8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

               Date of earliest event reported: September 11, 1997

                       First Industrial Realty Trust, Inc.
             (Exact name of registrant as specified in its charter)

      Maryland                       1-13102                   36-3935116
(State or other jurisdiction     (Reporting File            (I.R.S. Employer
of organization)                     Number)               Identification No.)

150 N. Wacker Drive, Suite 150
Chicago, Illinois                                                  60606
(Address of principal executive offices)                        (Zip Code)

                                 (312) 704-9000

              (Registrant's telephone number, including area code)








Item 7.  Financial Statements and Exhibits

         Exhibit
         Number   Exhibit

           1      Underwriting Agreement dated September 11, 1997 relating to
                  637,440 shares of Common Stock, par value $.01 per share.






                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                              FIRST INDUSTRIAL REALTY TRUST, INC.


                              By:    /s/ Michael J. Havala
                                       ----------------------------
                                     Name:  Michael J. Havala
                                     Title: Chief Financial Officer, Treasurer
                                               and Secretary


Date:    September 19, 1997






                                  Exhibit Index


Exhibit
Number    Exhibit

    1     Underwriting Agreement dated September 11, 1997 relating to 637,440
          shares of Common Stock, par value $.01 per share.

EX-1

                                 637,440 Shares
                                  Common Stock



                             UNDERWRITING AGREEMENT

                                                              September 11, 1997


Smith Barney Inc.
388 Greenwich Street
New York, New York 10013


Ladies and Gentlemen:

     First Industrial Realty Trust, Inc., a Maryland corporation (the
"Company"), proposes to issue and sell 637,440 shares of common stock of the
Company, par value $.01 per share (the "Shares"), to Smith Barney (the
"Underwriter"). The Underwriter intends to deposit the Shares with the trustee
of The Equity Focus Trusts REIT Portfolio Series, 1997 (the "Trust") a
registered unit investment trust under the Investment Company Act of 1940, as
amended, to which Smith Barney Inc. acts as sponsor and depositor, in exchange
for units in the Trust. The Shares to be outstanding after giving effect to the
sales contemplated hereby are hereinafter referred to as the Common Stock.

     1. Registration Statement and Prospectus. The Company and the Operating
Partnership have prepared and filed with the Securities and Exchange Commission
(the "Commission") in accordance with the provisions of the Securities Act of
1933, as amended, and the rules and regulations of the Commission thereunder
(collectively called the "Act"), a registration statement on Form S-3
(Registration No. 333-21873) including a preliminary prospectus relating to the
registration of the Shares and such other securities which may be offered from
time to time by the Company and/or the Operating Partnership, as the case may
be, in accordance with Rule 415 under the Act. Such registration statement (as
amended, if applicable) was declared effective by the Commission on April 30,
1997. Such registration statement (as amended, if applicable), on the one hand,
and the prospectus constituting a part thereof and the prospectus supplement
relating to the offering of the Shares provided to the Underwriter by the
Company (whether or not such prospectus supplement is required to be filed with
the Commission by the Company pursuant to the Act) (the "Prospectus
Supplement"), on the other hand, including all documents incorporated therein by
reference pursuant to item 12 of Form S-3 under the Act, as from time to time
amended or supplemented pursuant to the Act, the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder
(collectively called the "Exchange Act") are referred to herein as the
"Registration Statement" and the "Prospectus," respectively; provided, however,
that a Prospectus Supplement shall be deemed to have supplemented the Prospectus
only with respect to the offering of the Shares to which it relates. Any
registration statement (including any amendment or supplement thereto or
information which is deemed part thereof) filed by the Company under Rule 462(b)
of the Act (a "Rule 462(b) Registration Statement") shall be deemed to be part
of the "Registration Statement" as defined herein and any prospectus or any term
sheet as contemplated by Rule 434 of the Act (a "Term Sheet") (including any
amendment or supplement thereto or information which is deemed part thereof)
included in such registration statement shall be deemed to be part of the
"Prospectus," as defined herein. All references in this Agreement to financial
statements and schedules and other information which is "contained," "included,"
"described" or "stated" in the Registration Statement or the Prospectus (and all
other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed
to be incorporated by reference in the Registration Statement or Prospectus, as
the case may be; and all references in this Agreement to amendments or
supplements to the Registration Statement or the Prospectus shall be deemed to
mean and include, without limitation, even though not specifically stated, any
document filed under the Exchange Act which is or is deemed to be incorporated
by reference in the Registration Statement or the Prospectus, as the case may
be. Capitalized terms used but not otherwise defined herein shall have the
meanings given to those terms in the Prospectus.






     2. Agreements to Sell and Purchase. On the basis of the representations and
warranties contained in this Agreement, and subject to its terms and conditions,
the Company agrees to issue and sell the Shares and the Underwriter agrees to
purchase from the Company at a price per share of $29.80625 (the "Purchase
Price"), the number of Shares set forth on the cover page hereto.

     3. Terms of Public Offering. The Company is advised by you that the
Underwriter proposes to deposit the Shares with the trustee of the Trust a
registered unit investment trust under the Investment Company Act of 1940, as
amended, to which Smith Barney Inc. acts as sponsor and depositor, in exchange
for units in the Trust (the "Offering") as soon after the execution and delivery
hereof as in your judgment is advisable (and, if necessary, any post-effective
amendment to the Registration Statement).

     4. Delivery and Payment. Delivery to the Underwriter of certificates for,
and payment of the Purchase Price for the Shares shall be made, subject to
Section 9, at 10:00 A.M., New York City time, on the third business day such
other time not later than ten business days after such date as shall be agreed
upon by the Underwriter and the Company (such time and date of payment and
delivery being herein called the "Closing Date") at the offices of Rogers &
Wells, 200 Park Avenue, New York, New York 10166. The Closing Date and the
location of, delivery of and the form of payment for the Shares may be varied by
agreement between you and the Company.

