costs), (ii) all
      fees and expenses of the registrar and transfer agent of the Shares, (iii)
      all
      necessary issue, transfer and other stamp taxes in connection with the issuance
      and sale of the Shares to the Initial Purchaser, (iv) all fees and expenses
      of
      the Company’s counsel, independent public or certified public accountants and
      other advisors, (v) all costs and expenses incurred in connection with the
      preparation, printing, filing, shipping and distribution of the Offering
      Memorandum (including financial statements), and all amendments and supplements
      thereto, (vi) all filing fees, attorneys’ fees and expenses reasonably incurred
      by the Company or the Initial Purchaser in connection with qualifying or
      registering (or obtaining exemptions from the qualification or registration
      of)
      all or any part of the Shares for offer and sale or placement, as the case
      may
      be, under the Blue Sky laws and, if requested by the Initial Purchaser,
      preparing and printing a “Blue Sky Survey” or memorandum, and any supplements
      thereto, provided
      that in
      the case of the Initial Purchaser, such filing fees, attorneys’ fees and
      expenses shall not exceed $10,000, and (vii) the fees payable in connection
      with
      the inclusion of the Shares in The PORTAL Market. Except as provided in this
      Section
      3(e),
      Section
      6
      and
Section
      9
      of this
      Agreement, the Initial Purchaser shall pay its own expenses.

     

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    (f) Registration
      Rights Agreement.
      Unless
      the Shares have been redeemed, no later than May 8, 2006, the Company shall
      authorize the execution, delivery and performance of the Registration Rights
      Agreement (including provisions for Registration Default liquidated damages
      similar to those set forth in Section
      7(A)(e)
      of this
      Agreement).

     

    (g) No
      Limits on Redemption of Shares.
      The
      Company will not, and will cause its Subsidiaries not to, amend the Articles
      or
      Bylaws of the Company, the articles or certificate of incorporation or bylaws
      or
      partnership agreement or operating agreement of any of the Subsidiaries or
      amend
      or enter into any contract, lease or other instrument or suffer to exist any
      judgment, ruling, decree, or order of any court or other governmental agency
      or
      body applicable to the Company or any of its Subsidiaries that would prohibit
      or
      restrict in any material manner the ability of the Company to redeem the
      Shares.

     

    The
      Initial Purchaser may, in its sole discretion, but shall not be required to,
      waive in writing the performance by the Company of any one or more of the
      foregoing covenants or extend the time for their performance.

     

    Section
      4. Appointment
      of Wachovia Investment Holdings, LLC, as Initial Dividend Rate Calculation
      Agent. The initial Dividend Rate Calculation Agent under the Articles
      Supplementary for the Company is appointed as follows:

     

    (a) Appointment
      of Calculation Agent.
      Upon
      the terms and subject to the conditions set forth in this Section
      4,
      effective from and after each Closing, the Company hereby appoints Wachovia
      Investment Holdings, LLC as its Dividend Rate Calculation Agent under the
      Articles Supplementary (in such capacity, the “Calculation
      Agent”),
      and
      Wachovia Investment Holdings, LLC hereby accepts such appointment.

     

    (b) Duties
      of Calculation Agent.
      In
      acting under this Section
      4,
      the
      Calculation Agent shall be obligated to perform only such duties as are set
      forth specifically herein and in the Articles Supplementary as duties of the
      Dividend Rate Calculation Agent. In acting under this Agreement, the Calculation
      Agent (in its capacity as such) assumes no obligation towards, or any
      relationship of agency or trust for or with, the holders of the
      Shares.

     

    (c) Expenses.
      The
      Company shall reimburse the Calculation Agent for all reasonable expenses,
      disbursements and advances incurred or made by the Calculation Agent in
      connection with the services rendered by it as Calculation Agent under this
      Agreement (including reasonable legal fees and expenses) upon receiving an
      accounting therefor from the Calculation Agent; provided,
      however,
      until
      May 8, 2006, the Calculation Agent shall pay its expenses incurred in its role
      as Calculation Agent.

     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (d) Rights
      and Liabilities of Calculation Agent.
      The
      Calculation Agent shall incur no liability for, or in respect of, any action
      taken, omitted to be taken or suffered by it in reliance upon any certificate,
      affidavit, instruction, notice, request, direction, order, statement or other
      paper, document or communication reasonably believed by it to be genuine and
      correct. Any certificate, affidavit, instruction, notice, request, direction,
      order, statement or other paper, document or communication from the Company
      made
      or given by it and sent, delivered or directed to the Calculation Agent under,
      pursuant to or as permitted by any provision of this Agreement shall be
      sufficient for purposes of this Agreement if such communication is in writing
      and signed by any officer of the Company. The Calculation Agent may consult
      with
      counsel satisfactory to it and, as to legal matters, the opinion of such counsel
      shall constitute full and complete authorization and protection of the
      Calculation Agent with respect to any action taken, omitted to be taken or
      suffered by it hereunder in good faith and in accordance with and in reliance
      upon the opinion of such counsel.

     

    (e) Right
      of Calculation Agent to Own Shares.
      The
      Calculation Agent may act as Calculation Agent and it and its officers,
      employees and shareholders may become owners of, or acquire any interest in,
      Series I Preferred Stock and the Shares, with the same rights as if the
      Calculation Agent were not the Calculation Agent, and may engage in, or have
      an
      interest in, any financial or other transaction with the Company or any of
      its
      affiliates as if the Calculation Agent were not the Calculation Agent
      hereunder.

     

    (f) Termination,
      Resignation or Removal of Calculation Agent.
      Wachovia Investment Holdings, LLC may at any time terminate its agreement to
      act
      as Calculation Agent by giving no less than 90 days’ written notice to the
      Company (which notice shall specify the date or event upon which such
      termination is to become effective) unless the Company consents in writing
      to a
      shorter time. The Company may terminate its appointment of Wachovia Investment
      Holdings, LLC as Calculation Agent at any time by giving written notice to
      Wachovia Investment Holdings, LLC and specifying the date on which the
      termination shall become effective; provided,
      however,
      that no
      termination by the Calculation Agent or by the Company shall become effective
      prior to the date of the appointment of a successor Calculation Agent by the
      Company as provided in Section
      4(g)
      hereof
      and the acceptance of such appointment by such successor Calculation Agent.
      If
      an instrument of acceptance by a successor Calculation Agent shall not have
      been
      delivered to the resigning or terminated Calculation Agent within 30 days after
      the giving of such notice of resignation and the Company shall not have informed
      the Calculation Agent that it does not intend to appoint a successor Calculation
      Agent, the resigning Calculation Agent may petition any court of competent
      jurisdiction for the appointment of a successor Calculation Agent. Upon
      termination by either party pursuant to the provisions of this Section
      4(f),
      the
      Calculation Agent with respect to which this Agreement has been terminated
      shall
      be entitled to the reimbursement of all reasonable expenses, disbursements
      and
      advances incurred or made by it after November 25, 2004 in connection with
      the
      services rendered by it hereunder, as provided by Section
      4(c)
      hereof.

     

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (g) Appointment
      of Successor Calculation Agent.
      Any
      successor Calculation Agent appointed by the Company shall execute and deliver
      to the Calculation Agent and to the Company an instrument accepting such
      appointment, and thereupon such successor Calculation Agent shall, without
      any
      further act or instrument, become vested with all the rights, immunities, duties
      and obligations of the Calculation Agent, with like effect as if originally
      named as Calculation Agent hereunder, and the Calculation Agent shall thereupon
      be obligated to transfer and deliver, and such successor Calculation Agent
      shall
      be entitled to receive and accept copies of any available records maintained
      by
      the Calculation Agent in connection with the performance of its obligations
      hereunder.

     

    (h) Indemnification.
      The
      Company shall indemnify and hold harmless the Calculation Agent and its officers
      and employees from and against all actions claims, damages, liabilities, losses
      and expenses (including reasonable legal fees and expenses) relating to or
      arising out of actions or omissions in its capacity as Calculation Agent, except
      actions, claims, damages, liabilities, losses and expenses caused by the gross
      negligence or willful misconduct of the Calculation Agent or its officers or
      employees. The indemnification provided by this Section
      4(g)
      shall
      survive the redemption or exchange of the Shares and the termination of this
      Agreement.
      The
      Company will not be liable for any settlement of any action or claim effected
      without its written consent.

     

    (i) Merger,
      Consolidation or Sale of Business by Calculation Agent.
      Any
      corporation into which the Calculation Agent may be merged, converted or
      consolidated, or any corporation resulting from any merger, conversion or
      consolidation to which the Calculation Agent may be a party, or any corporation
      to which the Calculation Agent may sell or otherwise transfer all or
      substantially all of its corporate trust business shall, to the extent permitted
      by applicable law, become the Calculation Agent under this Agreement without
      the
      execution of any document or any further act by the parties hereto.

     

    (j) Consequential
      Damages.
      In no
      event shall the Calculation Agent be liable for special, indirect or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if the Calculation Agent has been advised of the
      likelihood of such loss or damage and regardless of the form of
      action.

     

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    Section
      5. Conditions
      to Each Closing

     

    (A) Conditions
      to the Obligations of the Initial Purchaser. The obligations of the Initial
      Purchaser to purchase and pay for the Shares as provided in this Agreement
      on
      each Closing Date shall be subject to the accuracy of the representations and
      warranties on the part of the Company as of the date of this Agreement and
      as of
      each Closing Date, as though then made, and to the timely performance by the
      Company of its covenants and other obligations under this Agreement to be
      performed at or prior to such date, and to each of the following additional
      conditions:

     

    (a) Opinions
      of Company Counsel.
      On each
      Closing Date, the Initial Purchaser shall have received the opinions of Cahill
      Gordon & Reindel llp,
      securities and tax counsel for the Company; McGuire Woods LLP, Maryland counsel
      for the Company; and Barack Ferrazzano Kirschbaum Perlman & Nagelberg,
      Illinois counsel for the Company, each dated the Closing Date, in form and
      substance satisfactory to the Initial Purchaser.

     

    (b) Company
      Certificate.
      On each
      Closing Date the Initial Purchaser shall have received from the Company a
      certificate, dated the date of its delivery, signed by two officers of the
      Company holding the offices of (x) Chief Executive Officer and (y) Chief
      Financial Officer, or superior officers, in form and substance satisfactory
      to
      the Initial Purchaser, to the effect that:

     

    (i) Either
      no
      request for information regarding the Shares or this private placement on the
      part of the staff of the Commission or any state “Blue Sky” authorities has been
      received, or if any such request has been received, it has been complied with
      to
      the satisfaction of the staff of the Commission or such
      authorities;

     

    (ii) Each
      signer of such certificate has carefully examined the SEC Filings and, as of
      the
      date of such certificate, the SEC Filings do not contain any untrue statement
      of
      a material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein, in the light of the circumstances
      in which they were made, not misleading. All documents required to be filed
      under the Exchange Act since January 1, 2004 have been filed as
      required;

     

    (iii) Each
      of
      the representations and warranties of the Company contained in this Agreement
      was, when originally made, and is, at the time such certificate is delivered,
      true and correct;

     

    (iv) Each
      of
      the covenants required to be performed by the Company herein on or prior to
      the
      delivery of such certificate has been duly, timely and fully performed in all
      material respects, and each condition herein required to be complied with by
      the
      Company on or prior to the date of such certificate has been duly, timely and
      fully complied with;

     

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    (v) Except
      as
      set forth in the SEC Filings, as contemplated by this Agreement and the
      transactions referred to herein and as relating to or resulting from the
      issuance of the Company’s Series I Flexible Cumulative Redeemable Preferred
      Stock for the period from and after the date of this Agreement through the
      date
      of such certificate, (A) the Company and its Subsidiaries, taken as a whole,
      have not incurred any liabilities or obligations, direct or contingent, or
      entered into any transactions (other than, in each case, in the ordinary course
      of business consistent with past practice), that are material to the Company
      and
      its Subsidiaries, taken as a whole, (B) there has not been any material
      change in the shares of beneficial interest, short-term debt or long-term debt
      of the Company and (C) there has not been any material adverse change,
      or
      any development involving a prospective material adverse change, in the
      financial condition, business, prospects, net worth or results of operations
      of
      the Company and its Subsidiaries, taken as a whole.

     

    (c) Other
      Documents.
      At each
      Closing, counsel to the Initial Purchaser shall have been furnished with such
      other documents as such counsel may reasonably require in order to evidence
      the
      accuracy and completeness of any of the representations and warranties, or
      the
      fulfillment of any of the conditions, contained in this Agreement; and all
      proceedings taken by the Company in connection with the issuance and sale of
      the
      Shares as contemplated in this Agreement shall be satisfactory in form and
      substance to the Initial Purchaser and to counsel to the Initial
      Purchaser.

     

    (d) No
      Unmet Commission Requests.
      Any
      request for additional information on the part of the staff of the Commission
      or
      any state securities authorities regarding the Shares or this private placement
      shall have been complied with to the satisfaction of the staff of the Commission
      or such authorities.

     

    (e) No
      Material Adverse Change.
      Except
      as set forth in the SEC Filings, as contemplated by this Agreement and the
      transactions referred to herein and as relating to or resulting from the
      issuance of the Company’s Series I Flexible Cumulative Redeemable Preferred
      Stock since the date of this Agreement, (i) the Company and its Subsidiaries,
      taken as a whole, shall not have incurred any liabilities or obligations, direct
      or contingent, or entered into any transactions (other than, in each case,
      in
      the ordinary course of business consistent with past practice), that are
      material to the Company and its Subsidiaries taken as a whole, and (ii) there
      shall not have occurred any material change in the shares of beneficial
      interest, short-term debt or long-term debt of the Company, (iii) there shall
      not have occurred any material adverse change, or any development involving
      a
      prospective material adverse change, in the financial condition, business,
      prospects, net worth or results of operations of the Company and its
      Subsidiaries, taken as a whole, and (iv) neither the Company nor any of its
      Subsidiaries shall have sustained any material loss or interference with its
      business or properties from fire, explosion, flood or other casualty not covered
      by insurance if, in the reasonable judgment of the Initial Purchaser, any such
      loss or interference causes a Material Adverse Effect.

     

     

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    (f) No
      Material Litigation Commenced.
      Since
      the respective dates as of which information is given in the SEC Filings, there
      shall have been no litigation or other proceeding instituted against the Company
      or any of its Subsidiaries or any of their respective officers, directors or
      trustees in their capacities as such, before or by any Federal, state or local
      court, commission, regulatory body, administrative agency or other governmental
      body, domestic or foreign, in which litigation or proceeding an unfavorable
      ruling, decision or finding would be reasonably expected to result in a Material
      Adverse Effect.

     

    (g) Subsequent
      Closing Condition.
      On or
      prior to the Subsequent Closing Date, the Initial Purchaser shall have received
      from the Company a waiver in form and substance reasonably satisfactory to
      the
      Initial Purchaser and the Company, effectively waiving the
      ownership limit (as defined in the Articles) as it applies to the Initial
      Purchaser (the “Ownership
      Limit Waiver”).

     

    All
      such
      opinions, certificates, letters and other documents will be in compliance with
      the provisions hereof only if they are reasonably satisfactory in form and
      substance to the Initial Purchaser and its counsel. If any condition specified
      in this Section
      5(A)
      shall
      not have been fulfilled when and as required to be fulfilled, this Agreement
      may
      be terminated by the Initial Purchaser by notice to the Company at any time,
      and
      any such termination shall be without liability of any party to any other party,
      except that the indemnity and contribution agreements set forth in Section
      4(h)
      and
Section
      9
      hereof,
      the provisions concerning payment of expenses under Section
      3(e),
      and
Section
      6
      and the
      provisions relating to governing law shall remain in effect.

     

    (B) Conditions
      to the Obligations of the Company.

     

    (a) The
      obligations of the Company to sell the Shares as provided in this Agreement
      on
      each Closing Date shall be subject to the accuracy of the representations and
      warranties on the part of the Initial Purchaser as of the date of this Agreement
      and as of such Closing Date, as though then made, and to the timely performance
      by the Initial Purchaser of its covenants and other obligations under this
      Agreement to be performed at or prior to such date, and to the condition that
      there shall not be any injunction, judgment, order, decree, ruling or charge
      in
      effect preventing, or any litigation seeking to prevent or interfere with,
      the
      consummation of any of the transactions contemplated by this
      Agreement.

     

    (b) If
      any
      condition specified in this Section
      5(B)
      shall
      not have been fulfilled when and as required to be fulfilled, this Agreement
      may
      be terminated by the Company by notice to the Initial Purchaser at any time
      and
      any such termination shall be without liability of any party to any other party,
      except that the indemnity and contribution agreements set forth in Section
      4(h)
      and
Section
      9
      hereof,
      the provisions concerning payment of expenses under Section
      3(e)
      and
Section
      6
      and the
      provisions relating to governing law shall remain in effect.

     

     

    
      
        
        

      

      
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    (c) Subsequent
      Closing Conditions.
      

     

    (i) On
      or
      prior to the Subsequent Closing Date, the Company shall have received from
      the
      Initial Purchaser a letter of representation in form and substance satisfactory
      to the Company and the Initial Purchaser, making certain representations in
      connection with the Ownership Limit Waiver. 

     

    (ii) On
      or
      prior to the Subsequent Closing Date, the Company shall have received corporate
      authority granting the Ownership Limit Waiver.

     

    Section
      6. Reimbursement
      of Initial Purchaser’s Expenses. If this Agreement is terminated by the Initial
      Purchaser pursuant to Section
      5(A),
      or if
      the sale to the Initial Purchaser of the Shares on any Closing Date is not
      consummated because of any refusal, inability or failure on the part of the
      Company to perform any agreement herein or to comply with any provision of
      this
      Agreement, the Company agrees to reimburse the Initial Purchaser upon demand
      for
      all reasonable out-of-pocket expenses that shall have been incurred by the
      Initial Purchaser in connection with the proposed purchase and the offering
      and
      sale of the Shares to have been delivered at such Closing Date, including,
      but
      not limited to, fees and disbursements of advisors, travel expenses, postage,
      facsimile and telephone charges.

     

    Section
      7. Contingent
      Obligations of the Company if the Company Fails to Issue a Redemption Notice
      for
      the Shares by April 10, 2006. If by 5:00 p.m. New York time on April 10, 2006
      the Company has not delivered to the Initial Purchaser an irrevocable notice
      of
      redemption of all of the Shares with a Redemption Date on or before May 8,
      2006,
      then the Company shall be obligated as set forth below in this Section
      7;
      provided,
      however,
      that
      each and every such obligation shall terminate upon the redemption of all the
      Series I Depositary Shares by the Company; provided
      further,
      however,
      that
      such termination shall not relieve the Company from any liability for damages
      suffered by the Initial Purchaser as a result of any breach of such obligations
      by the Company prior to such termination. Time shall be of the essence with
      respect to the Company’s compliance with the deadlines set forth in this
Section
      7. 

     

    (A) Creating
      a Marketable Security.

     

    (a) Additional
      Issuer Information.
      In
      order to render the Shares eligible for resale pursuant to Rule 144A under
      the
      Securities Act for the benefit of holders and beneficial owners from time to
      time of the Shares, the Company shall furnish at its expense upon request,
      while
      any of the Shares remain outstanding, to any holder of Shares or prospective
      purchasers of Shares the information specified in Rule 144A(d)(4) (such
      information, whether made available to holders or prospective purchasers or
      furnished to the Commission, is herein referred to as “Additional
      Issuer Information”),
      unless the Company is then subject to Section 13 or 15(d) of the Exchange Act
      or
      exempt from reporting pursuant to Rule 12g3-2(b) of the Exchange
      Act.

     

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    (b) Offering
      Memorandum.
      The
      Company shall prepare an Offering Memorandum of the sort customary in Rule
      144A
      offerings (including all disclosures required by Rule 144A) for use by the
      Initial Purchaser in connection with resale of the Shares to Subsequent
      Purchasers, which shall be in final form no later than May 8, 2006. The Offering
      Memorandum shall also disclose the REIT-related transfer limitations referred
      to
      in Section
      1(e)
      of this
      Agreement and other restrictions on transfer contained in the Articles. The
      Company agrees to furnish to the Initial Purchaser, without charge, as many
      copies of the Offering Memorandum and any amendments and supplements thereto
      as
      the Initial Purchaser shall reasonably request from time to time for use in
      connection with resales of the Shares.

     

    (c) Resale
      Shelf Registration Statement.
      If the
      Shares have not been redeemed, the Company shall, no later than July 6, 2006,
      file with the Commission the Resale Shelf Registration Statement, including
      a
      prospectus for use by the holders of the Shares, as selling shareholders of
      their Shares, and shall use its best efforts to have the Resale Shelf
      Registration Statement and a companion Form 8-A registration statement, if
      any,
      for the Shares declared effective no later August 4, 2006 and thereafter to
      keep
      such registrations continuously effective with respect to the Shares other
      than
      (i) Shares that have been exchanged or disposed of pursuant to the Resale
      Shelf Registration Statement, (ii)  Shares that are eligible to be sold
      pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
      144A) under the Securities Act and (iii)  Shares that have ceased to
      be
      outstanding. To the extent they are eligible, the Company shall use its
      reasonable best efforts to list the Shares on the New York Stock Exchange
      (“NYSE”)
      commencing upon the effective date of such Form 8-A.

     

    (d) Registration
      Rights Agreement.
      The
      Company shall in good faith negotiate with the Initial Purchaser and no later
      than May 8, 2006 shall sign the Registration Rights Agreement for the benefit
      of
      the holders of the Shares from time to time. The Registration Rights Agreement
      may provide additional terms regarding the Resale Shelf Registration Statement.
      The Registration Rights Agreement shall require the Company, upon the request
      of
      20% in interest of the holders of the Shares, to file a demand registration
      statement (the “Demand
      Registration Statement”
      and,
      together with the Resale Registration Statement, the “Registration
      Statements”)
      in
      connection with an underwritten offering of the Shares, provided
      that the
      Company shall not be required to file more than one such demand registration.
      In
      such underwritten offering, the Company shall cause its officers, attorneys
      and
      auditors to supply customary certificates, opinions and comfort letters at
      the
      closing. The Registration Rights Agreement shall include typical indemnification
      and contribution agreements by the Company for the benefit of the selling
      shareholders under both Registration Statements.

     

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    (e) Liquidated
      Damages.
      If the
      Shares have not been redeemed and (i) the Resale Shelf Registration Statement
      has not been filed with the Commission by July 6, 2006, (ii) by August 7, 2006
      such Resale Shelf Registration Statement has not been declared effective by
      the
      Commission, or (iii) after the Resale Shelf Registration Statement has been
      declared effective, it ceases to be effective or otherwise becomes unusable
      by
      the holders of Shares who are selling shareholders thereunder for any reason,
      and the aggregate number of calendar days in any consecutive twelve (12) month
      period for which the Resale Shelf Registration Statement shall not be usable
      exceeds 30 days in the aggregate (each such event referred to in clauses (i)
      through (iii), inclusive, a “Registration
      Default”),
      a
      cash payment which the Company acknowledges shall constitute liquidated damages
      for any such Registration Default, (a “Default
      Payment”)
      shall
      be payable quarterly in arrears on each Dividend Payment Date (as defined in
      the
      Articles Supplementary) to all record holders of the Shares other than
      (i) shares that have been exchanged or disposed of pursuant to the Resale
      Shelf Registration Statement, (ii)  Shares that are eligible to be sold
      pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
      144A) under the Securities Act and (iii)  Shares that have ceased to
      be
      outstanding (in addition to any regular distribution accruing or payable on
      such
      Shares) and will accrue beginning on (and including) the date on which any
      such
      Registration Default shall occur and ending on (but excluding) the date on
      which
      all Registration Defaults have been cured. Default Payments shall accrue at
      a
      rate of $0.25 (equivalent to 1.00% of the $25.00 liquidation preference) per
      annum per Share. The Company shall cause the Default Payments to be paid on
      the
      regular Dividend Payment Date, whether or not the Company shall have declared
      a
      dividend or other distribution on the Shares for such quarter.

     

    The
      parties to this Agreement agree that the record holders of the Shares may suffer
      damages in the event that a Registration Default has occurred and is continuing,
      and that it would not be possible to ascertain the amount of such damages.
      The
      parties to this Agreement further agree that the Default Payments shall be
      liquidated damages provided for in this Section
      7(A)(e)
      of this
      Agreement and constitute a reasonable estimate of the damages that may be
      incurred by the holders by reason of a Registration Default.

     

    (f) DTC
      Eligibility.
      No
      later than May 8, 2006, the Company shall cause the Shares to be eligible for
      clearance and settlement through the facilities of The Depository Trust Company,
      including, if necessary and to the extent appropriate for a security intended
      to
      be traded under Rule 144A and to the extent allowed by applicable law, removal
      of the legends referred to in Section
      2(A)(h).

     

    (g) PORTAL
      Market Inclusion.
      Upon
      the request of the Initial Purchaser, the Company shall use its best efforts
      to
      cause the Shares to be eligible for trading in the Private Offering, Resales
      and
      Trading through Automated Linkages Market of the National Association of
      Securities Dealers, Inc. (the “PORTAL
      Market”).

     

    (h) Ratings.
      The
      Company shall use its commercially reasonable efforts to cause the Rating
      Agencies to issue ratings with respect to the Shares not later than May 8,
      2006,
      or as soon thereafter as practicable.

     

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    (i) Initial
      Purchaser’s Review of Final Offering Memorandum and Proposed Amendments and
      Supplements.
      Prior
      to the delivery of any proposed Offering Memorandum or any proposed amendment
      or
      supplement thereto by the Company to the Initial Purchaser, the Company shall
      furnish to the Initial Purchaser for review a copy of such proposed Offering
      Memorandum or proposed amendment or supplement thereto, as the case may be,
      prior to printing such Offering Memorandum or any such amendment or supplement
      thereto, and the Company shall not print the Offering Memorandum or issue any
      proposed amendment or supplement containing any provision to which the Initial
      Purchaser or its counsel reasonably objects (with reasonable prior notice in
      writing to the Company).

     

    (j) Amendments
      and Supplements to the Offering Memorandum, Registration Statements and Other
      Securities Law Matters.

     

    (i) If,
      prior
      to the completion of the placement of the Shares by the Initial Purchaser with
      the Subsequent Purchasers, any event shall have occurred or condition exists
      as
      a result of which the Offering Memorandum or either Registration Statement,
      in
      each case as then amended or supplemented, would include an untrue statement
      of
      a material fact or omit to state any material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were
      made when such document is delivered, not misleading, or if in the reasonable
      opinion of counsel for the Initial Purchaser it is otherwise necessary to amend
      or supplement the Offering Memorandum or either Registration Statement to comply
      with applicable law, the Company agrees promptly to prepare (subject to this
      Section
      7(A)),
      file
      with the Commission (with respect to any Registration Statement amendment or
      any
      documents incorporated by reference) and furnish at its own expense to the
      Initial Purchaser, such number of copies of amendments or supplements to the
      Offering Memorandum or a Registration Statement, as the case may be, as are
      reasonably requested by the Initial Purchaser containing such information as
      is
      necessary so that the statements therein as so amended or supplemented will
      not,
      in the light of the circumstances when such document is delivered to a
      purchaser, be misleading or so that such document, as amended or supplemented,
      will comply with applicable law.

     

    (ii) Following
      the effectiveness of either Registration Statement and for so long as the Shares
      are outstanding if, in the judgment of the Initial Purchaser, the Initial
      Purchaser or any of its Affiliates is required to deliver a prospectus in
      connection with sales of, or market-making activities with respect to, the
      Shares, the Company agrees (A) periodically to amend the applicable Registration
      Statement so that the information contained therein complies with the
      requirements of Section 10(a) of the Securities Act, (B) to amend the applicable
      registration statement or supplement the related prospectus or the documents
      incorporated therein when necessary to reflect any material changes in the
      information provided therein so that the registration statement and the
      prospectus will not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements therein,
      in
      the light of the circumstances existing as of the date the prospectus is so
      delivered, not misleading and (C) to provide the Initial Purchaser with copies
      of each amendment or supplement filed and such other documents as the Initial
      Purchaser may reasonably request.

     

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    (iii) The
      Company hereby expressly acknowledges that the indemnification and contribution
      provisions of Section
      9
      of this
      Agreement are specifically applicable and relate to each offering memorandum,
      registration statement, prospectus, amendment or supplement referred to in
      this
Section
      7(A).
      

     

    (k) Blue
      Sky Compliance.
      The
      Company (i) shall cooperate with the Initial Purchaser and counsel for the
      Initial Purchaser to qualify or register the Shares for sale under (or obtain
      exemptions from the application of) the Blue Sky or state or other securities
      laws of those jurisdictions (both domestic and foreign) as may be designated
      by
      the Initial Purchaser or its counsel, (ii) shall comply with such laws and
      (iii)
      shall continue such qualifications, registrations and exemptions in effect
      so
      long as required for the Initial Purchaser’s placement of the Shares to the
      Subsequent Purchasers; provided,
      however,
      that
      the Company shall not be required to qualify as a foreign corporation or to
      take
      any action that would subject it to general service of process in any such
      jurisdiction where it is not presently qualified or where it would be subject
      to
      taxation as a foreign corporation; and provided,
      further,
      that
      the Company may require that offers and sales in one or more jurisdictions
      must
      be made through brokers licensed in that jurisdiction. The Company will advise
      the Initial Purchaser promptly of its knowledge of the suspension of the
      qualification or registration of (or any such exemption relating to) the Shares
      for offering, sale or trading in any jurisdiction or any initiation or threat
      of
      any proceeding for any such purpose, and, in the event of the issuance of any
      order suspending such qualification, registration or exemption, the Company
      shall use its best efforts to obtain the withdrawal thereof at the earliest
      possible moment.

     

    (l) Exchange
      Act Filings.
      Prior
      to the completion of the placement of the Shares by the Initial Purchaser with
      the Subsequent Purchasers, the Company shall file, on a timely basis, with
      the
      Commission and the NYSE all reports and documents required to be filed under
      Section 13 or 15(d) of the Exchange Act.

     

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    (B) Offering
      Commencement Date/Customary Rule 144A Deliveries. If the Company fails to redeem
      all the Shares on or before May 8, 2006, then the Company shall deliver, and
      shall cause its attorneys, accountants and officers, as applicable, to deliver
      the following documents to the Initial Purchaser at the offices of Hunton &
      Williams LLP, Richmond, Virginia no later than 5:00 p.m. New York time on May
      8,
      2006, (the “Offering Commencement Date”).