     Certificates for the Shares shall be registered in such names and issued in
such denominations as you shall request in writing not later than two full
business days prior to the Closing Date. Such certificates shall be made
available to you for inspection not later than 9:30 A.M., New York City time, on
the business day next preceding the Closing Date. Certificates in temporary form
evidencing the Shares shall be delivered to you on the Closing Date, with any
transfer taxes thereon duly paid by the Company, for the account of the
Underwriter, against payment of the Purchase Price therefor by intra-bank
transfer or wire transfer of same day funds to such account as may be designated
by the Company at least two business days prior to the Closing Date.

                                      -2-


     5. Agreements of the Company and the Operating Partnership. Each of the
Company and the Operating Partnership severally agrees with you as follows:

          (a) In respect of the offering of Shares, the Company will (i) prepare
     a Prospectus Supplement setting forth the number of Shares covered thereby
     and their terms not otherwise specified in the Prospectus pursuant to which
     the Shares are being issued, the name of the Underwriter participating in
     the offering and the number of Shares which the Underwriter has agreed to
     purchase, the name of the Underwriter acting as co-managers in connection
     with the offering, the price at which the Shares are to be purchased by the
     Underwriter from the Company, the initial public offering price, the
     selling concession and reallowance, if any, and such other information as
     the Underwriter and the Company deem appropriate in connection with the
     offering of the Shares, (ii) file the Prospectus in a form approved by you
     pursuant to Rule 424 under the Securities Act no later than the
     Commission's close of business on the second Business Day following the
     date of determination of the offering price of the Shares and (iii) furnish
     copies of the Prospectus to the Underwriter and to such dealers as you
     shall specify in New York City as soon as practicable after the date of
     this Agreement in such quantities as you may reasonably request.

          (b) At any time when the Prospectus is required to be delivered under
     the Act or the Exchange Act in connection with sales of Shares, the Company
     will advise you promptly and, if requested by you, confirm such advice in
     writing, of (i) the effectiveness of any amendment to the Registration
     Statement (ii) the transmittal to the Commission for filing of any
     Prospectus or other supplement or amendment to the Prospectus to be filed
     pursuant to the Act, (iii) the receipt of any comments from the Commission
     relating to the Registration Statement, any preliminary prospectus relating
     to the Shares, the Prospectus or any of the transactions contemplated by
     this Agreement, (iv) any request by the Commission for post-effective
     amendments to the Registration Statement or amendments or supplements to
     the Prospectus or for additional information, (v) the issuance by the
     Commission of any stop order suspending the effectiveness of the
     Registration Statement or of the suspension of qualification of the Shares
     for offering or sale in any jurisdiction, or the initiation of any
     proceeding for such purposes, and (vi) the happening of any event which
     makes any statement of a material fact made in the Registration Statement
     or the Prospectus untrue or which requires the making of any additions to
     or changes in the Registration Statement or the Prospectus in order to make
     the statements therein not misleading. The Company will make every
     reasonable effort to prevent the issuance of any stop order and if at any
     time the Commission shall issue any stop order suspending the effectiveness
     of the Registration Statement, the Company will make every reasonable
     effort to obtain the withdrawal or lifting of such order at the earliest
     possible time.

                                      -3-


          (c) The Company will furnish to you without charge, such number of
     conformed copies of the Registration Statement as first filed with the
     Commission and of each amendment to it, including all exhibits and
     documents incorporated by reference therein, and to furnish to you such
     number of conformed copies of the Registration Statement as so filed and of
     each amendment to it and document incorporated by reference therein, as you
     may reasonably request. If applicable, the copies of the Registration
     Statement and each amendment thereto furnished to the Underwriter will be
     identical to the electronically transmitted copies thereof filed with the
     Commission pursuant to EDGAR, except to the extent permitted by Regulation
     S-T.

          (d) At any time when the Prospectus is required to be delivered under
     the Act or the Exchange Act in connection with sales of Shares, not to file
     any amendment to the Registration Statement or any Rule 462(b) Registration
     Statement or to make any amendment or supplement to the Prospectus or any
     Term Sheet, if applicable, of which you shall not previously have been
     advised or to which you or counsel for the Underwriter shall reasonably
     object; and to prepare and file with the Commission, promptly upon your
     reasonable request, any amendment to the Registration Statement, Rule
     462(b) Registration Statement, Term Sheet, or amendment or supplement to
     the Prospectus which, in the opinion of counsel for the Underwriter, may be
     necessary in connection with the distribution of the Shares by you, and to
     use its best efforts to cause the same to become promptly effective. If
     applicable, the Prospectus and any amendments or supplements thereto
     furnished to the Underwriter will be identical to the electronically
     transmitted copies thereof filed with the Commission pursuant to EDGAR,
     except to the extent permitted by Regulation S-T.

          (e) If, at any time when the Prospectus is required to be delivered
     under the Act or the Exchange Act in connection with sales of Shares, any
     event shall occur as a result of which, in the opinion of counsel for the
     Underwriter, it becomes necessary to amend or supplement the Prospectus in
     order to make the statements therein, in the light of the circumstances
     existing when the Prospectus is delivered to a purchaser, not misleading,
     or if it is necessary to amend or supplement the Prospectus to comply with
     any law, the Company will forthwith prepare and file with the Commission an
     appropriate amendment or supplement to the Prospectus (in form and
     substance reasonably satisfactory to counsel for the Underwriter) so that
     the statements in the Prospectus, as so amended or supplemented, will not
     contain 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 existing when it is so delivered, not misleading, or so that
     the Prospectus will comply with any law, and to furnish to the Underwriter
     and to such dealers as you shall specify, such number of copies thereof as
     such Underwriter or dealers may reasonably request.

                                      -4-


          (f) The Company will use its best efforts, in cooperation with the
     Underwriter, to qualify, register or perfect exemptions for the Shares for
     offer and sale by the Underwriter under the applicable state securities or
     Blue Sky laws and real estate syndication laws of such jurisdictions as you
     may reasonably request; provided, however, the Company will not be required
     to qualify as a foreign corporation, file a general consent to service of
     process in any such jurisdiction, subject itself to taxation in respect of
     doing business in any jurisdiction in which it is not otherwise so subject,
     or provide any undertaking or make any change in its charter or by-laws
     that the Board of Directors of the Company reasonably determines to be
     contrary to the best interests of the Company and its stockholders. In each
     jurisdiction in which the Shares have been so qualified or registered, the
     Company will use all reasonable efforts to file such statements and reports
     as may be required by the laws of such jurisdiction, to continue such
     qualification or registration in effect for so long a period as the
     Underwriter may reasonably request for the distribution of the Shares and
     to file such consents to service of process or other documents as may be
     necessary in order to effect such qualification or registration; provided,
     however, the Company will not be required to qualify as a foreign
     corporation, file a general consent to service of process in any such
     jurisdiction, subject itself to taxation in respect of doing business in
     any jurisdiction in which it is not otherwise so subject, or provide any
     undertaking or make any change in its charter or by-laws that the Board of
     Directors of the Company reasonably determines to be contrary to the best
     interests of the Company and its stockholders.