     

    (a) Opinions
      of Counsel.
      On the
      Offering Commencement Date, the Initial Purchaser shall receive the corporate
      and federal income tax opinion of Cahill Gordon & Reindel llp,
      securities and tax counsel for the Company, the corporate opinion of McGuire
      Woods LLP, Maryland counsel for the Company, and the corporate opinion of Barack
      Ferrazzano Kirschbaum Perlman & Nagelberg, Illinois counsel for the Company,
      each dated the date of its delivery, in substantially the forms set forth in
      Exhibit
      B-1,
      Exhibit
      B-2,
      and
Exhibit
      B-3,
      respectively.

     

    (b) Accountant’s
      Comfort Letter.
      On the
      Offering Commencement Date, the Initial Purchaser shall receive from the
      Accountants (who shall be independent public accountants within the meaning
      of
      Regulation S-X under the Securities Act and the Exchange Act) a letter dated
      as
      of such date addressed to the Initial Purchaser, containing statements and
      information of the type ordinarily included in an accountants’“comfort letter”
      to underwriters of public offerings, delivered according to Statement of
      Auditing Standards No. 72 (or any successor bulletin), with respect to the
      audited, unaudited and pro forma, if any, financial statements and certain
      financial information contained, or incorporated by reference, in the Offering
      Memorandum in form and substance reasonably satisfactory to the Initial
      Purchaser.

     

    (c) Officers’
      Certificate.
      On the
      Offering Commencement Date, the Initial Purchaser shall receive from the Company
      a certificate, dated the date of its delivery, signed by each of the President
      and the Chief Financial Officer of the Company, in form and substance
      satisfactory to the Initial Purchaser, to the effect that:

     

    (i) Any
      request for information regarding the Shares or the Rule 144A offering on the
      part of the staff of the Commission or any such authorities has been complied
      with to the satisfaction of the staff of the Commission or such
      authorities;

     

    (ii) Each
      signer of such certificate has carefully examined the Offering Memorandum (which
      term includes the Incorporated Documents) and (A) as of the date of such
      certificate, such documents, taken together, do not include an untrue statement
      of any material fact or omit to state a material fact necessary in order to
      make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading and (B) no event has occurred as a result of which it
      would
      be necessary to amend or supplement the Offering Memorandum in order to make
      the
      statements therein not untrue or misleading in any material respect. All
      documents required to be filed under the Exchange Act since January 1, 2005
      have
      been filed as required;

     

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    (iii) Each
      of
      the representations and warranties of the Company contained in this Agreement
      was, when originally made, and is, at the time such certificate is delivered,
      true and correct in all material respects;

     

    (iv) Each
      of
      the covenants required to be performed by the Company herein on or prior to
      the
      delivery of such certificate has been duly, timely and fully performed in all
      material respects, and each condition herein required to be complied with by
      the
      Company on or prior to the date of such certificate has been duly, timely and
      fully complied with;

     

    (v) Except
      as
      set forth in the SEC Filings, as contemplated by this Agreement and the
      transactions referred to herein and as relating to or resulting from the
      issuance of the Company’s Series I Flexible Cumulative Redeemable Preferred
      Stock for the period from and after the date of this Agreement through the
      date
      of such certificate, (A) the Company and its Subsidiaries, taken as a whole,
      have not incurred any liabilities or obligations, direct or contingent, or
      entered into any transactions (other than, in each case, in the ordinary course
      of business consistent with past practice), that are material to the Company
      and
      its Subsidiaries, taken as a whole, (B) there has not occurred any material
      change in the shares of beneficial interest, short-term debt or long-term debt
      of the Company and (C) there has not occurred any material adverse change,
      or any development involving a prospective material adverse change, in the
      financial condition, business, prospects, net worth or results of operations
      of
      the Company and its Subsidiaries, taken as a whole.

     

    (vi) Other
      Documents.
      On the
      Offering Commencement Date, counsel to the Initial Purchaser shall be furnished
      with such other documents as such counsel may reasonably require in order to
      evidence the accuracy and completeness of any of the representations and
      warranties, or the fulfillment of any of the conditions, contained in this
      Agreement.

     

    All
      such
      opinions, certificates, letters and other documents will be in compliance with
      the provisions hereof only if they are reasonably satisfactory in form and
      substance to the Initial Purchaser and its counsel. The Initial Purchaser may,
      in its sole discretion, but shall not be required to, waive in writing the
      performance by the Company of any one or more of the foregoing covenants or
      extend the time for their performance.

     

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    Section
      8. Offer,
      Sale and Resale Procedures. The Initial Purchaser and the Company hereby
      establish and agree to observe the following procedures in connection with
      the
      offer and sale of the Shares:

     

    (a) Offers
      and Sales only to Qualified Institutional Buyers or Institutional Accredited
      Investors.
      Offers
      and sales of the Shares will be made only by the Initial Purchaser or Affiliates
      thereof qualified or registered to do so in the jurisdictions in which such
      offers or sales are made. Each such offer or sale shall be made
      only:

     

    (i) to
      persons whom the offeror or seller, or any person acting on behalf of them,
      reasonably believes to be qualified institutional buyers (as defined in Rule
      144A under the Securities Act); or

     

    (ii) to
      a
      limited number of other institutional accredited investors (as such term is
      defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
      Act) that the offeror or seller reasonably believes to be and, with respect
      to
      sales and deliveries, that are Accredited Investors (“Institutional
      Accredited Investors”).

     

    (b) No
      General Solicitation.
      The
      Shares will be offered by approaching prospective Subsequent Purchasers on
      an
      individual basis. No general solicitation or general advertising (within the
      meaning of Rule 502(c) under the Securities Act) will be used in connection
      with
      the offering of the Shares.

     

    (c) Purchases
      by Non-Bank Fiduciaries.
      In the
      case of a non-bank Subsequent Purchaser of Shares acting as a fiduciary for
      one
      or more third parties, in connection with an offer and sale to such purchaser
      pursuant to Section
      8(a)
      above,
      each third party shall, in the reasonable judgment of the Initial Purchaser,
      be
      a Qualified Institutional Buyer.

     

    (d) Rule
      144A Reliance and Restrictions on Transfer.
      The
      Offering Memorandum shall make prospective offerees aware of the reliance by
      the
      offeror and/or seller on the exemption provided by Rule 144A and shall provide
      that investors that acquire any Shares shall be deemed to have agreed that
      such
      Shares may only be resold or otherwise transferred if such Shares are registered
      for sale under the Securities Act, or pursuant to an available exemption from
      the registration requirements of the Securities Act (including Rule 144A),
      or in
      a transaction not otherwise subject to the Securities Act.

     

    (e) No
      Liability of Initial Purchaser Following the Sale of the Shares.
      Following the sale of the Shares by the Initial Purchaser to Subsequent
      Purchasers pursuant to the terms of this Agreement, the Initial Purchaser shall
      not be liable or responsible to the Company for any losses, damages or
      liabilities suffered or incurred by the Company including any losses, damages
      or
      liabilities under the Securities Act, arising from or relating to any subsequent
      resale or transfer of any Shares other than by the Initial
      Purchaser.

     

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    Section
      9. Indemnification
      and Contribution.

     

    The
      Company and the Operating Partnership, jointly and severally, agree to indemnify
      and hold harmless the Initial Purchaser, its officers and directors, and each
      person, if any, who controls the Initial Purchaser within the meaning or either
      Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
      against any and all losses, claims, damages and liabilities (including without
      limitation the legal fees and other expenses incurred in connection with any
      suit, action or proceeding or any claim asserted) caused by any untrue statement
      or alleged untrue statement of a material fact contained in any Offering
      Memorandum (as amended or supplemented if the Company or the Operating
      Partnership shall have furnished any amendments or supplements thereto), or
      caused by any omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading except
      insofar as such losses, claims, damages or liabilities are caused by any untrue
      statement or omission or alleged untrue statement or omission made in reliance
      upon and in conformity with information relating to the Initial Purchaser
      furnished to the Company or the Operating Partnership in writing by the Initial
      Purchaser expressly for use therein. The foregoing indemnity agreement shall
      be
      in addition to any liability which the Company and the Operating Partnership
      may
      otherwise have.

     

    The
      Initial Purchaser agrees to indemnify and hold harmless the Company and the
      Operating Partnership, and the Company’s and the Operating Partnership’s
      officers and directors and each person who controls the Company or the Operating
      Partnership within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act, to the same extent as the foregoing indemnity from
      the
      Company and the Operating Partnership to the Initial Purchaser, but only with
      reference to information relating to the Initial Purchaser furnished to the
      Company and the Operating Partnership in writing by the Initial Purchaser
      expressly for use in the Offering Memorandum or any amendment or supplement
      thereto. Notwithstanding the preceding, in no case shall the Initial Purchaser
      be liable or responsible for any amount in excess of the fee specified in
Section
      1(d)
      received
      by such Initial Purchaser in connection with the purchase of the Shares pursuant
      to this Agreement.

     

    If
      any
      suit, action, proceeding (including any governmental or regulatory
      investigation), claim or demand shall be brought or asserted against any person
      in respect of which indemnity may be sought pursuant to either of the two
      preceding paragraphs, such person (the “Indemnifying
      Person”)
      shall
      promptly notify the person against whom such indemnity may be sought (the
“Indemnified
      Person”)
      in
      writing, and the Indemnifying Person, upon request of the Indemnified Person,
      shall retain counsel reasonably satisfactory to the Indemnified Person to
      represent the Indemnified Person and any others the Indemnifying Person may
      designate in such proceeding and shall pay the fees and expenses of such counsel
      related to such proceeding. In any such proceeding, any Indemnified Person
      shall
      have the right to retain its own counsel, but the fees and expenses of such
      counsel shall be at the expense of such Indemnified Person unless (i) the
      Indemnifying Person and the Indemnified Person shall have mutually agreed to
      the
      contrary, (ii) the Indemnifying Person has failed within a reasonable time
      to
      retain counsel reasonably satisfactory to the Indemnified Person or (iii) the
      named parties in any such 

     

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    proceeding
      (including any impleaded parties) include both the Indemnifying Person and
      the
      Indemnified Person and representation of both parties by the same counsel would
      be inappropriate due to actual or potential differing interests between them.
      It
      is understood that the Indemnifying Person shall not, in connection with any
      proceeding or related proceeding in the same jurisdiction, be liable for the
      fees and expenses of more than one separate firm (in addition to any local
      counsel) for all Indemnified Persons, and that all such fees and expenses shall
      be reimbursed as they are incurred. Any such separate firm for the Initial
      Purchaser and such control persons of Initial Purchaser shall be designated
      in
      writing by Wachovia Capital Markets, LLC and any such separate firm for the
      Company, the Operating Partnership, their directors, their officers and such
      control persons of the Company and the Operating Partnership or authorized
      representatives shall be designated in writing by the Company or the Operating
      Partnership. The Indemnifying Person shall not be liable for any settlement
      of
      any proceeding effected without its written consent, but if settled with such
      consent or if there be a final judgment for the plaintiff, the Indemnifying
      Person agrees to indemnify any Indemnified Person from and against any loss
      or
      liability by reason of such settlement or judgment. Notwithstanding the
      foregoing sentence, if at any time an Indemnified Person shall have requested
      an
      Indemnifying Person to reimburse the Indemnified Person for fees and expenses
      of
      counsel as contemplated by the third sentence of this paragraph, the
      Indemnifying Person agrees that it shall be liable for any settlement of any
      proceeding effected without its written consent if (i) such settlement is
      entered into more than 30 days after receipt by such Indemnifying Person of
      the
      aforesaid request and (ii) such Indemnifying Person shall not have
      reimbursed the Indemnified Person in accordance with such request prior to
      the
      date of such settlement. If it is ultimately determined that an Indemnified
      Person was not entitled to indemnification hereunder, such Indemnified Person
      shall be responsible for repaying or reimbursing the Indemnifying Person for
      any
      amounts so paid or incurred by such Indemnifying Person pursuant to this
      paragraph. No Indemnifying Person shall, without the prior written consent
      of
      the Indemnified Person, effect any settlement of any pending or threatened
      proceeding in respect of which any Indemnified Person is or could have been
      a
      party and indemnity could have been sought hereunder by such Indemnified Person,
      unless such settlement (i) includes an unconditional release of such Indemnified
      Person from all liability on claims that are the subject matter of such
      proceeding and (ii) does not include a statement as to, or an admission of,
      fault, culpability or a failure to act by or on behalf of an Indemnified Person.
      In no event shall any Indemnifying Person have any liability or responsibility
      in respect of the settlement or compromise of, or consent to the entry of any
      judgment with respect to any pending or threatened action or claim effected
      without its prior written consent.

     

    If
      the
      indemnification provided for in the first and second paragraphs of this
Section
      9
      is
      unavailable or insufficient to hold harmless an Indemnified Person in respect
      of
      any losses, claims, damages or liabilities referred to therein, then each
      Indemnifying Person under such paragraph, in lieu of indemnifying such
      Indemnified Person thereunder, shall contribute to the amount paid or payable
      by
      such Indemnified Person as a result of such losses, claims, damages or
      liabilities (a) in such proportion as is appropriate to reflect the relative
      benefits received by the Company and the Operating Partnership on the one hand
      and the Initial Purchaser on the other hand from the offering of the Shares
      or
      (b) if the allocation provided by clause (a) above is not permitted by
      applicable law, in such proportion as is appropriate to reflect not only the
      relative benefits referred to in clause (a) above but also the relative fault
      of
      the Company and the Operating Partnership on the one hand and the Initial
      Purchaser on the other in connection with 

     

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    the
      statements or omissions that resulted in such losses, claims, damages or
      liabilities, as well as any other relevant equitable considerations. The
      relative benefits received by the Company and the Operating Partnership on
      the
      one hand and the Initial Purchaser on the other shall be deemed to be in the
      same respective proportions as the net proceeds from the offering of such Shares
      (before deducting expenses other than fees payable pursuant to Section
      1(d)
      herein)
      received by the Company and the Operating Partnership and the total underwriting
      discounts and the commissions received by the Initial Purchaser bear to the
      aggregate public offering price of the Shares. The relative fault of the Company
      and the Operating Partnership on the one hand and the Initial Purchaser on
      the
      other shall be determined by reference to, among other things, whether the
      untrue or alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the Company
      and the Operating Partnership on the one hand or by the Initial Purchaser on
      the
      other and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    
      The
        Company, the Operating Partnership and the Initial Purchaser agree that it
        would
        not be just and equitable if contribution pursuant to this Section
        9
        were
        determined by pro rata allocation or by any other method of allocation that
        does
        not take account of the equitable considerations referred to in the immediately
        preceding paragraph. The amount paid or payable by an Indemnified Person
        as a
        result of the losses, claims, damages and liabilities referred to in the
        immediately preceding paragraph shall be deemed to include, subject to the
        limitations set forth above, any legal or other expenses incurred by such
        Indemnified Person in connection with investigating or defending any such
        action
        or claim. Notwithstanding the provisions of this Section
        9,
        in no
        event shall the Initial Purchaser be required to contribute any amount in
        excess
        of the fee, specified in Section
        1(d),
        received by the Initial Purchaser in connection with the purchase of the
        Shares
        pursuant to this Agreement. No person guilty of fraudulent misrepresentation
        (within the meaning of Section 11(f) of the Securities Act) shall be entitled
        to
        contribution from any person who was not guilty of such fraudulent
        misrepresentation.

       

    

    
      The
        remedies provided for in this Section
        9
        are not
        exclusive and shall not limit any rights or remedies which may otherwise
        be
        available to any indemnified party at law or in equity.

    

     

    The
      indemnity and contribution agreements contained in this Section
      9
      and the
      representations, warranties and covenants of the Company, the Operating
      Partnership and the Initial Purchaser set forth in this Agreement shall remain
      operative and in full force and effect regardless of (a) any termination of
      this
      Agreement, (b) any investigation made by or on behalf of the Initial Purchaser
      or any person controlling the Initial Purchaser or by or on behalf of the
      Company, its officers or directors or any other person controlling the Company
      or the Operating Partnership and (c) acceptance of and payment for any of the
      Shares.

     

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    Section
      10. Representations
      and Agreements to Survive Delivery. The agreements set forth in Section
      6,
      Section
      7,
      Section
      8
      and
Section
      9
      shall
      remain operative and in full force and effect, regardless of any investigation
      made by or on behalf of the Initial Purchasers or any controlling person of
      the
      Initial Purchaser, or by or on behalf of the Company or of any of its
      Subsidiaries, and shall survive delivery of and payment for the
      Shares.

     

    Section
      11. Notices.
      All notices or communications hereunder shall be in writing and shall be mailed,
      delivered or telecopied and confirmed (including confirmation by email if so
      indicated):

     

    (a) if
      to the
      Company, to:

     

    First
      Industrial Realty Trust, Inc.

    311
      South
      Wacker Drive

    Suite
      4000

    Chicago,
      Illinois 60606

    Attention:
      John H. Clayton, Esq.

    Telecopy:
      (313) 922-6320

    E-mail:
      jclayton@firstindustrial.com

    


    with
      a
      copy to:

    


    Cahill
      Gordon & Reindel llp

    80
      Pine
      Street

    New
      York,
      New York 10005

    Attention:
      Gerald Tanenbaum, Esq.

    Telecopy:
      (212) 269-5420

    E-mail:
      gtanenbaum@cahill.com

    


    (b) and
      if to
      the Initial Purchaser to:

     

    Wachovia
      Investment Holdings, LLC

    301
      South
      College Street, DC-7

    One
      Wachovia Center

    Charlotte,
      North Carolina 28288

    Attention:
      Ms. Teresa Hee

    Telecopy:
      (704) 383-9165

    E-Mail:
      teresa.hee@wachovia.com

    


    with
      a
      copy to:

    


    Hunton
      & Williams LLP

    Riverfront
      Plaza, East Tower

    951
      East
      Byrd Street

    Richmond,
      Virginia 23219-4074

    Attention:
      Randall S. Parks, Esq.

    Telecopy:
      (804) 788-8218

    E-Mail:
      rparks@hunton.com

     

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

    
 

    Any
      party
      to this Agreement may change such address for notices by sending to the other
      parties to this Agreement written notice of a new address for such
      purpose.

     

    Section
      12. Parties.
      This Agreement shall inure to the benefit of and be binding upon the Initial
      Purchaser, the Company and the Operating Partnership and their respective
      successors. Nothing expressed or mentioned in this Agreement is intended, or
      shall be construed, to give any person, firm or corporation, other than the
      parties hereto and their respective successors and the controlling persons
      and
      officers, trustees and directors referred to in Section
      4(h)
      and
Section
      9
      hereof
      and their heirs and legal representatives, any legal or equitable right, remedy
      or claim under or in respect of this Agreement or any provision herein
      contained. This Agreement and all conditions and provisions hereof are intended
      to be for the sole and exclusive benefit of the parties hereto and respective
      successors and said controlling persons and officers, trustees and directors
      and
      their heirs and legal representatives, and for the benefit of no other person,
      firm or corporation. No purchaser of Shares shall be deemed to be a successor
      by
      reason merely of such purchase.

     

    Section
      13. Governing
      Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE
      LAWS OF THE STATE OF NEW YORK.

     

    Section
      14. Counterparts.
      This Agreement may be executed in one or more counterparts, signature pages
      may
      be detached from such separately executed counterparts and reattached to other
      counterparts and, in each such case, the executed counterparts hereof shall
      constitute a single instrument. Signature pages may be delivered by
      telecopy.

     

    Section
      15. Enforceability.
      In case any provision of this Agreement shall be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      16. Waiver
      of
      Rights to Trial by Jury. The Company and the Initial Purchaser each hereby
      irrevocably waive any right they may have to a trial by jury in respect of
      any
      claim based upon or arising out of this Agreement or the transactions
      contemplated hereby.

     

    Section
      17. Amendments
      and Modifications. This Agreement may not be amended or otherwise modified
      or
      any provision hereof waived except by an instrument in writing signed by the
      Initial Purchaser, the Company and the Operating Partnership.

     

    [SIGNATURE
      PAGE FOLLOWS.]

     


    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    


    


     

    If
      the
      foregoing correctly sets forth the understanding between the Company, the
      Initial Purchaser and the Operating Partnership, please so indicate in the
      space
      provided below for that purpose, whereupon this letter shall constitute a
      binding agreement between the Initial Purchaser, the Company and the Operating
      Partnership.

     

    FIRST
      INDUSTRIAL REALTY TRUST, INC.

    


    


    By: /s/Michael
      J. Havala    

    Name:
      Michael J. Havala

    Title:
      CFO

     

    


    FIRST
      INDUSTRIAL L.P.

    


    


    By: First
      Industrial Realty Trust, Inc.,

    as
      its
      sole general partner

    


    


    By: /s/Michael
      J. Havala___________________

    Name:
      Michael J. Havala

    Title:
      CFO

    


    ACCEPTED
      as of the date first written above:

    


    WACHOVIA
      INVESTMENT HOLDINGS, LLC

    


    


    By: /s/
      Cathy A. Casey_____________________

    Name: Cathy
      A.
      Casey

    Title: Director

    


    


    


    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

    



    Schedule
      2(B)(g)

    


    Jurisdictions
      of Foreign Qualification of the Company and the Operating
      Partnership

    


    
      	
              ENTITY:

               

            	
              JURISDICTION

               

            
	
              First
                Industrial Realty Trust, Inc.,

              a
                Maryland corporation

               

            	
              California

              Florida

              Georgia

              Illinois

              Indiana

              Michigan

              Minnesota

              New
                Jersey

              New
                York

              North
                Carolina

              Ohio

              Oregon

              Utah

               

            
	
              First
                Industrial, L.P., a Delaware

              limited
                partnership

               

            	
              Arizona

              California

              Colorado

              Connecticut

              Florida

              Georgia

              Illinois

              Indiana

              Iowa

              Kansas

              Kentucky

              Louisiana

              Maryland

              Michigan

              Minnesota

              Missouri

              New
                Jersey

              New
                York

              North
                Carolina

              Ohio

              Oregon

              Pennsylvania

              Tennessee

              Texas

              Utah

              Virginia

              Wisconsin

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      2(B)(h)

    


    Jurisdictions
      of Foreign Qualification of the Subsidiaries

    


    
      	
              ENTITY

               

            	
              JURISDICTION

               

            
	
              First
                Industrial Financing Partnership, L.P.

              a
                Delaware limited partnership

               

            	
              Georgia

              Illinois

              Iowa

              Kansas

              Maryland

              Michigan
                

              Minnesota

              Missouri

              New
                Hampshire

              New
                Jersey

              Pennsylvania

              Tennessee

              Texas

              Wisconsin

               

            
	
              First
                Industrial Acquisitions, Inc., a Maryland corporation

               

            	
              Arizona

              California

              Georgia

              Illinois

              Indiana

              Michigan

              Minnesota

              Missouri

              Ohio

              Pennsylvania

              Tennessee

              Wisconsin

            
	
              First
                Industrial Pennsylvania Corporation,

              a
                Maryland corporation

               

            	
              Pennsylvania

               

            
	
              First
                Industrial Pennsylvania, L.P., a Delaware limited partnership

               

            	
              Colorado

              Indiana

              Pennsylvania

               

            
	
              First
                Industrial Harrisburg Corporation, a Maryland corporation

               

            	
              California

              New
                Jersey

              Pennsylvania

               

            


    


    
      
        -2-

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              First
                Industrial Harrisburg, L.P., a Delaware limited partnership

               

            	
              Pennsylvania

               

            
	
              First
                Industrial Securities Corporation, a Maryland corporation

               

            	
              Illinois

              Michigan

               

            
	
              First
                Industrial Securities, L.P., a Delaware limited partnership

               

            	
              Illinois

              Michigan

              Minnesota

              Pennsylvania

               

            
	
              First
                Industrial Mortgage Corporation, a Maryland corporation

               

            	
              Illinois

              Michigan

            
	
              First
                Industrial Mortgage Partnership, L.P., a Delaware limited
                partnership

               

            	
              Georgia

              Illinois

              Michigan

              Minnesota

              Missouri

              Tennessee

               

            
	
              First
                Industrial Indianapolis Corporation, a Maryland corporation

               

            	
              Indiana

               

            
	
              First
                Industrial Indianapolis, L.P., a Delaware limited partnership

               

            	
              Indiana

               

            
	
              FI
                Development Services Corporation, a Maryland corporation

               

            	
              Florida

              Illinois

              Wisconsin

            
	
              First
                Industrial Finance Corporation, a Maryland corporation

               

            	
              Georgia

              Illinois

              Michigan

              Wisconsin

               

            
	
              First
                Industrial Development Services, Inc., a Maryland corporation

               

            	
              Arizona

              Arkansas

              California

              Colorado

              Florida

              Georgia

              Illinois

              Indiana

              Iowa

              Louisiana

              Michigan

              Minnesota

              Missouri

              Nevada

              New
                Jersey

              New
                York

              North
                Carolina

              Ohio

              Pennsylvania

              Tennessee

              Texas

              Utah

              Virginia

              Washington

              Wisconsin

            


    

    


    


    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A

     

    Form
      of Articles Supplementary

     

     

    Series I
      Flexible Cumulative Redeemable Preferred Stock

    (Liquidation
      Preference $250,000.00 per Share)

     

    ARTICLES
      SUPPLEMENTARY

     

    FIRST
      INDUSTRIAL REALTY TRUST, INC.

     

    ____________________________

     

    Articles
      Supplementary of Board of Directors Classifying

    and
      Designating a Series of Preferred Stock as

    Series I
      Flexible Cumulative Redeemable Preferred Stock

    and
      Fixing Distribution and

    Other
      Preferences and Rights of Such Series

     

    ____________________________

     

    Dated
      as
      of November 7, 2005

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FIRST
      INDUSTRIAL REALTY TRUST, INC.

     

    __________

     

    Articles
      Supplementary of Board of Directors Classifying

    and
      Designating a Series of Preferred Stock as

     

    Series I
      Flexible Cumulative Redeemable Preferred Stock

    and
      Fixing Distribution and

    Other
      Preferences and Rights of Such Series

     

    __________

     

    First
      Industrial Realty Trust, Inc., a Maryland corporation, having its principal
      office in the State of Maryland in the City of Baltimore (the “Company”),
      hereby certifies to the State Department of Assessments and Taxation of Maryland
      that:

     

    Pursuant
      to authority conferred upon the Board of Directors by the Charter and Bylaws
      of
      the Company, the Board of Directors on December 3, 1996, December 4,
      1997, December 3, 1998, May 12, 2004 and July 28, 2004 adopted
      resolutions appointing certain members of the Board of Directors to a committee
      (the “Special
      Committee”)
      with
      power to cause the Company to issue, among other things, certain series of
      Preferred Stock and to determine the number of shares which shall constitute
      such series and the terms of such series. The Special Committee, pursuant to
      a
      unanimous written consent dated November 4, 2005, (i) authorized the
      creation and issuance of 1,000 shares of Series I Flexible Cumulative
      Redeemable Preferred Stock, which stock was previously authorized but not
      issued, and (ii) determined the preferences, conversion and other rights,
      voting powers, restrictions, limitations as to dividends, qualifications, and
      terms and conditions of redemption of the shares of such series and the Dividend
      Rate on such series. Such preferences, conversion and other rights, voting
      powers, restrictions, limitations as to dividends, qualifications, and terms
      and
      conditions of redemption, number of shares and Dividend Rate, as determined
      by
      such duly authorized committee, as applicable, are as follows:

     

    Section
      1. Number
      of Shares and Designation.
      This
      class of Preferred Stock shall be designated Series I Flexible Cumulative
      Redeemable Preferred Stock (the “Series I
      Preferred Shares”)
      and
      the number of shares which shall constitute such series shall be 1,000 shares,
      par value $0.01 per share, which number may be decreased (but not below the
      number thereof then outstanding) from time to time by the Board of
      Directors.

     

    Section
      2. Definitions.
      For
      purposes of these Articles Supplementary, the following terms shall have the
      meanings indicated:

     

    “Applicable
      Redemption Premium”
      shall
      mean, with respect to any Redemption Date:

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    (a) if
      the
      Redemption Date is on or before March 8, 2006, 97.15%;

     

    (b) if
      the
      Redemption Date is on or after March 9, 2006, and on or before May 7, 2006,
      97.85%;

     

    (c) if
      the
      Redemption Date is on or after May 8, 2006, and on or before November 7, 2006;
      98.85%; and

     

    (d) if
      the
      Redemption Date is on or after November 8, 2006, 100.00%.

     

    “Applicable
      Spread”
      shall
      mean, (i) in the event of a Downgrade, 2.25% for such period as the
      Downgrade continues, (ii) in the event of a Double Downgrade, 3.25%
      for
      such period as the Double Downgrade continues and (iii) otherwise,
      1.25%.

     

    “Bloomberg”
      means
      Bloomberg Financial Markets Commodities News.

     

    “Board
      of Directors”
      shall
      mean the Board of Directors of the Company or any committee duly and validly
      authorized by such Board of Directors to perform any of its responsibilities
      with respect to the applicable matter.

     

    “Business
      Day”
      shall
      mean any day (other than a Saturday, Sunday or legal holiday) on which banking
      institutions in The City of New York are open for business and, when used in
      the
      definition of One-Month LIBOR, which is also a day on which dealings in deposits
      in U.S. dollars are transacted in the London interbank market.

     

    “Change
      of Control Event”
      shall
      mean the occurrence of any one of the following events:

     

    (a)
      any
      "person", as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its
      subsidiaries, any trustee, fiduciary or other person or entity holding
      securities under any employee benefit plan of the Company or any of its
      subsidiaries, or any underwriter or other person if the Board of Directors
      has
      determined that such underwriter or other person will make a timely distribution
      or resale of such securities to or among other holders), together with all
      "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under
      the
      Act) of such person, shall become the "beneficial owner" (as such term is
      defined in Rule 13d-3 under the Act), directly or indirectly, of securities
      of
      the Company representing 40% or more of either (A) the combined voting power
      of
      the Company's then outstanding securities having the right to vote in an
      election of the Company's Board of Directors or (B) the then outstanding shares
      of Common Stock of the Company (in either such case other than as a result
      of
      acquisition of securities directly from the Company); or

    


    (b)
      persons who, as of the first Issue Date, constitute the Company's Board of
      Directors (the "Incumbent Directors") cease for any reason, including without
      limitation, as a result of a tender offer, proxy contest, merger or similar
      transaction, to constitute at least a majority of the Board of Directors,
      provided that any person becoming a director of the Company subsequent to the
      first Issue Date whose election or nomination for election was approved by
      a
      vote of at least a majority of the Incumbent Directors shall, for purposes
      hereof, be considered an Incumbent Director; or

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
 

    (c)
      the
      stockholders of the Company shall approve (A) any consolidation or merger of
      the
      Company where the stockholders of the Company, immediately prior to the
      consolidation or merger, would not, immediately after the consolidation or
      merger, beneficially own (as such term is defined in Rule 13d-3 under the Act),
      directly or indirectly, shares representing in the aggregate 50% or more of
      the
      voting stock of the corporation issuing cash or securities in the consolidation
      or merger (or of its ultimate parent corporation, if any), (B) any sale, lease,
      exchange or other transfer (in one transaction or a series of transactions
      contemplated or arranged by any party as a single plan) of all or substantially
      all of the assets of the Company or (C) any plan or proposal for the liquidation
      or dissolution of the Company.