          (g) To make generally available to the Company's stockholders as soon
     as reasonably practicable but not later than sixty (60) days after the
     close of the period covered thereby (ninety (90) days in the event the
     close of such period is the close of the Company's fiscal year), an
     earnings statement (in form complying with the provisions of Rule 158 of
     the Act) covering a period of at least twelve (12) months after the
     effective date of the Registration Statement (but in no event commencing
     later than ninety (90) days after such date) which shall satisfy the
     provisions of Section 11(a) of the Act, and, if required by Rule 158 of the
     Act, to file such statement as an exhibit to the next periodic report
     required to be filed by the Company under the Exchange Act covering the
     period when such earnings statement is released.

                                      -5-


          (h) During the period of five years after the date of this Agreement,
     the Company will furnish to you as soon as available (x) a copy of each
     regular and periodic report, financial statement or other publicly
     available information of the Company and any of its subsidiaries mailed to
     the holders of the Shares or filed with the Commission or any securities
     exchange and (y) such other publicly available information concerning the
     Company and any of its Subsidiaries as you may reasonably request.

          (i) During the period when the Prospectus is required to be delivered
     under the Act or the Exchange Act in connection with sales of the Shares,
     to file all documents required to be filed by it with the Commission
     pursuant to Section 13, 14 or 15 of the Exchange Act within the time
     periods required by the Exchange Act.

          (j) The Company will pay all costs, expenses, fees and taxes incident
     to (i) the preparation, printing, filing and distribution under the Act of
     the Registration Statement and any amendment thereto (including financial
     statements and exhibits), the Prospectus and all amendments and supplements
     to any of them prior to or during the period specified in paragraph 5(c),
     (ii) the printing and delivery of this Agreement and the Blue Sky
     Memorandum, (iii) the qualification or registration of the Shares for offer
     and sale under the securities, Blue Sky laws or real estate syndication
     laws of the several states in accordance with Section 5(g) hereof, (iv) the
     fee of and the filings and clearance, if any, with the National Association
     of Securities Dealers, Inc. (the "NASD") in connection with the Offering,
     (v) the fee of and the listing of the Shares on the New York Stock
     Exchange, Inc. ("NYSE"), (vi) furnishing such copies of the Registration
     Statement, the Prospectus and all amendments and supplements thereto as may
     be requested for use in connection with the offering or sale of the Shares
     by the Underwriter or by dealers to whom Shares may be sold, (vii) the
     preparation, issuance and delivery of certificates for the Shares to the
     Underwriter, (viii) the costs and charges of any transfer agent or
     registrar, (ix) any transfer taxes imposed on the sale by the Company of
     the Shares to the Underwriter and (x) the fees and disbursements of the
     Company's counsel and accountants.

          (k) The Company will use its best efforts to maintain the listing of
     the Shares on the NYSE for a period of two years after the Closing Date and
     thereafter unless the Company's Board of Directors determines that it is no
     longer in the best interests of the Company for the Shares to continue to
     be so listed.

          (l) The Company will use its best efforts to do and perform all things
     required to be done and performed under this Agreement by the Company prior
     to the Closing Date and to satisfy all conditions precedent to the delivery
     of the Shares.

                                      -6-


          (m) The Company will use the net proceeds received by it from the sale
     of the Shares in the manner specified in the Prospectus Supplement under
     "Use of Proceeds."

          (n) The Company will use its best efforts to continue to qualify as a
     "real estate investment trust" ("REIT") under Sections 856 through 860 of
     the Internal Revenue Code of 1986, as amended (the "Code"), unless the
     Company's Board of Directors determines that it is no longer in the best
     interests of the Company to be so qualified.

          (o) The Company will not at any time, directly or indirectly, take any
     action intended, or which might reasonably be expected, to cause or result
     in, or which will constitute, stabilization of the price of the Shares to
     facilitate the sale or resale of any of the Shares in violation of the Act.

     6. Representations and Warranties of the Company and the Operating
Partnership. The Company and the Operating Partnership, jointly and severally,
represent and warrant to the Underwriter as of the date hereof and the Closing
Date that:

          (a) The Company and the Operating Partnership meet the requirements
     for use of Form S-3, and the Registration Statement has been declared
     effective by the Commission.

          (b) The Registration Statement and the Prospectus, including the
     financial statements, schedules and related notes included in the
     Prospectus and, if applicable, any Term Sheet to the Prospectus, as of the
     date hereof and at the time the Registration Statement became effective,
     and when any post-effective amendment to the Registration Statement or Rule
     462(b) Registration Statement becomes effective or any amendment or
     supplement to the Prospectus is filed with the Commission, did or will
     comply in all material respects with all applicable provisions of the Act
     and will contain all statements required to be stated therein in accordance
     with the Act. The Prospectus, including the financial statements, schedules
     and related notes included or incorporated by reference in the Prospectus,
     and if applicable, any Term Sheet to the Prospectus, as of the date hereof
     and at the time the Registration Statement became effective, and at the
     Closing Date, and when any post-effective amendment to the Registration
     Statement or Rule 462(b) Registration Statement becomes effective or any
     amendment or supplement to the Prospectus is filed with the Commission, did
     or will comply in all material respects with all applicable provisions of
     the Act and will contain all statements required to be stated therein in
     accordance with the Act. On the date the Registration Statement was
     declared effective, on the date hereof, on the date of filing of any Rule
     462(b) Registration Statement and on the Closing Date no part of the
     Registration Statement or any amendment did or will contain an untrue