    


    “Common
      Stock”
      shall
      mean the Common Stock, par value $0.01 per share, of the Company.

     

    “Dividend
      Default”
      shall
      have the meaning set forth in Section 7(1) hereof.

     

    “Dividend
      Payment Date”
      shall
      have the meaning set forth in Section 3(1) hereof.

     

    “Dividend
      Period”
      shall
      have the meaning set forth in Section 3(1) hereof. 

     

    “Dividend
      Rate”
      shall
      mean, with respect to any specified day in any Dividend Period, a floating
      rate,
      expressed as a percentage of the Liquidation Preference per annum, determined
      by
      the Dividend Rate Calculation Agent at the request of the Company and provided
      to the Company, as follows:

     

    (a) from
      November 8, 2005 through and including March 8, 2006, a rate equal to the sum
      of
      (i) the applicable One-Month LIBOR for such day, plus
      (ii) the Applicable Spread; and

     

    (b) from
      March 9, 2006 through and including May 8, 2006, a rate equal to the sum of
      (i) the applicable One-Month LIBOR for such day, plus
      (ii) the Applicable Spread plus
      (iii)
      0.5%; and

     

    (c) from
      May
      9, 2006 through and including November 8, 2006, a rate equal to the sum of
      (i) the applicable One-Month LIBOR for such day, plus
      (ii) the Applicable Spread plus
      (iii)
      1.25%; and

     

    (d) from
      and
      after November 9, 2006, a rate equal to the sum of (i) the applicable
      One-Month LIBOR for such day, plus
      (ii) the product of (y) the Applicable Spread minus
      0.75%,
multiplied
      by
      (z) the
      number of whole calendar months elapsed between the applicable Issue Date and
      the first day of the calendar month in which such specified day
      occurs;

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    provided,
      however,
      that,
      unless a Change of Control Event has occurred, the Dividend Rate shall not,
      in
      any case, exceed 20.0%. Anything to the contrary herein notwithstanding, upon
      the occurrence of a Change of Control Event, the Dividend Rate shall be equal
      to
      22.0%.

     

    “Dividend
      Rate Calculation Agent”
      shall
      mean such financial institution (and any legal successor thereto) from time
      to
      time as shall be selected by the Company, provided
      such
      selection is approved by the vote or written consent of the holders of at least
      two-thirds of the outstanding shares of the Series I Preferred Shares,
      and
      shall initially mean Wachovia Investment Holdings, LLC.

     

    “Double
      Downgrade”
      shall
      mean if, at any time, any two of Moody’s, S&P or Fitch rates (i) the
      long-term senior unsecured debt of the Company, or (ii) the Series C
      Preferred Shares, Series F Preferred Shares or Series G Preferred Shares, below
      Baa3, BBB- or BBB-, respectively.

     

    “Downgrade”
      shall
      mean if, at any time, any of Moody’s, S&P or Fitch rates (i) the long-term
      senior unsecured debt of the Company, or (ii) the Series C Preferred
      Shares, Series F Preferred Shares or Series G Preferred Shares, below Baa3,
      BBB-
      or BBB-, respectively.

     

    “Excess
      Stock”
      shall
      have the meaning set forth in Article IX of the Charter.

     

    “Fitch”
      shall
      mean Fitch Ratings Ltd.

     

    “Issue
      Date”
      shall
      mean, with respect to any Series I Preferred Shares, the date on which such
      Series I Preferred Shares are issued.

     

    “Junior
      Shares”
      shall
      mean all classes or series of Common Stock and all equity securities issued
      by
      the Company ranking junior to the Series I Preferred Shares as to the
      payment of dividends or as to the distribution of assets upon liquidation,
      dissolution or winding up of the Company, as applicable.

     

    “Liquidation
      Preference”
      shall
      have the meaning set forth in Section 4(1) hereof.

     

    “Moody’s”
      shall
      mean Moody’s Investors Service, Inc. 

     

    “One-Month
      LIBOR”
      means,
      with respect to any Dividend Period or any day included in such Dividend Period,
      the rate per annum appearing as the London Interbank Offered Rate for deposits
      in U.S. dollars having a term of one month, as published on the Business Day
      that is two Business Days preceding the first day of the applicable Dividend
      Period on the interest rate page most nearly corresponding to Telerate Page
      3750
      (or such other page as may replace such page for the purpose of displaying
      comparable rates) at approximately 11:00 a.m. London time on the relevant date.
      If such rate does not appear on the Bloomberg interest rate page most nearly
      corresponding to Telerate Page 3750 (or such other page as may replace such
      page
      for the purpose of displaying comparable rates) on the relevant date, the
      One-Month LIBOR Rate will be the arithmetic mean of the rates quoted by three
      major banks in New York City selected by the Dividend Rate Calculation Agent,
      at
      approximately 11:00 a.m., New York City time, on the relevant date for loans
      in
      U.S. Dollars to leading European banks for a period of one month. The
      Company shall promptly (or shall cause its Dividend Rate Calculation Agent
      promptly to) notify any holder of the Series I Preferred Shares of the
      Dividend Rate for any Dividend Period upon request.

     

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    “Parity
      Shares”
      shall
      mean the Series C Preferred Shares, Series F Preferred Shares,
      Series G Preferred Shares and any other series of preferred stock issued
      by
      the Company ranking on a parity with the Series I Preferred Shares as
      to
      the payment of dividends or as to distribution of assets upon liquidation,
      dissolution or winding up of the Company, as applicable, whether or not the
      dividend rates, dividend payment dates or redemption or liquidation prices
      per
      share thereof are different from those of the Series I Preferred
      Shares.

     

    “Redemption
      Date”
      shall
      have the meaning set forth in Section 5(2) hereof.

     

    “Redemption
      Price”
      shall
      have the meaning set forth in Section 5(1) hereof. 

     

    “Series C
      Preferred Shares”
      shall
      mean the 8 5/8% Series C Cumulative Preferred Stock of the
      Company.

     

    “Series F
      Preferred Shares”
      shall
      mean the Series F Flexible Cumulative Redeemable Preferred Stock of
      the
      Company.

     

    “Series G
      Preferred Shares”
      shall
      mean the Series G Flexible Cumulative Redeemable Preferred Stock of
      the
      Company.

     

    “Series I
      Preferred Shares”
      shall
      have the meaning set forth in Section 1 hereof.

     

    “S&P”
      shall
      mean Standard & Poor’s, a division of The McGraw-Hill Companies,
      Inc.

     

    “Telerate
      Page 3750”
      means
      the display designated on page 3750 on MoneyLine Telerate (or such other page
      as
      may replace the 3750 page on the service or such other service as may be
      nominated by the British Bankers’ Association for the purpose of displaying
      London interbank offered rates for U.S. Dollars deposits).

     

    Section
      3. Dividend
      Rights.
      (1)
      Dividends shall be payable in cash on the Series I Preferred Shares
      when,
      as and if declared by the Board of Directors, out of assets legally available
      therefor: (i) for the period (the “Initial
      Dividend Period”)
      from
      the applicable Issue Date to but excluding January 1, 2006, and (ii) for
      each monthly dividend period thereafter (the Initial Dividend Period and each
      monthly dividend period being hereinafter individually referred to as a
“Dividend
      Period”
      and
      collectively referred to as “Dividend
      Periods”),
      which
      monthly Dividend Periods shall commence on the first day of each calendar month
      and shall end on and include the last day of the calendar month. Dividends
      payable on each Dividend Payment Date (as defined below) with respect to each
      share of Series I Preferred Stock shall be equal to the sum of the daily
      amounts for each day actually elapsed during a Dividend Period, which daily
      amounts shall be computed by dividing (x) the product of (A) the
      Dividend Rate in effect for each such day during such Dividend Period
multiplied
      by
      (B) the Liquidation Preference, by (y) 360. Dividends on each
      Series I Preferred Share shall be cumulative from the applicable Issue
      Date
      and shall accrue whether or not such dividends shall be declared, whether or
      not
      there shall be assets of the Company legally available for the payment of such
      dividends, whether or 

     

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    not
      the
      terms and provisions of any agreement of the Company, including any agreement
      relating to its indebtedness, prohibits such declaration or payment or provides
      that such authorization or payment would constitute a breach thereof or a
      default thereunder, and whether or not such declaration or payment shall be
      restricted or prohibited by law. Such dividends shall be payable in arrears,
      without interest thereon, when, as and if declared by the Board of Directors,
      on
      the last day of each Dividend Period, commencing on December 31, 2005 (each,
      a
“Dividend
      Payment Date”);
      provided,
      however,
      that if
      any such day shall not be a Business Day, then the Dividend Payment Date shall
      be the next succeeding day which is a Business Day. Each such dividend shall
      be
      paid to the holders of record of Series I Preferred Shares as they appear
      on the stock register of the Company on such record date, not more than 45
      days
      nor less than 15 days preceding the applicable Dividend Payment Date, as shall
      be fixed by the Board of Directors. Dividends on account of arrears for any
      past
      Dividend Periods may be declared and paid at any time, without reference to
      any
      regular Dividend Payment Date, to holders of record on such date, not more
      than
      45 days nor less than 15 days preceding the applicable Dividend Payment Date,
      as
      may be fixed by the Board of Directors. After an amount equal to full cumulative
      dividends on the Series I Preferred Shares, including for the then current
      Dividend Period, has been paid to holders of record of Series I Preferred
      Shares entitled to receive dividends as set forth above by the Company, or
      such
      dividends have been declared and funds therefor set aside for payment, the
      holders of Series I Preferred Shares will not be entitled to any further
      dividends with respect to that Dividend Period. Any dividend payment made on
      the
      Series I Preferred Shares shall first be credited against the earliest
      accrued but unpaid dividends due with respect to such shares.

     

    (2) When
      dividends are not paid in full upon the Series I Preferred Shares and
      any
      Parity Shares, all dividends declared upon the Series I Preferred Shares
      and any such Parity Shares shall be declared pro
      rata so
      that
      the amount of dividends declared per share on the Series I Preferred
      Shares
      and any such Parity Shares shall in all cases bear to each other that same
      ratio
      that the accumulated dividends per share on the Series I Preferred Shares
      and any such Parity Shares bear to each other. Except as provided in the
      preceding sentence, unless an amount equal to full cumulative dividends on
      the
      Series I Preferred Shares has been paid to holders of record of
      Series I Preferred Shares entitled to receive dividends as set forth
      above
      by the Company for all past Dividend Periods, no dividends (other than in Junior
      Shares) shall be declared or paid or set aside for payment nor shall any other
      distribution be made upon any Junior Shares or Parity Shares. Unless an amount
      equal to full cumulative dividends on the Series I Preferred Shares
      has
      been paid to holders of record of Series I Preferred Shares entitled
      to
      receive dividends as set forth above by the Company for all past Dividend
      Periods, no Junior Shares or Parity Shares shall be redeemed, purchased, or
      otherwise acquired for any consideration (or any moneys be paid to or made
      available for a sinking fund for the redemption of any shares of any such stock)
      by the Company or any subsidiary of the Company, except by conversion into
      or
      exchange for Junior Shares.

     

    Section
      4. Liquidation.
      (1) In
      the event of any voluntary or involuntary liquidation, dissolution, or winding
      up of the Company, the holders of Series I Preferred Shares are entitled
      to
      receive out of the assets of the Company available for distribution to
      stockholders, before any distribution of assets is made to holders of Junior
      Shares upon liquidation, liquidating distributions in the amount of the stated
      value of $250,000.00 per share (the “Liquidation
      Preference”),
      plus
      all
      accumulated and unpaid dividends (whether or not earned or declared) for the
      then current and all past Dividend Periods. If, upon any voluntary or
      involuntary liquidation, 

     

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    dissolution,
      or winding up of the Company, the amounts payable with respect to the
      Series I Preferred Shares and any Parity Shares are not paid in full,
      the
      holders of Series I Preferred Shares and of such other shares will share
      ratably in any such distribution of assets of the Company in proportion to
      the
      full respective preferential amounts to which they are entitled. After payment
      of the full amount of the liquidating distribution to which they are entitled,
      the holders of Series I Preferred Shares will not be entitled to any
      further participation in any distribution of assets by the Company.


     

    (2) Written
      notice of any such liquidation, dissolution or winding up of the Company,
      stating the payment date or dates when, and the place or places where, the
      amounts distributable in such circumstances shall be payable, shall be given
      by
      first class mail, postage prepaid, not less than 30 nor more than 60 days prior
      to the payment date stated therein, to each record holder of the Series I
      Preferred Shares at the respective addresses of such holders as the same shall
      appear on the stock transfer records of the Company.

     

    (3) For
      purposes of liquidation rights, a consolidation or merger of the Company with
      or
      into any other corporation or other entity or a sale of all or substantially
      all
      of the assets of the Company shall be deemed not to be a liquidation,
      dissolution or winding up of the Company. 

     

    Section
      5. Redemption.
      (1)  The Series I Preferred Shares are redeemable, out
      of assets
      legally available therefore, at the option of Company, by resolution of the
      Board of Directors, in whole or in part, at any time, at a cash redemption
      price
      equal to the sum of (x) the Liquidation Preference multiplied
      by
      the
      Applicable Redemption Premium plus
      (y)
      an
      amount equal to all accrued and unpaid dividends (whether or not earned or
      declared), if any, to the Redemption Date (the “Redemption
      Price”);
      provided,
      however,
      that
      any partial redemption will be for not less than 1,000,000 Series I Preferred
      Shares. 

     

    (2) Notice
      of
      redemption shall be mailed by the Company by first class mail, postage prepaid,
      to each record holder of the Series I Preferred Shares, not less than
      five
      nor more than 60 days prior to the redemption date (the “Redemption
      Date”),
      to
      the respective addresses of such holders as the same shall appear on the stock
      transfer records of the Company (except that if the sole record holder of the
      Series I Preferred Shares is Wachovia Investment Holdings, LLC, such
      notice
      may be given by telecopy to Wachovia Securities Debt Capital Markets at
      704-383-9165 (to the attention of Ms. Teresa Hee) with a copy to Hunton &
      Williams, LLP at
      804-788-8218 (to the attention of Randall S. Parks, Esq.)). Each notice shall
      state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the
      place or places where certificates for such shares are to be surrendered for
      payment of the Redemption Price; and (iv) that dividends on the shares
      to
      be redeemed will cease to accumulate on such Redemption Date.

     

    (3) In
      order
      to facilitate the redemption of Series I Preferred Shares, the Board
      of
      Directors may fix a record date for the determination of the shares to be
      redeemed, such record date to be not less than five nor more than 60 days prior
      to the date fixed for such redemption.

     

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

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

     

    (5) Any
      Series I Preferred Shares that shall at any time have been redeemed
      shall,
      after such redemption, have the status of authorized but unissued preferred
      stock, without designation as to series until such shares are once more
      designated as part of a particular series by the Board of
      Directors.

     

    (6) The
      Series I Preferred Shares are subject to the provisions of Article IX
      of the Charter, including, without limitation, the provisions for the redemption
      of Excess Stock (as defined in such Article IX). Notwithstanding the
      provisions of Article IX of the Charter, Series I Preferred Shares
      which have been exchanged pursuant to such Article for Excess Stock may be
      redeemed, in whole or in part, and, if in part, pro
      rata
      from the
      holders of record of such shares in proportion to the number of such shares
      held
      by such holders (with adjustments to avoid redemption of fractional shares)
      or
      by lot in a manner determined by the Board of Directors, at any time when
      outstanding Series I Preferred Shares are being redeemed.

     

    Section
      6. Ranking.
      The
      Series I Preferred Shares shall, with respect to dividend rights and
      rights
      upon liquidation, dissolution or winding up of the Company, rank (a) senior
      to Junior Shares; (b) on a parity with all Parity Shares; and
      (c) junior to all equity securities issued by the Company, the terms
      of
      which specifically provide that such equity securities rank senior to the
      Series I Preferred Shares as to the payment of dividends or as to
      distribution of assets upon liquidation, dissolution or winding up of the
      Company.

     

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

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

     

    (1) If
      and
      whenever full cumulative dividends on the Series I Preferred Shares,
      or any
      Parity Shares, for eighteen monthly dividend payment periods, whether or not
      consecutive, are in arrears and unpaid, (such failure to pay by the Company,
      a
“Dividend
      Default”),
      the
      holders of all outstanding Series I Preferred Shares and any Parity
      Shares,
      voting as a single class without regard to series, will be entitled to elect
      two
      Directors until all dividends in arrears and unpaid on the Series I
      Preferred Shares and any Parity Shares have been paid or declared and funds
      therefor set apart for payment. At any time when such right to elect Directors
      separately as a class shall have so vested, the Company may, and upon the
      written request of the holders of record of Series I Preferred Shares
      and
      Parity Shares of the Company representing not less than 20% of the aggregate
      liquidation preference of such shares then outstanding shall, call a special
      meeting of stockholders for the election of such Directors. In the case of
      such
      a written request, such special meeting shall be held within 90 days after
      the
      delivery of such request and, in either case, at the place and upon the notice
      provided by law and in the Bylaws of the Company; provided
      that the
      Company shall not be required to call such a special meeting if such request
      is
      received less than 120 days before the date fixed for the next ensuing Annual
      Meeting of Stockholders of the Company and the holders of all outstanding
      Series I Preferred Shares and Parity Shares are afforded the opportunity
      to
      elect such Directors (or fill any vacancy) at such Annual Meeting of
      Stockholders. Directors elected as aforesaid shall serve until the next Annual
      Meeting of Stockholders of the Company or until their respective successors
      shall be elected and qualified, or, if sooner, until an amount equal to all
      dividends in arrears and unpaid have been paid or declared and funds therefor
      set apart for payment. If, prior to the end of the term of any Director elected
      as aforesaid, a vacancy in the office of such Director shall occur during the
      continuance of a Dividend Default by reason of death, resignation, or
      disability, such vacancy shall be filled for the unexpired term by the
      appointment of a new Director for the unexpired term of such former Director,
      such appointment to be made by the remaining Director or Directors elected
      as
      aforesaid.

     

    (2) The
      affirmative vote or consent of the holders of at least two-thirds of the
      outstanding Series I Preferred Shares and any Parity Shares, voting
      as a
      single class without regard to series, will be required to issue, authorize
      or
      increase the authorized amount of any class or series of shares ranking prior
      to
      the Series I Preferred Shares or any Parity Shares as to dividends or
      upon
      liquidation or to issue or authorize any obligation or security convertible
      into
      or evidencing a right to purchase any such security. Subject to the preceding
      sentence, the affirmative vote or consent of the holders of at least two-thirds
      of the outstanding Series I Preferred Shares, voting separately as a
      class,
      will be required to amend or repeal any provision of, or add any provision
      to,
      the Charter if such action would materially and adversely alter or change the
      powers, preferences, privileges or rights of the Series I Preferred
      Shares.

     

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    (3) Nothing
      herein shall be taken to require a class vote or consent in connection with
      the
      authorization, designation, increase or issuance of shares of any class or
      series (including additional preferred stock of any series) that rank junior
      to
      or on a parity with the Series I Preferred Shares as to dividends and
      liquidation rights or in connection with the authorization, designation,
      increase or issuance of any bonds, mortgages, debentures or other debt
      obligations of the Company.

     

    (4) For
      purposes of the foregoing provisions of this Section 7, each Series I
      Preferred Share shall have one vote per share, except that when any other series
      of preferred shares shall have the right to vote with the Series I
      Preferred Shares as a single class on any matter, then the Series I
      Preferred Shares and such other series shall have with respect to such matters
      one vote per $25 of liquidation preference, and fractional votes shall be
      ignored.

     

    Section
      8. Conversion.
      The
      Series I Preferred Shares are not convertible into shares of any other
      class or series of the capital stock of the Company.

     

    Section
      9. Information
      Rights.
      During
      any period in which the Company is not subject to Section 13 or 15(d) of the
      Act
      and any of the Series I Preferred Shares are outstanding, the Company will
      (i)
      transmit by mail to all holders of the Series I Preferred Shares, as their
      names
      and addresses appear in the record books of the Company and without cost to
      such
      holders, copies of the annual reports and quarterly reports (“Reports”) that the
      Company would have been required to file with the SEC pursuant to Section 13
      or
      15(d) of the Act if the Company were subject to such Sections (other than any
      exhibits that would have been required), and (ii) promptly upon written request,
      supply copies of such Reports to any prospective holder of Series I Preferred
      Shares. The Company will mail the Reports to each holder of Series I Preferred
      Share(s) within fifteen (15) days after the respective dates by which it would
      have been required to file such Reports with the SEC if it were subject to
      Section 13 or 15(d) of the Act.

     

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

     

    Section
      11. Effective
      Time.
      These
      Articles Supplementary will become effective at 12:01 a.m. on November 8, 2005.
      

     


    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused these Articles Supplementary to be
      signed in its name and on its behalf and attested to by the undersigned on
      this
      7th day of November, 2005 and the undersigned acknowledges under the penalties
      of perjury that these Articles Supplementary are the corporate act of said
      Company and that to the best of his knowledge, information and belief, the
      matters and facts set forth herein are true in all material
      respects.

     

    FIRST
      INDUSTRIAL REALTY TRUST, INC.

     

    By:  

    Name: 

    Title: 

     

    Attest:

     

    By:  

    Name:

    Title:

    


    


     


    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-1

     

    Form
      of Opinions of Cahill Gordon & Reindel llp

     

    


     

    [Date]

     

    Wachovia
      Investment Holdings, LLC

    301
      South
      College Street, DC-7

    One
      Wachovia Center

    Charlotte,
      North Carolina 28288

    


    Re: First
      Industrial Realty Trust, Inc.

    


    Ladies
      and Gentlemen:

    


    This
      opinion is being furnished to you pursuant to Section 7(B)(a) of the
      Purchase Agreement dated November 8, 2005 (the “Purchase
      Agreement”)
      by and
      among Wachovia Investment Holdings, LLC (the “Initial
      Purchaser”)
      and
      First Industrial Realty Trust, Inc. (the “Company”)
      and
      First Industrial, L.P. (the “Operating
      Partnership”)
      relating to the issuance and sale to the Initial Purchaser of 10,000,000
      Depositary Shares (the “Depositary
      Shares”),
      each
      representing 1/10,000 of a share of Series I Flexible Cumulative Redeemable
      Preferred Stock, par value $0.01 per share (the “Series
      I Preferred Shares”)
      of the
      Company to be issued pursuant to a deposit agreement (the “Deposit
      Agreement”),
      by
      and among the Company and EquiServe Inc. and EquiServe Trust Company, N.A.,
      as
      Depositary. All capitalized terms used herein and not defined herein shall
      have
      the meanings ascribed to such terms in the Purchase Agreement.

     

    We
      have
      examined originals, photocopies or conformed copies of all such records of
      the
      Company, the Operating Partnership and the Company’s other subsidiaries and all
      such agreements, certificates of public officials, certificates of officers
      and
      representatives of the Company, the Operating Partnership and the Company’s
      other subsidiaries and such other documents as we have deemed relevant and
      necessary as a basis for the opinions hereinafter expressed. In such
      examinations, we have assumed the genuineness of all signatures on original
      documents and the conformity to the originals of all documents submitted to
      us
      as conformed copies or photocopies.

     

    Whenever
      our opinion is indicated to be “to our knowledge”, it should be understood that
      during the course of our representation of the Company and the Operating
      Partnership we have not undertaken any independent investigation to determine
      the existence or absence of facts. The words “to our knowledge” and similar
      language used in certain of the opinions expressed below are limited to the
      knowledge of the lawyers within our firm who have had primary responsibility
      for
      our work on the transactions contemplated by the Purchase Agreement. In
      addition, in connection with our opinions expressed below, we advise you that
      we
      are not involved in the day-to-day conduct of the business of the Company,
      the
      Operating Partnership or the Company’s other Subsidiaries and, accordingly,
      there may be facts and/or contracts of which we are not aware, and contracts
      which we have not reviewed, which, if received and reviewed, might cause us
      to
      alter the statements made in our opinion.

     

     

    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    

     

    We
      advise
      you that in our opinion (relying to the extent indicated below on the opinions
      of other counsel):

     

    (i) Each
      of
      the Company and the Corporate Subsidiaries has been duly formed and is validly
      existing as a corporation in good standing under the laws of its state of
      organization. The Company is duly qualified or registered as a foreign
      corporation to transact business and is in good standing in each jurisdiction
      identified in Schedule
      I
      hereto.

     

    (ii) Each
      of
      the Operating Partnership and the Partnership Subsidiaries has been duly formed
      and is validly existing as a limited partnership in good standing under the
      laws
      of its state of organization. The Operating Partnership and each of the
      Partnership Subsidiaries has all requisite partnership power and authority
      to
      own, lease and operate its properties and other assets and to conduct the
      business in which it is engaged and proposes to engage, in each case as
      described in the SEC Filings, and the Operating Partnership has the partnership
      power to enter into and perform its obligations under the Purchase Agreement.
      The Operating Partnership and each of the Partnership Subsidiaries is duly
      qualified or registered as a foreign partnership and is in good standing in
      each
      jurisdiction identified in Schedule
      I
      hereto,
      in each case except where the failure to obtain such qualification or
      registration would not have a Material Adverse Effect.

     

    (iii) To
      our
      knowledge, no shares of preferred stock of the Company are reserved for any
      purpose. To our knowledge, there are no outstanding securities convertible
      into
      or exchangeable for any preferred stock of the Company and no outstanding
      options, rights (preemptive or otherwise) or warrants to purchase or to
      subscribe for shares of preferred stock of the Company. To our knowledge, all
      of
      the outstanding partnership interests of the Operating Partnership and each
      of
      the Partnership Subsidiaries have been duly authorized, validly issued and
      fully
      paid and, except for units not owned by the Company, are owned directly or
      indirectly by the Company or the Operating Partnership.

     

    (iv) To
      our
      knowledge, none of the Company, the Operating Partnership or the Subsidiaries
      is
      in violation of or default under its charter, by-laws, certificate of limited
      partnership or partnership agreement, as the case may be, and to our knowledge
      none of such entities is in default in the performance or observance of any
      obligation, agreement, covenant or condition contained in any document (as
      in
      effect on the date hereof) listed as an exhibit to each of the Company’s and the
      Operating Partnership’s Annual Report on Form 10-K for [the most recently
      completed year] [and all other periodic or current reports filed with the
      Commission subsequent to the date of such Annual Report and prior to the date
      hereof], in each case as amended, if applicable, to which such entity is a
      party
      or by or to which such entity may be bound, or to which any of the Property
      or
      assets of such entity or any Property is subject or by which they are bound
      (it
      being understood that (i) we express no opinion with respect to matters relating
      to any contract, indenture, mortgage, loan agreement, note, lease, joint venture
      or partnership agreement or other instrument or agreement relating to the
      acquisition, transfer, operation, maintenance, management or financing of any
      property or assets of such entity or any other Property and (ii) we are assuming
      compliance with the financial covenants contained in any such document), except
      in each case for violations or defaults which in the aggregate are not
      reasonably expected to have a Material Adverse Effect.

     

     

    
      
        
        

      

      
        B-1-2

        
          

        

      

      
        
        

      

    

     

    (v) The
      Deposit Agreement and the Registration Rights Agreement were duly and validly
      authorized, executed and delivered by the Company.

     

    (vi) The
      execution and delivery of the Deposit Agreement, the Registration Rights
      Agreement, the issuance and sale of the Depositary Shares and the performance
      by
      the Company and the Operating Partnership of their respective obligations under
      the Depositary Shares, Deposit Agreement and Registration Rights Agreement,
      to
      the extent they are a party thereto, did not and do not conflict with or
      constitute a breach or violation of or default under: (1) any document (as
      in
      effect on the date hereof) listed as an exhibit to each of the Company’s and the
      Operating Partnership’s Annual Report on Form 10-K for [the most recently
      completed year] [and all other periodic or current reports filed with the
      Commission subsequent to the date of such Annual Report and prior to the date
      hereof], in each case as amended, if applicable, to which any such entity is
      a
      party or by or to which it or any of them or any of their respective properties
      or other assets may be bound or subject and of which we are aware (it being
      understood that (i) we express no opinion with respect to matters relating
      to
      any contract, indenture, mortgage, loan agreement, note, lease, joint venture
      or
      partnership agreement or other instrument or agreement relating to the
      acquisition, transfer, operation, maintenance, management or financing of any
      property or assets of such entity or any other Property and (ii) we are assuming
      compliance with the financial covenants contained in any such document); (2)
      the
      certificate of limited partnership or partnership agreement, as the case may
      be,
      of the Operating Partnership, Securities, L.P. and the Financing Partnership
      or
      the articles of incorporation or bylaws, as the case may be, of the Company,
      FIFC or FISC; or (3) any applicable law, rule or administrative regulation,
      except in each case for conflicts, breaches, violations or defaults that in
      the
      aggregate are not reasonably expected to have a Material Adverse
      Effect.

     

    (vii) To
      our
      knowledge, no material authorization, approval, consent or order of any court
      or
      governmental authority or agency or any other entity is required in connection
      with the resale of the Depositary Shares under the Purchase Agreement, except
      such as may be required under the Securities Act, the by-laws, any corporate
      financing rule or conflict of interest rule of the NASD or state securities,
      “blue sky” or real estate syndication laws, or such as have been received prior
      to the date hereof.

     

     

    
      
        
        

      

      
        B-1-3

        
          

        

      

      
        
        

      

    

     

    (viii) The
      partnership agreement of each of the Operating Partnership, Securities, L.P.
      and
      the Financing Partnership has been duly authorized, validly executed and
      delivered by each of the Company and the Subsidiaries, to the extent they are
      parties thereto, and is valid, legally binding and enforceable in accordance
      with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability relating
      to
      or affecting creditors’ rights and of general principles of equity (regardless
      of whether such enforceability is considered in a proceeding in equity or at
      law).