                                      -7-


     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary in order to make the statements therein not
     misleading. On the date the Registration Statement was declared effective,
     on the date hereof, as of its date, on the date of filing of any Rule
     462(b) Registration Statement and at the Closing Date, the Prospectus did
     not and will not contain an untrue statement of a material fact or omit to
     state a material fact necessary to make the statements therein, in light of
     the circumstances under which they were made, not misleading. If a Rule
     462(b) Registration Statement is filed in connection with the offering and
     sale of the Shares, the Company will have complied or will comply with the
     requirements of Rule 111 under the Act relating to the payment of filing
     fees therefor. The foregoing representations and warranties in this Section
     6(b) do not apply to any statements or omissions made in reliance on and in
     conformity with information relating to the Underwriter furnished in
     writing to the Company by the Underwriter specifically for inclusion in the
     Registration Statement or Prospectus or any amendment or supplement
     thereto. The Company has not distributed, and prior to the later of the
     Closing Date and the completion of the distribution of the Shares, will not
     distribute, any offering material in connection with the offering or sale
     of the Shares other than the Registration Statement, the Prospectus or any
     other materials, if any, permitted by the Act (which were disclosed to the
     Underwriter and Underwriter's counsel).

          (c) Each 462(b) Registration Statement, if any, will comply when so
     filed in all material respects with all applicable provisions of the Act;
     will not contain an untrue statement of a material fact or omit to state a
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; and the
     Prospectus delivered to the Underwriter for use in connection with the
     offering of Shares will, at the time of such delivery, be identical to the
     electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T.

          (d) The documents incorporated or deemed to be incorporated by
     reference in the Prospectus pursuant to Item 12 of Form S-3 under the Act,
     at the time they were, or hereafter are, filed with the Commission,
     complied and will comply in all material respects with the requirements of
     the Exchange Act, and, when read together with other information included
     and incorporated by reference in the Prospectus, at the time the
     Registration Statement became effective, as of the date of the Prospectus,
     and as of the Closing Date, or during the period specified in Section 5(c)
     did not and will not include an untrue statement of a material fact or omit
     to state a material fact necessary to make the statements therein, in the
     light of the circumstances under which they were made, not misleading. The
     foregoing representations and warranties in this Section 6(d) do not apply
     to any statements or omissions made in reliance on and in conformity with
     information relating to the Underwriter furnished in writing to the Company
     by the Underwriter specifically for inclusion in the Registration Statement
     or Prospectus or any amendment or supplement thereto.

                                      -8-


          (e) The Company has been duly organized and is validly existing as a
     corporation 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. Each of the Operating Partnership, 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
     Indianapolis, L.P. ("FII"), First Industrial Harrisburg, L.P. ("FIH"),
     First Industrial Development Services Group, L.P. ("DSG") and First
     Industrial Pennsylvania Partnership, L.P. ("FIP") (the Operating
     Partnership, the Financing Partnership, Securities, L.P., the Mortgage
     Partnership, FII, FIH, DSG and FIP 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 Finance Corporation
     ("FIFC"), First Industrial Mortgage Corporation ("FIM"), First Industrial
     Pennsylvania Corporation ("FIPC"), First Industrial Indianapolis
     Corporation ("FIIC"), First Industrial Harrisburg Corporation ("FIHC"), FI
     Development Services Corporation ("FIDSG"), FR Acquisitions, Inc. ("FRA"),
     First Industrial Management Corporation ("FIMC," and together with FISC,
     FIFC, FIM, FIPC, FIIC, FIHM, FIDSG and FRA are referred to collectively
     herein as the "Corporate Subsidiaries," and the Partnership Subsidiaries
     and the Corporate Subsidiaries are referred to herein collectively as the
     "Subsidiaries"), 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 organization. Other than the Corporate Subsidiaries and the
     Partnership 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 promulgated under the
     Exchange Act. The Company is the sole general partner of the Operating
     Partnership. 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 FII. FIDSG is a wholly-owned subsidiary of the Company
     and is the sole general partner of DSG. The Operating Partnership is the
     sole limited partner of each Partnership Subsidiary (except for Securities,
     L.P.). The Company and each of the Subsidiaries has, and at the Closing
     Date will have, full corporate or 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 as
     described in the Registration Statement or the Prospectus and the
     transactions contemplated hereby and thereby. The Company and each of the
     Corporate Subsidiaries is, and at the 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 Company and its
     Subsidiaries, taken as whole or on the 453 in service properties owned,
     directly or indirectly, by the Company as of June 30, 1997 (the
     "Properties"), (ii) the issuance, validity or enforceability of the shares
     or (iii) the consummation of any of the transactions contemplated by this

                                      -9-


     Agreement (a "Material Adverse Effect"), which jurisdictions of foreign
     qualification or registration are attached on Schedule I hereto. Each of
     the Partnership Subsidiaries is, and at the 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 qualifications or registration will not have a
     Material Adverse Effect, which jurisdictions of foreign qualification or
     registration are attached on Schedule II hereto. Complete and correct
     copies of the articles of incorporation and of the by-laws of the Company
     and the charter documents, partnership agreements and other organizational
     documents of the Subsidiaries and all amendments thereto as have been
     requested by the Underwriter or its counsel have been delivered to the
     Underwriter or its counsel.

          (f) 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, 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 have been duly authorized for issuance and
     sale to the Underwriter pursuant to this Agreement and, when validly issued
     and delivered pursuant to this Agreement against payment of the Purchase
     Price, will be duly authorized, validly issued, fully paid and
     non-assessable and will not be subject to any preemptive or similar right
     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 have been duly authorized for listing
     on the NYSE, subject to official notice of issuance. The description of the
     Shares, and the statements related thereto, contained in the Registration
     Statement or the Prospectus are, and at the Closing Date, will be, complete
     and accurate in all material respects. Upon payment of the Purchase Price
     and delivery of certificates representing the Shares in accordance
     herewith, the Underwriter 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
     to be used to evidence the Shares will be in due and proper form and will
     comply, in all material respects, with all applicable legal requirements
     and the requirements of the NYSE. No shares of common or preferred stock of
     the Company are reserved for any purpose other than securities to be issued
     pursuant to this Agreement and except as disclosed in the Prospectus.