     

    (ix) Assuming
      the accuracy of the Company’s representations and warranties in Section 2(B) of
      the Purchase Agreement and the Initial Purchaser’s representations and
      warranties in Section 2(A) of the Purchase Agreement and compliance
      with
      the procedures in Section 8 of the Purchase Agreement, no registration under
      the
      Securities Act of the Depositary Shares is required for the issuance and sale
      of
      the Depositary Shares to the Purchaser in the manner contemplated by the
      Purchase Agreement or in connection with the initial resale of the Depositary
      Shares by the Purchaser in accordance with the Purchase Agreement, assuming
      that
      the Purchaser and the Company comply with the procedures contemplated by the
      Purchase Agreement.

     

    (x) The
      Depositary Receipts, assuming they have been duly executed and delivered by
      the
      Depositary against the deposit of the Series I Preferred Shares in accordance
      with the provisions of the Deposit Agreement, will be validly issued and will
      entitle the holders thereof to rights specified therein and in the Deposit
      Agreement, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability relating
      to
      or affecting creditors’ rights and to general principles of equity (regardless
      of whether such enforceability is considered in a proceeding in equity or at
      law).

     

    (xi) None
      of
      the Company or the Subsidiaries is required to be registered as an investment
      company under the Investment Company Act of 1940, as amended.

     

    In
      giving
      our opinion, we are relying (A) as to all matters of fact, upon
      representations, statements or certificates of public officials and officers,
      directors, partners, employees and representatives of, and accountants for,
      each
      of the Company, the Operating Partnership and the Subsidiaries, (B) as
      to
      all matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore,
      Maryland, (C) as to all matters of Illinois law, on the opinion of Barack
      Ferrazzano Kirschbaum Perlman & Nagelberg, Chicago, Illinois and (D) as
      to the good standing and qualification of the Company, the Operating
      Partnership, FIFC, FISC and the Financing Partnership to do business in any
      state or jurisdiction, upon certificates of appropriate government officials
      or
      opinions of counsel in such jurisdictions.

     

    We
      express no opinion (i) as to the enforceability of forum selection clauses
      in
      the federal courts or (ii) with respect to the requirements of, or
      compliance with, any state securities, blue sky or real estate syndication
      laws.

     

    We
      are
      attorneys admitted to practice in the State of New York. We express no opinion
      concerning any laws other than the General Corporation Law of the State of
      Delaware, the Delaware Revised Uniform Limited Partnership Act, the laws of
      the
      State of New York and the federal law of the United States.

     

     

    
      
        
        

      

      
        B-1-4

        
          

        

      

      
        
        

      

    

     

    Neither
      this opinion nor any part hereof may be delivered to, or used or relied upon
      by,
      any person other than you without our prior written consent.

     

    


     

     

    Very
      truly yours,

    


    


    


    



    
      
        
        

      

      
        B-1-5

        
          

        

      

      
        
        

      

    



    SCHEDULE
      I

    


    
      	
              ENTITY:

            	 	
              FOREIGN

              QUALIFICATION:


            
	
              First
                Industrial Realty Trust, Inc.

            	 	
              Georgia

              Indiana

              Michigan

              Minnesota

              New
                Jersey

              New
                York

            
	
              First
                Industrial, L.P.

            	 	
              Georgia

              Illinois

              Indiana

              Minnesota

              New
                Jersey

              New
                York

            
	
              First
                Industrial Financing Partnership, L.P.

            	 	
              Georgia

              Illinois

              Michigan

              Minnesota

            


    

    


    



    
      
        
        

      

      
        B-1-6

        
          

        

      

      
        
        

      

    


    [Date]

     

    Wachovia
      Investment Holdings, LLC

    301
      South
      College Street, DC-7

    One
      Wachovia Center

    Charlotte,
      North Carolina 28288

    


    Re: First
      Industrial Realty Trust, Inc.

    


    Ladies
      and Gentlemen:

     

    We
      have
      acted as tax counsel to First Industrial Realty Trust, Inc. (the “Company”) and
      First Industrial, L.P. in connection with the Purchase Agreement dated
      November 8, 2005 (the “Purchase Agreement”) by and among Wachovia
      Investment Holdings, LLC, the Company and First Industrial, L.P. We have been
      asked to provide our opinion as to certain federal income tax matters arising
      under the Internal Revenue Code of 1986, as amended (the “Code”), relating to
      the Company’s qualification for taxation as a real estate investment trust (a
“REIT”) under the Code. All capitalized terms used herein and not defined herein
      shall have the meanings ascribed to such terms in our corporate opinion letter
      as of even date herewith.

     

    The
      opinion set forth in this letter is based on relevant provisions of the Code,
      Treasury Regulations thereunder and interpretations of the foregoing as
      expressed in court decisions and administrative determinations as of the date
      hereof. These provisions and interpretations are subject to changes (possibly
      on
      a retroactive basis) that might result in modifications of our
      opinion.

     

    For
      purposes of rendering the opinion set forth in this letter, we have reviewed
      the
      Purchase Agreement and such other documents, law and facts as we have deemed
      necessary. In our review, we have assumed the genuineness of all signatures;
      the
      proper execution of all documents; the authenticity of all documents submitted
      to us as originals; the conformity to originals of all documents submitted
      to us
      as copies; and the authenticity of the originals of any copies.

     

    The
      opinion set forth in this letter is premised on certain written factual
      representations made by the Company in a certificate dated as of the date hereof
      (the “Certificate”) and is also premised on an assumption that if the Company
      ultimately were found not to have satisfied the gross income requirements of
      the
      REIT provisions as a result of certain development agreements entered into
      by
      the Company, such failure was due to reasonable cause and not due to willful
      neglect. For purposes of our opinion, we have not made an independent
      investigation of the representations contained in the Certificate, and
      consequently we have relied on the representations therein that the information
      contained in the Certificate or otherwise furnished to us accurately describes
      all material facts relevant to our opinion. Although we have not independently
      investigated the representations made to us in the Certificate, nothing has
      come
      to our attention that would lead us to question the accuracy of any such
      representations.

     

     

    
      
        
        

      

      
        B-1-7

        
          

        

      

      
        
        

      

    

     

    Based
      upon and subject to the foregoing we are of the opinion that, commencing with
      the Company’s taxable year ended December 31, 1994, the Company has been
      organized and operated in conformity with the requirements for qualification
      and
      taxation as a REIT under the Code, and the Company’s current and proposed method
      of operation (as represented by the Company to us in the Certificate) will
      enable it to continue to meet the requirements for qualification and taxation
      as
      a REIT under the Code.

     

    We
      express no opinion other than the opinion expressly set forth above (the
“Opinion”). The Opinion is not binding on the Internal Revenue Service (the
“IRS”) and the IRS may disagree with the Opinion. Although we believe that the
      Opinion would be sustained if challenged, there can be no assurance that this
      will be the case. 

     

    The
      Opinion is based upon the law as it currently exists. Consequently, future
      changes in the law may cause the federal income tax treatment of the matters
      referred to herein to be materially and adversely different from that described
      above (possibly on a retroactive basis). In addition, any variation in the
      facts
      from those set forth in the Purchase Agreement or the representations contained
      in the Certificate or otherwise provided to us may affect the conclusions stated
      in the Opinion. We assume no obligation to modify or supplement the Opinion
      if,
      after the date hereof, there is any change in law or we become aware of any
      facts that might change the Opinion. Moreover, the Company’s qualification and
      taxation as a REIT depend upon the Company’s ability to meet, through actual
      operating results, distribution levels, diversity of stock ownership and various
      other qualification tests imposed under the Code, none of which will be reviewed
      by us. Accordingly, no assurance can be given that the actual results of the
      Company’s operations for any taxable year will satisfy the requirements for the
      Company to maintain its qualification as a REIT.

     

    This
      Opinion was not intended or written to be used, and cannot be used, for
      the
      purpose of avoiding penalties that may be imposed on you by the IRS. This
      opinion was written to support the Company’s marketing of the Series I
      Depositary Shares. You should seek advice based on your particular circumstances
      from an independent tax advisor.

     

    The
      Opinion is being furnished solely for your use in connection with your purchase
      of the Series I Depositary Shares and, without our prior written consent, may
      not be used or relied upon by you for any other purpose. The Opinion may not
      be
      used or relied upon by any person other than you without our prior written
      consent.

     

     

    Very
      truly yours,

    


    


    


    


    



    
      
        
        

      

      
        B-1-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-2

     

    Form
      of Opinion of McGuire Woods LLP

     

    


     

    [Date]

     

    Wachovia
      Investment Holdings, LLC

    301
      South
      College Street, DC-7

    One
      Wachovia Center

    Charlotte,
      North Carolina 28288

    


    Re: First
      Industrial Realty Trust, Inc.

    


    Ladies
      and Gentlemen:

    


    This
      opinion is furnished to you pursuant to Section 7(B)(a) of that certain Purchase
      Agreement dated November 8, 2005 (the “Purchase Agreement”) by and among
      Wachovia Investment Holdings, LLC, a Delaware limited liability company (the
      “Initial Purchaser”), First Industrial Realty Trust, Inc., a Maryland
      corporation (the “Company”), and First Industrial, L.P., a Delaware limited
      partnership (the “Operating Partnership”), relating to the issuance and sale to
      the Initial Purchaser of ten million (10,000,000) Series I Depositary Shares
      (the “Depositary Shares”), each representing 1/10,000th of a share of the
      Company’s Series I Flexible Cumulative Redeemable Preferred Stock,
      liquidation preference $250,000 per share (the “Preferred Shares”). Depositary
      receipts evidencing the Depositary Shares (the “Depositary Receipts”) are to be
      issued pursuant to a Deposit Agreement dated November 8, 2005 with respect
      to
      the Preferred Shares (the “Deposit Agreement”) between the Company and Equiserve
      Trust Company, N.A., as Depositary (the “Depositary”).

     

    We
      have
      acted as special Maryland counsel for the Company in connection with the
      offering of the Preferred Shares. We have examined originals or copies of the
      following:

     

    (a) The
      charter of the Company, and the charters of certain of the Company’s
      subsidiaries, First Industrial Securities Corporation, a Maryland corporation
      (“FISC”), First Industrial Indianapolis Corporation, a Maryland corporation
      (“FIIC”), First Industrial Finance Corporation, a Maryland corporation (“FIFC”),
      First Industrial Mortgage Corporation, a Maryland corporation (“FIMC”),
      First Industrial Development Services, Inc., a Maryland corporation (“FIDSI”)
      and First Industrial Pennsylvania Corporation, a Maryland corporation (“FIPC”
      and, together with FISC, FIIC, FIFC, FIMC and FIDSI, collectively the “Corporate
      Subsidiaries”);

     

    (b) The
      Bylaws of the Company and the Corporate Subsidiaries, each as amended to
      date;

     

     

    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    

     

    (c) Such
      records of corporate proceedings of the Company and the Corporate Subsidiaries
      as we deemed material;

     

    (d) Certificates
      of Status of recent date issued by the Maryland State Department of Assessments
      and Taxation (the “SDAT”) with respect to the Company and the Corporate
      Subsidiaries;

     

    (e) The
      Purchase Agreement;

     

    (f) The
      Deposit Agreement;

     

    (g) The
      Registration Rights Agreement;

     

    (h) Certificates
      of officers of the Company and the Corporate Subsidiaries, and the
      representations and warranties contained in the Purchase Agreement;
      and

     

    (i) Such
      other contracts, certificates, records and copies of executed originals, final
      forms and draft forms of documents as we deemed necessary for the purpose of
      this opinion.

     

    In
      rendering our opinion in numbered paragraph (1) below with respect to the good
      standing of the Company and each of the Corporate Subsidiaries, we are relying
      solely on a Certificate of Status issued by the SDAT with respect to the good
      standing of each such entity.

     

    In
      rendering the following opinions, our examination of the law has been limited
      to
      the laws of the State of Maryland, and we express no opinion herein with respect
      to the law of any jurisdiction other than the laws of the State of Maryland.
      We
      have assumed (i) the genuineness of all signatures, (ii) the capacity, power
      and
      authority of all parties to execute and deliver all applicable documents, (iii)
      the truth and accuracy as to factual matters of all representations and
      warranties contained in the Purchase Agreement and other documents and
      certificates delivered by the various parties in connection with the offering
      of
      the Preferred Shares and Depositary Shares and the other transactions
      contemplated in connection therewith, (iv) the authenticity of all documents
      submitted to us as originals, (v) the conformity to originals of all documents
      submitted to us as certified or attested copies or photocopies, (vi) the
      authenticity of the originals of such certified or attested copies and
      photocopies, (vii) the receipt of consideration in return for the issuance
      and
      sale of the Preferred Shares and Depositary Shares as provided in resolutions
      of
      the Board of Directors of the Company authorizing the issuance of the Preferred
      Shares and Depositary Shares, and (viii) the receipt of consideration in return
      for the issuance and sale of all outstanding shares of capital stock of the
      Corporate Subsidiaries as provided in resolutions of the Boards of Directors
      of
      the Corporate Subsidiaries authorizing the issuance of such capital
      stock.

     

    As
      used
      herein, the terms “to our knowledge” and “known to us”, etc., shall mean to the
      actual and conscious knowledge of the attorneys at our firm who have actively
      worked on the offering of the Preferred Shares and Depositary Shares without
      further investigation for purposes of this opinion.

     

    Based
      upon and subject to the foregoing and the other qualifications and limitations
      herein contained, we are of the opinion that:

     

     

    
      
        
        

      

      
        B-2-2

        
          

        

      

      
        
        

      

    

     

    (1) The
      Company and each of the Corporate Subsidiaries has been duly incorporated and
      is
      validly existing as a corporation in good standing under the laws of the State
      of Maryland.

     

    (2) The
      Company and each of the Corporate Subsidiaries has the corporate power and
      authority to own, lease and operate its properties and other assets and to
      conduct the business in which it is engaged or proposes to engage, and the
      Company has the corporate power and authority to enter into and perform its
      obligations under the Purchase Agreement, the Deposit Agreement and the
      Registration Rights Agreement.