                                      -10-



          (g) As of the Closing Date, the partnership agreement of the Operating
     Partnership will have been duly authorized, executed and delivered by the
     Company, as the general partner and as a limited partner and the
     partnership agreement of each Partnership Subsidiary, other than the
     Operating Partnership, will have been duly authorized, validly executed and
     delivered by each partner thereto and is valid, legally binding and
     enforceable in accordance with its terms 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; immediately following the Closing Date,
     all of the issued and outstanding shares of capital stock of each Corporate
     Subsidiary will have been duly authorized and are validly issued, fully
     paid and non-assessable and (except as described in the Prospectus) will be
     owned directly or indirectly by the Company or the Operating Partnership,
     free and clear of all security interests, liens and encumbrances, (except
     for pledges in connection with the loan agreements of the Company and the
     Subsidiaries) and all of the partnership interests in each Partnership
     Subsidiary will have been duly authorized and validly issued, fully paid
     and (except as described in the Prospectus) will be owned directly or
     indirectly by the Company or the Operating Partnership, free and clear of
     all security interests, liens and encumbrances (except for pledges in
     connection with the loan agreements of the Company and the Subsidiaries).

          (h) The financial statements, supporting schedules and related notes
     included, or incorporated by reference, in the Registration Statement and
     the Prospectus 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 disclosed in the Prospectus. The
     financial information and data included or incorporated by reference in the
     Registration Statement and the Prospectus present fairly the information
     included or incorporated by reference therein and have been prepared on a
     basis consistent, except as may be noted therein, with that of the
     financial statements, schedules and notes included or incorporated by
     reference in the Registration Statement and the Prospectus and the books
     and records of the respective entity or entities or group presented or
     included therein. Except as otherwise noted in the Prospectus, pro forma
     and/or as adjusted financial information included in the Prospectus has

                                      -11-


     been prepared in accordance with the applicable requirements of the Act and
     the American Institute of Certified Public Accountants ("AICPA") 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 or incorporated by reference therein at the
     respective dates indicated and the results of operations and cash flows for
     the respective periods specified. The Company's ratio of earnings to fixed
     charges and preferred dividend requirements included in the Prospectus and
     in Exhibit 12 to the Registration Statement have been calculated in
     compliance with Item 503(d) of Regulation S-K of the Commission. No other
     financial statements (or schedules) of the Company, or any predecessor of
     the Company, are required by the Act or the Exchange Act to be included in
     the Registration Statement or the Prospectus. Coopers & Lybrand L.L.P. (the
     "Accountants") who have reported on such financial statements, schedules
     and related notes, are independent public accountants with respect to the
     Company as required by the Act.

          (i) Subsequent to the respective dates as of which information is
     given in the Registration Statement and the Prospectus and prior to the
     Closing Date, (i) there has not been and will not have been, except as set
     forth in or contemplated by the Registration Statement and the Prospectus,
     any change in the capitalization, long term or short term debt or in the
     capital stock or equity of the Company or any of its Subsidiaries which
     would be material to the Company and its Subsidiaries considered as one
     enterprise (anything which would be material to the Company and its
     Subsidiaries, considered as one enterprise, being hereinafter referred to
     as "Material"), (ii) except as described in the Prospectus, neither the
     Company nor any of its 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, other than pursuant to this Agreement and the
     transactions referred to herein or as contemplated in the Prospectus, which
     would be Material, (iii) there has not been any Material Adverse Effect,
     and (iv) except for regular quarterly distributions on the Company's shares
     of common stock, par value $0.01 per share (the "Common Stock"), and the
     dividends on the shares of the Company's (a) Series A Preferred Stock, par
     value $.01 per share (the "Series A Preferred Stock"); (b) Depositary
     Shares each representing 1/100 of a Share of 8 3/4 Series B Preferred Stock
     (the "Series B Preferred Stock"); and (c) Depositary Shares each
     representing 1/100 of a Share of 8_ Series C Preferred Stock (the "Series C
     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.

                                      -12-


          (j) Neither the Company nor any of its Subsidiaries is, or as of the
     Closing Date will be, required to be registered under the Investment
     Company Act of 1940, as amended (the "1940 Act").

          (k) To the knowledge of the Company, except as set forth in the
     Registration Statement and the Prospectus, there are no actions, suits,
     proceedings, investigations or inquiries pending or, after due inquiry,
     threatened against or affecting the Company or any of its 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.

          (l) The Company and each of its Subsidiaries (i) has, and at the
     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 Prospectus 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) is not,
     and at the 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 Company
     and each of its 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. Neither the Company nor any of its Subsidiaries is, nor at the
     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.

          (m) 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 Shares hereunder except such as have been obtained under the Act and
     the Exchange Act and 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 interest rule of the NASD or the
     requirements of the NYSE in connection with the purchase and distribution
     by the Underwriter of the Shares or such as have been received prior to the
     date of this Agreement, and except for the filing of this Agreement with
     the Commission as an exhibit to a Form 8-K, which the Company agrees to
     make in a timely manner.

                                      -13-


          (n) The Company and the Operating Partnership have full corporate or
     partnership power, as the case may be, to enter into this Agreement, 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, to the extent each is a party thereto and constitutes a valid
     and binding agreement of the Company and the Operating Partnership, to the
     extent each is a party thereto, and assuming due authorization, execution
     and delivery by the Underwriter, is enforceable, against the Company and
     the Operating Partnership, to the extent each is a Party thereto, 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
     and the consummation of the transactions contemplated hereby and the
     compliance by each of the Company and the Subsidiaries with their
     obligations hereunder, will not result in the creation or imposition of any
     lien, charge or encumbrance upon any of the assets or properties of the
     Company or any of its 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, partnership
     agreement or other organizational documents of the Company or any of its
     Subsidiaries, any Contract or Other Agreement to which the Company or any
     of its Subsidiaries is a party or by which the Company or any of its
     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 Company
     or any of its 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.