     

    (3) The
      Company’s authorized capitalization consists of ten million (10,000,000) shares
      of preferred stock, par value $.01 per share, one hundred million (100,000,000)
      shares of common stock, par value $.01 per share, and sixty-five million
      (65,000,000) shares of excess stock, par value $.01 per share. Other than the
      Preferred Shares, all of the issued and outstanding shares of capital stock
      of
      the Company (the “Outstanding Shares”) have been duly authorized and, assuming
      (i) the Outstanding Shares have been issued in accordance with previously issued
      written opinions of this law firm relating thereto and all applicable
      resolutions, and (ii) receipt of adequate consideration in exchange therefor,
      all of the Outstanding Shares are validly issued, fully paid and nonassessable.
      All one hundred (100) shares of the common stock of FISC subscribed for by
      the
      Company have been duly authorized and, assuming receipt of the consideration
      as
      provided in that certain Written Consent to Action of the Board of Directors
      Without a Meeting dated August 14, 1995 (and the Offering Terms attached thereto
      as Exhibit C),
      are
      validly issued, fully paid and nonassessable. All one million five hundred
      thousand (1,500,000) shares of the 9-1/2% Series A Cumulative Preferred Stock,
      $.01 par value per share, of FISC subscribed for by the Company have been duly
      authorized and, assuming receipt of the consideration as provided in those
      certain Minutes of Special Meeting of the Board of Directors held on November
      13, 1995 (and the Offering Terms attached thereto as Exhibit C),
      are
      validly issued, fully paid and nonassessable. All one thousand (1,000) shares
      of
      the common stock of FIIC subscribed for by the Company have been duly authorized
      and, assuming receipt of the consideration as provided in that certain Written
      Consent to Action of the Board of Directors Without a Meeting dated
      March 13, 1996 (and the Offering Terms attached thereto as Exhibit C),
      are
      validly issued, fully paid and nonassessable. All one hundred (100) shares
      of
      the common stock of FIFC subscribed for by the Company have been duly authorized
      and, assuming receipt of the consideration as provided in that certain Written
      Consent to Action of the Board of the Directors Without a Meeting dated
      June 10, 1994 (and the Offering Terms attached thereto as Exhibit C),
      are
      validly issued, fully paid and nonassessable. All one thousand (1,000) shares
      of
      the common stock of FIMC subscribed for by the Company have been duly authorized
      and, assuming receipt of the consideration as provided in that certain Written
      Consent to Action of the Board of the Directors Without a Meeting dated December
      14, 1995 (and the Offering Terms attached thereto as Exhibit C),
      are
      validly issued, fully paid and nonassessable. All one hundred (100) shares
      of
      the common stock of FIPC subscribed for by the Company have been duly authorized
      and, assuming receipt of the consideration as provided in that certain Written
      Consent to Action of the Board of Directors Without a Meeting dated
      December 22, 1994 (and the Offering Terms attached thereto as Exhibit C),
      are
      validly issued, fully paid and nonassessable. All five hundred (500) shares
      of
      the voting common stock of FIDSI and all nine hundred forty-four thousand nine
      hundred thirty-eight (944,938) shares of non-voting common stock of FIDSI
      subscribed for by the Operating Partnership have been duly authorized and,
      assuming receipt of the consideration as provided in that certain Written
      Consent of the Board of Directors For Action In Lieu of an Organizational
      Meeting dated as of May 22, 1997 (and the Subscription Agreement of same date
      between the Company and FIDSI), are validly issued, fully paid and
      nonassessable.

     

     

    
      
        
        

      

      
        B-2-3

        
          

        

      

      
        
        

      

    

     

    (4) Each
      of
      the Preferred Shares has been duly authorized and assuming receipt of the
      consideration as contemplated by the authorizing resolutions is validly issued,
      fully paid and nonassessable.

     

    (5) The
      terms
      of the Preferred Shares conform in all material respects to all statements
      and
      descriptions related thereto contained in the Articles Supplementary. The form
      of certificate representing the Preferred Shares and, to the extent Maryland
      law
      applies, the Depositary Receipts, are in due and proper form under, and comply
      in all material respects with, all applicable Maryland legal
      requirements.

     

    (6) The
      execution and delivery of each of the Purchase Agreement, the Articles
      Supplementary, the Deposit Agreement and the Registration Rights Agreement
      and
      the performance by the Company of its obligations thereunder and, with respect
      to the Purchase Agreement, the performance by the Company of the obligations
      thereunder in its capacity as general partner of the Operating Partnership,
      have
      been duly and validly authorized by the Company on behalf of itself and, with
      respect to the Purchase Agreement, the Operating Partnership.

     

    (7) The
      execution and delivery of the Purchase Agreement, the Articles Supplementary,
      the Deposit Agreement and the Registration Rights Agreement, the performance
      of
      the obligations and the consummation of the transactions set forth therein
      by
      the Company will not require, to our knowledge, any consent, approval,
      authorization or other order of any Maryland court, regulatory body,
      administrative agency or other Maryland governmental body (except as such may
      be
      required under the Securities Act of 1933 or other federal or state securities
      laws) and did not and do not conflict with or constitute a breach or a violation
      of or default under: (1) the charter or bylaws, as the case may be, of the
      Company; or (2) except with respect to Maryland securities or blue sky laws,
      any
      applicable Maryland law, rule or administrative regulation or any Maryland
      order
      or administrative or court decree known to us, except in each case for
      conflicts, breaches, violations or defaults that in the aggregate would not
      have
      a material adverse effect on the issuance and sale of the Depositary Shares
      or
      the performance by the Company of the obligations set forth in the Purchase
      Agreement, the Deposit Agreement and the Registration Rights
      Agreement.

     

    (8) The
      Company was authorized, as general partner of the Operating Partnership, to
      amend and restate the Operating Partnership’s Eighth Amended and Restated
      Limited Partnership Agreement, as amended to the date hereof (the “Operating
      Partnership Agreement”) by and among the Company and those limited partners
      identified in the Operating Partnership Agreement.

     

    (9) FISC
      was
      duly authorized by written consent of its board of directors dated
      October 19, 1995 to enter into that certain Limited Partnership Agreement
      of First Industrial Securities, L.P.

     

     

    
      
        
        

      

      
        B-2-4

        
          

        

      

      
        
        

      

    

     

    (10) FIIC
      was
      authorized by written consent of its board of directors dated October 18, 1996
      to enter into that certain Limited Partnership Agreement of First Industrial
      Indianapolis, L.P.

     

    (11) FIFC
      was
      duly authorized by written consent of its sole director dated June 22, 1994
      to
      enter into that certain Limited Partnership Agreement by and between FIFC and
      the Operating Partnership.

     

    (12) FIMC
      was
      duly authorized by written consent of its board of directors dated December
      27,
      1995 to enter into that certain Limited Partnership Agreement by and between
      FIMC and the Operating Partnership.

     

    (13) FIPC
      was
      authorized by written consent of its board of directors dated January 26,
      1996 to enter into that certain Limited Partnership Agreement of First
      Industrial Pennsylvania, L.P. (the “Pennsylvania Partnership Agreement”) and by
      written consent of its board of directors dated November 17, 1995 to
      enter
      into that certain First Amendment to the Pennsylvania Partnership
      Agreement.

     

    These
      opinions are based upon currently existing Maryland statutes, rules and
      regulations and on Maryland judicial decisions and are rendered as of the date
      hereof, and we disclaim any obligation to advise you of any change in any of
      the
      foregoing sources of law or subsequent developments in law or changes in facts
      or circumstances which might affect any matters or opinions set forth
      herein.

     

    The
      opinions set forth herein are rendered solely for your use in connection with
      the issuance of the Preferred Shares and may not be relied upon by you for
      any
      other purpose, or furnished to, quoted to, or relied upon by, in whole or in
      part, any other person, firm or corporation for any purpose, without our prior
      written consent. Notwithstanding the preceding sentence, Cahill Gordon &
      Reindel LLP may rely on the opinions set forth herein in providing its opinions
      rendered in connection with the issuance of the Preferred Shares.

    


    


    


     

    Very
      truly yours,


    
      
        
        

      

      
        B-2-5

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-3

     

    Form
      of Opinion of Barack Ferrazzano Kirschbaum Perlman & Nagelberg
      LLP

    


    


    [Date]

    


    


    Wachovia
      Investment Holdings, LLC

    301
      South
      College Street, DC-7

    One
      Wachovia Center

    Charlotte,
      North Carolina 28288

    


    Re: First
      Industrial Realty Trust, Inc.

    


    Ladies
      and Gentlemen:

    


    This
      opinion is being furnished to you pursuant to Section 5(A)
      of the
      Purchase Agreement dated November
      8, 2005
      (the
“Purchase Agreement”) by and among Wachovia Capital Investments, Inc. (the
“Initial Purchaser”), First Industrial, L.P. (the “Operating Partnership”) and
      First Industrial Realty Trust, Inc. (the “Company”), relating to the issuance by
      the Company, and sale to the Initial Purchaser, of 10,000,000
      Series I Depositary Shares (the “Series I
      Shares”), each representing 1/10,000th
      of a
      share of Series I
      Flexible
      Cumulative Redeemable Preferred Stock of the Company, with a liquidation
      preference equivalent to $25.00
      per
      Series I
      Share.
      The
      Series
I
      Shares
      are to
      be issued under a certain Deposit
      Agreement pertaining to the Series I
      Shares
      between the Company,
      EquiServe, Inc.
      and
      EquiServe Trust Company, N.A., as Depositary, pursuant to the Purchase
      Agreement.

     

    We
      have
      acted as special real estate counsel to the Operating Partnership, First
      Industrial Mortgage Partnership, L.P.,
      a
      Delaware limited partnership (“FIMP”), First Industrial Pennsylvania, L.P., a
      Delaware limited partnership (“FIP”), First Industrial Financing Partnership,
      L.P., a Delaware limited partnership (“FIFP”), First Industrial Securities,
      L.P., a Delaware limited partnership (“FISP”), First Industrial Harrisburg,
      L.P., a Delaware limited partnership (“FIHP”), and First Industrial
      Indianapolis, L.P., a Delaware limited partnership (“FIIP”), in their
      acquisitions of various real properties. We have also acted as special real
      estate counsel to the Company, the Operating Partnership, FIMP, FIP, FIFP,
      FISP,
      FIHP and FIIP in connection with that certain Fourth
      Amended
      and Restated Unsecured Revolving Credit Facility, dated as of August
      23, 2005,
      among
      the Operating Partnership, as Borrower, the Company, as Guarantor and General
      Partner, JPMorgan
      Chase Bank, N.A
      as
      Administrative Agent, JPMorgan
      Securities
      Inc. as
      Lead Arranger and Sole Book Runner,
      Wachovia
      Bank, National Association
      as
      Syndication Agent, Commerzbank
      AG, PNC
      Bank,
      National Association and Wells Fargo
      Bank,
      N.A. as Documentation Agents,
      AmSouth
      Bank, The Bank of New York, The Bank of Nova Scotia, Bank of Montreal and
      SunTrust Bank as Co-Agents, and various financial institutions party thereto
      as
      lenders
      (such
      indebtedness is hereinafter referred to as the “Credit Documents”). Furthermore,
      we act as special real estate counsel to both FR Acquisitions, Inc., a Maryland
      corporation and a wholly-owned subsidiary of the
      Company
      (“FRA”), and the Operating Partnership, in the preparation, negotiation and
      execution of various pending agreements of purchase and sale into which FRA
      has
      entered for the purchase of certain real properties (collectively, the “Pending
      Contracts”).

     

     

    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

    

     

    The
      opinions to be expressed herein are subject to the following specific
      qualifications and limitations: Our opinion excludes any matters related to
      the
      laws of any state other than the State of Illinois, specifically including,
      but
      not limited to, Delaware, Maryland and New York. We are rendering no opinion
      on
      any matters of federal securities law, or the securities laws of any state,
      including Illinois; nor are we rendering any opinion on any matters of state,
      federal or local taxation. Additionally, we have not served as corporate or
      partnership counsel for any of the entities named in the second paragraph of
      this opinion, nor do we serve as corporate counsel for any of the corporate
      general partners of any of the partnership entities named in the second
      paragraph of this opinion.

     

    Based
      on
      the foregoing, and subject to qualifications and limitations set forth above
      and
      elsewhere in this opinion, we are of the opinion that:

     

    (i) To
      our
      knowledge, none of the Company, FRA, the Operating Partnership, FIMP, FIP,
      FIFP,
      FISP, FIHP and FIIP, nor any of the Maryland corporations that are each the
      sole
      general partner of one of FIMP, FIP, FIFP, FISP, FIHP and FIIP, respectively
      (collectively, the “Corporate GPs”) is in violation of, or in default in
      connection with the performance or observance of any obligation, agreement,
      covenant or condition contained in, any or all of (a) the Credit Documents
      and
      (b) the Pending Contracts, except in each case for violations or defaults that,
      in the aggregate, are not reasonably expected to have a Material Adverse Effect
      (as defined in the Purchase Agreement).

     

    (ii) The
      execution and delivery of the Purchase Agreement, and the performance of the
      obligations and the consummation of the transactions set forth therein by the
      Company and the Operating Partnership, did not and do not conflict with, or
      constitute a breach or violation of, or a default under (a) any or all of the
      Credit Documents and the Pending Contracts; (b) any applicable law, rule or
      administrative regulation of the federal government (or agency thereof) of
      the
      United States of America; or (c) any order or administrative or court decree
      issued to, or against, or concerning, any or all of the Company, FRA, the
      Operating Partnership, FIMP, FIP, FIFP, FISP, FIHP, FIIP and the Corporate
      GPs
      and about which, in the cases of clauses (b) and (c) above in this paragraph
      (ii), we are aware (it being understood, however, that the opinions in clauses
      (b) and (c) above are made without any independent investigation); except in
      each case for conflicts, breaches, violations or defaults that, in the
      aggregate, would not have a Material Adverse Effect.

     

    (iii) To
      our
      knowledge, there are no legal or governmental proceedings pending or threatened
      that do, or are likely to, have a Material Adverse Effect.

     

     

    
      
        
        

      

      
        B-3-2

        
          

        

      

      
        
        

      

    

     

    (iv) The
      information concerning
      mortgage loans payable set
      forth
      in the Company’s Annual Report on Form 10-K for the year ended December 31,
2004
      under
      Item 7 “Management’s Discussion and Analysis of Financial Condition and Results
      of Operations-Liquidity
      and Capital Resources,”
      to the
      extent that such information constitutes statements of law, descriptions of
      statutes, summaries of principal financing terms of Credit Documents or legal
      conclusions, has been reviewed by us, and is correct in all material respects,
      and presents fairly the information disclosed therein.

     

    Our
      opinions set forth herein are based upon the current status of Illinois law.
      Whenever our opinion is indicated to be “to our knowledge” or “to the best of
      our knowledge,” it should be understood that, during the course of our
      representation (as special real estate counsel) of the Company, the Operating
      Partnership, FRA, FIMP, FIP, FIFP, FISP, FIHP, FIIP and the Corporate GPs,
      we
      have not undertaken any independent investigation to determine the existence
      or
      absence of facts. The words “to our knowledge,” and similar language used in
      certain of the opinions expressed above, are limited to the knowledge of those
      lawyers within our firm who have had primary responsibility for our firm’s work
      on the transactions that are the subject of the Credit Documents and the Pending
      Contracts. In addition, in connection with our opinion expressed in paragraph
      (i) above, we wish to advise you that we are not involved in the day-to-day
      conduct of the business of any or all of the Company, the Partnership
      Subsidiaries and the Corporate Subsidiaries (as those latter two terms are
      defined in the Purchase Agreement) and, accordingly, there may be either or
      both
      facts and contracts of which we are not aware, but which might cause us to
      alter
      the statements made in such paragraph. We are making no undertaking to hereafter
      advise you of any changes in factual or legal matters that might contradict
      the
      opinions set forth herein.

     

    The
      foregoing opinions are limited to the matters expressly stated herein, and
      are
      made solely for the benefit of the Initial Purchaser and the firms of Cahill
      Gordon & Reindel and Hunton & Williams LLP, which latter firms may rely
      on this opinion for purposes of the issuance of their opinions to the Initial
      Purchaser pursuant to the Purchase Agreement. No other party shall be entitled
      to rely on this opinion, and it may not be disclosed, circulated, disseminated
      or quoted from, without the prior written consent of this firm.

     

    


     

    Very
      truly yours,

    


     

    BARACK
      FERRAZZANO KIRSCHBAUM

    PERLMAN
      & NAGELBERG LLP

    


    


    By:_____________________________     

    


    


    


    
      
        
        

      

      
        B-3-3