          (o) As of the Closing Date, the Company and each of its subsidiaries
     will have good and marketable title to all Material properties and assets
     described in the Prospectus as owned by it, free and clear of all liens,
     encumbrances, claims, security interests and defects, except such as are
     described in the Registration Statement or the Prospectus, or such as
     secure the loan facilities of the Company and the Subsidiaries, or would
     not result in a Material Adverse Effect.

                                      -14-


          (p) To the knowledge of the Company: (i) no lessee of any portion of
     the Properties is in default under any of the leases governing such
     properties and there is no event which, but for the passage of time or the
     giving of notice, or both, would constitute a default under any of such
     leases, except in each case such defaults that would not have a Material
     Adverse Effect; (ii) the current use and occupancy of each of the
     Properties complies in all material respects with all applicable codes and
     zoning laws and regulations, except for such failures to comply which would
     not individually or in the aggregate have a Material Adverse Effect; and
     (iii) there is no pending or threatened condemnation, zoning change,
     environmental or other proceeding or action that will in any material
     respect affect the size of, use of, improvements on, construction on, or
     access to the Properties except such proceedings or actions that would not
     have a Material Adverse Effect.

          (q) The Company and the Partnership Subsidiaries have property, title,
     casualty and liability insurance in favor of 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 Company and the Partnership Subsidiaries except in such
     instances where the tenant is carrying such insurance or the tenant is
     self-insuring such risks.

          (r) Except as disclosed in the Prospectus, and, except for activities,
     conditions, circumstances or matters that would not have a Material Adverse
     Effect; (A) to the knowledge of the Company and its Subsidiaries, after due
     inquiry, the operations of the Company and its 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; (B) to the knowledge
     of the Company and its Subsidiaries, after due inquiry, none of the Company
     or its 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
     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; (C) none of the
     Company or its 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; (D)
     none of the Company or its 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 (E) no Property is included or, to the
     knowledge of the Company and its 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 Company and its 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.

                                      -15-


          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, PCBs, 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.
     ss. 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. ss.
     9601 et seq.) ("CERCLA"), the Resource Conservation and Recovery Act of
     1976, as amended (42 U.S.C. ss. 6901, et seq.), the Clean Air Act, as
     amended (42 U.S.C. ss. 7401, et seq.), the Clean Water Act, as amended (33
     U.S.C. ss. 1251, et seq.), the Toxic Substances Control Act, as amended (15
     U.S.C. ss. 2601, et seq.), the Occupational Safety and Health Act of 1970,
     as amended (29 U.S.C. ss. 651, et seq.), the Hazardous Materials
     Transportation Act, as amended (49 U.S.C. ss. 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.

          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 Company or any of its Subsidiaries, and none of them nor
     any of their directors, officers or employees is connected with the Company
     or any of its Subsidiaries as a promoter, selling agent, voting trustee,
     director, officer or employee.

                                      -16-


          (s) The Company and its Subsidiaries are organized and operate in a
     manner so as to qualify as a real estate investment trust (the "REIT")
     under Sections 856 through 860 of the Code, as amended (the "Code"), and
     have elected to be taxed as a REIT under the Code commencing with the
     taxable year ending December 31, 1994. The Company and its Subsidiaries
     intend to continue to qualify as a REIT for the foreseeable future.

          (t) There is no document or contract of a character required to be
     described or referred to in the Registration Statement or the Prospectus or
     to be filed as an exhibit to the Registration Statement which is not
     described or filed as required, except for the filing of this Agreement
     with the Commission as an exhibit to a Form 8-K, which the Company agrees
     to make in a timely manner, and the descriptions thereof or references
     thereto are accurate in all material respects.

          (u) On the Closing Date, the Shares will be duly authorized for
     listing on the NYSE subject to official notice of issuance.

          (v) None of the Company or any of its Subsidiaries is involved in any
     labor dispute nor, to the knowledge of the Company or its Subsidiaries,
     after due inquiry, is any such dispute threatened which would have a
     Material Adverse Effect.

          (w) The Company and its 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 Prospectus. To the knowledge of the Company,
     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 Company and its Subsidiaries, of
     such trademarks and trade names does not, to the Company's knowledge,
     infringe on the rights of any person.

          (x) The Company and each of its Subsidiaries has filed all federal,
     state, local and foreign income tax returns which have been 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.

          (y) Each of the Partnership Subsidiaries is properly treated as a
     partnership for federal income tax purposes and not as a "publicly traded
     partnership."

                                      -17-


          (z) No relationship, direct or indirect, exists between or among the
     Company or the Subsidiaries on the one hand, and the directors, officers,
     stockholders, customers or suppliers of the Company or the Subsidiaries on
     the other hand, which is required by the Act to be described in the
     Registration Statement and the Prospectus which is not so described;

          (aa) The Company has not taken and will not take, directly or
     indirectly, any action designed to, or that might be reasonably expected
     to, cause or result in stabilization or manipulation of the price of the
     Shares, and the Company has not distributed and have agreed not to
     distribute any prospectus or other offering material in connection with the
     offering and sale of the Shares other than the Prospectus, any preliminary
     prospectus filed with the Commission or other material permitted by the
     Securities Act (which were disclosed to you and your counsel);

          (ab) 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, 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;

          (ac) No stop order suspending the effectiveness of the Registration
     Statement or any part thereof has been issued and no proceeding for that
     purpose has been instituted, or to the knowledge of the Company, threatened
     by the Commission or by the state securities authority of any jurisdiction.
     No order preventing or suspending the use of the Prospectus has been issued
     and no proceeding for that purpose has been instituted or, to the knowledge
     of the Company, threatened by the Commission or by the state securities
     authority of any jurisdiction; and

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

                                      -18-


     7. Indemnification and Contribution. (a) The Company agrees to indemnify
and hold harmless the Underwriter and each person, if any, who controls the
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation) arising out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus or in any amendment or
supplement thereto, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements not misleading, except insofar as such losses,
claims, damages, liabilities or expenses arise out of or are based upon any
untrue statement or omission or alleged untrue statement or omission which has
been made therein or omitted therefrom in reliance upon and in conformity with
the information relating to the Underwriter furnished in writing to the Company
by or on behalf of the Underwriter through you expressly for use in connection
therewith; provided, however, that the indemnification contained in this
paragraph (a) with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter (or to the benefit of any person controlling such
Underwriter) on account of any such loss, claim, damage, liability or expense
arising from the sale of the Shares by such Underwriter to any person if a copy
of the Prospectus shall not have been delivered or sent to such person within
the time required by the Act and the regulations thereunder, and the untrue
statement or alleged untrue statement or omission or alleged omission of a
material fact contained in such preliminary prospectus was corrected in the
Prospectus, provided that the Company has delivered the Prospectus to the
Underwriter in requisite quantity on a timely basis to permit such delivery or
sending. The foregoing indemnity agreement shall be in addition to any liability
which the Company may otherwise have.

     (b) If any action, suit or proceeding shall be brought against the
Underwriter or any person controlling the Underwriter in respect of which
indemnity may be sought against the Company, the Underwriter or such controlling
person shall promptly notify the Company and the Company shall assume the
defense thereof, including the employment of counsel and payment of all fees and
expenses. The Underwriter or any such controlling person shall have the right to
employ separate counsel in any such action, suit or proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Underwriter or such controlling person unless (i)
the Company has agreed in writing to pay such fees and expenses, (ii) the
Company has failed to assume the defense and employ counsel, or (iii) the named
parties to any such action, suit or proceeding (including any impleaded parties)
include both the Underwriter or such controlling person and the Company and the
Underwriter or such controlling person shall have been advised by its counsel
that representation of such indemnified party and the Company by the same
counsel would be inappropriate under applicable standards of professional

                                      -19-


conduct (whether or not such representation by the same counsel has been
proposed) due to actual or potential differing interests between them (in which
case the Company shall not have the right to assume the defense of such action,
suit or proceeding on behalf of the Underwriter or such controlling person). It
is understood, however, that the Company shall, in connection with any one such
action, suit or proceeding or separate but substantially similar or related
actions, suits or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for the Underwriter and controlling persons not having
actual or potential differing interests with you or among themselves, which firm
shall be designated in writing by Smith Barney Inc., and that all such fees and
expenses shall be reimbursed as they are incurred. The Company shall not be
liable for any settlement of any such action, suit or proceeding effected
without its written consent, but if settled with such written consent, or if
there be a final judgment for the plaintiff in any such action, suit or
proceeding, the Company agrees to indemnify and hold harmless the Underwriter,
to the extent provided in the preceding paragraph, and any such controlling
person from and against any loss, claim, damage, liability or expense by reason
of such settlement or judgment.

     (c) The Underwriter agrees to indemnify and hold harmless the Company, its
directors, its officers who sign the Registration Statement, and any person who
controls the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, to the same extent as the foregoing indemnity from the
Company to the Underwriter, but only with respect to information relating to
such Underwriter furnished in writing by or on behalf of such Underwriter
through you expressly for use in the Registration Statement, the Prospectus or
any Preliminary Prospectus, or any amendment or supplement thereto. If any
action, suit or proceeding shall be brought against the Company, any of its
directors, any such officer, or any such controlling person based on the
Registration Statement, the Prospectus or any preliminary prospectus, or any
amendment or supplement thereto, and in respect of which indemnity may be sought
against any Underwriter pursuant to this paragraph (c), such Underwriter shall
have the rights and duties given to the Company by paragraph (b) above (except
that if the Company shall have assumed the defense thereof, such Underwriter
shall not be required to do so, but may employ separate counsel therein and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the Underwriter's expense), and the Company, its directors, any such
officer, and any such controlling person shall have the rights and duties given
to the Underwriter by paragraph (b) above. The foregoing indemnity agreement
shall be in addition to any liability which the Underwriter may otherwise have.

                                      -20-


     (d) If the indemnification provided for in this Section 7 is unavailable to
an indemnified party under paragraphs (a) or (c) hereof in respect of any
losses, claims, damages, liabilities or expenses referred to therein, then an
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company on
the one hand and the Underwriter on the other hand from the offering of the
Shares, or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriter on the other in connection with
the statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriter on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received by the
Underwriter, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company on the one hand and the
Underwriter on the other hand 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 on the one hand or by the Underwriter on the other hand
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     (e) The Company and the Underwriter agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by a pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities and expenses referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating any claim or defending any such action, suit or proceeding.
Notwithstanding the provisions of this Section 7, the Underwriter shall not be
required to contribute any amount in excess of the amount by which the total
price of the Shares underwritten by it and distributed to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

                                      -21-


     (f) No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action,
suit or proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such action, suit or proceeding.

     (g) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of the Underwriter or any person controlling
the Underwriter, the Company, its directors or officers, or any person
controlling the Company, (ii) acceptance of any Shares and payment therefor
hereunder, and (iii) any termination of this Agreement. A successor to the
Underwriter or any person controlling the Underwriter, or to the Company, its
directors or officers, or any person controlling the Company, shall be entitled
to the benefits of the indemnity, contribution and reimbursement agreements
contained in this Section 7.

     8. Conditions of Underwriter's Obligations. The several obligations of the
Underwriter to purchase the Shares under this Agreement are subject to the
satisfaction of each of the following conditions:

     (a) All the representations and warranties of the Company and the Operating
Partnership contained in this Agreement shall be true and correct, in all
material respects, on the Closing Date, with the same force and effect as if
made on and as of the Closing Date; to the knowledge of the Company and the
Operating Partnership, such representations and warranties were true and
correct, in all Material respects, as of the date of this Agreement and on the
Closing Date.

     (b) The Registration Statement, including any Rule 462(b) Registration
Statement, has become effective under the Act; the Prospectus shall have been
filed with the Commission pursuant to Rule 424(b) within the applicable time
period prescribed for such filing by such Rule; no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been commenced or shall be pending
before or threatened by the Commission to the knowledge, after due inquiry, of
the Company. No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been commenced or shall be pending before or threatened by the state securities
authority of any jurisdiction, to the knowledge of the Company.

                                      -22-


     (c) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus there shall not have been any material
adverse change in the capital stock, partners' equity or long-term debt of the
Company, the Operating Partnership or any of the Subsidiaries on a consolidated
basis, except as described or contemplated in the Prospectus, or any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, business, prospects, management,
properties, financial position, stockholders' equity, partners' equity or
results of operations of the Company, the Operating Partnership and the
Subsidiaries, taken as a whole, otherwise than as set forth or contemplated in
the Prospectus, the effect of which in your judgment makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the Shares on
the terms and in the manner contemplated in the Prospectus; and other than as
set forth in the Prospectus, no proceedings shall be pending or, to the
knowledge of the Company, after due inquiry, threatened against the Operating
Partnership or the Company or any Property before or by any federal, state or
other commission, board or administrative agency, where an unfavorable decision,
ruling or finding could reasonably be expected to result in a Material Adverse
Effect;

     (d) You shall have received on and as of the Closing Date a certificate
signed by the Chairman of the Board of Directors or President or Chief Executive
Officer of the Company and the Chief Financial or Accounting Officer of the
Company, in their capacities as officers of the Company, on behalf of the
Company for itself and as general partner of the Operating Partnership,
satisfactory to you, to the effect set forth in subsections (a) through (d) of
this Section;

     (e) You shall have received on the Closing Date an opinion (satisfactory to
you and counsel for the Underwriter), dated the Closing Date, of Cahill Gordon &
Reindel, counsel for the Company and the Operating Partnership, to the effect
that:

          (i) The Company is duly qualified or registered as a foreign
     corporation to transact business and is in good standing in each
     jurisdiction identified with an asterisk in Schedule I hereto. Each of the
     Corporate Subsidiaries is duly qualified or registered as a foreign
     corporation to transact business and is in good standing in each
     jurisdiction identified with an asterisk in Schedule I hereto.

          (ii) Each of 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. Each of the Partnership Subsidiaries has all
     requisite partnership power and authority to own, lease and operate its
     properties and other assets, to conduct the business in which it is engaged
     and proposes to engage, in each case, as described in the Prospectus, and
     the Operating Partnership has the partnership power to enter into and
     perform its obligations under this Agreement. Each of the Partnership
     Subsidiaries is duly qualified or registered as a foreign partnership and
     is in good standing in each jurisdiction identified with an asterisk in
     Schedule I hereto.

          (iii) To the knowledge of such counsel, no shares of preferred stock
     of the Company are reserved for any purpose. To the knowledge of such
     counsel, there are no outstanding securities convertible into or
     exchangeable for any preferred stock of the Company and no outstanding
     options other than as provided in this Agreement, rights (preemptive or
     otherwise) or warrants to purchase or to subscribe for shares of preferred
     stock of the Company. To the knowledge of such counsel, no shares of
     capital stock of any of the Corporate Subsidiaries are reserved for any
     purpose, and there are no outstanding securities convertible into or
     exchangeable for any capital stock of the Corporate Subsidiaries, and no
     outstanding options, rights (preemptive or otherwise) or warrants to

                                      -23-


     purchase or to subscribe for shares of such capital stock or any other
     securities of the Corporate Subsidiaries, except as disclosed in the
     Prospectus. To the knowledge of such counsel, all of the outstanding
     partnership interests of the Operating Partnership, the Financing
     Partnership, Securities, L.P. and the Mortgage Partnership 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 the knowledge of such counsel, none of the Company, the
     Operating Partnership, the Financing Partnership, Securities, L.P., FISC,
     FIFC, FIMC or the Mortgage Partnership is in violation of or default under
     its charter, by-laws, certificate of limited partnership or partnership
     agreement, as the case may be, and none of such entities is in default in
     the performance or observance of any obligation, agreement, covenant or
     condition contained in any contract, indenture, mortgage, loan agreement,
     note, lease, joint venture or partnership agreement or other instrument to
     which such entity is a party or by which such entity may be bound, or to
     which any of the property or assets of such entity or any Property is
     subject to or bound by, (it being understood that such counsel need 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 the
     Properties) except in each case for violations or defaults which in the
     aggregate are not reasonably expected to have a Material Adverse Effect.

          (v) This Agreement was duly and validly authorized, executed and
     delivered by each of the Company and the Operating Partnership.

          (vi) The execution and delivery of this Agreement, the issuance and
     sale of the Shares, the performance of the obligations set forth herein and
     therein by the Company and the Operating Partnership of their respective
     obligations and the consummation of the transactions herein and therein
     contemplated will not require, to such counsel's knowledge, any consent,
     approval, authorization or other order of any court, regulatory body,
     administrative agency or other governmental body (except such as may be
     required under the Act and the state securities, Blue Sky or real estate
     syndication laws in connection with the purchase and distribution of the
     Shares by the Underwriter) and did not and do not conflict with or
     constitute a breach or violation of or default under: (1) any contract,
     indenture, mortgage, loan agreement, note, lease, joint venture or
     partnership agreement or other instrument or agreement to which any such
     entity is a party or by which it or any of them or any of their respective
     properties or other assets may be bound or subject and of which such
     counsel is aware; (2) the certificate of limited partnership or partnership
     agreement, as the case may be, of the Operating Partnership and the
     Partnership Subsidiaries or the articles of incorporation or bylaws, as the
     case may be, of the Company and the Corporate Subsidiaries; (3) any
     applicable law, rule or administrative regulation of the United States or
     the State of Delaware; or (4) any order or administrative or court decree
     of which such counsel is aware, except in each case for conflicts,
     breaches, violations or defaults that in the aggregate are not reasonably
     expected to have a Material Adverse Effect.

                                      -24-


          (vii) To the knowledge of such counsel, 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 offering, issuance
     or sale of the Shares hereunder, except such as may be required under the
     Act or the by-laws, corporate financing rule and 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 of such opinion.

          (viii) The Registration Statement, at the time it became effective,
     and the Prospectus, as of the date of the Prospectus Supplement (in each
     case, other than the financial statements and supporting schedule and other
     financial and statistical data included or incorporated by reference
     therein, as to which no opinion need be rendered), complied as to form in
     all material respects with the requirements of the Act and the Exchange
     Act.

          (ix) The Underwriter is receiving good, valid and marketable title to
     the Shares, free and clear of all security interests, mortgages, pledges,
     liens, encumbrances, claims and equities if the Underwriter acquires such
     Shares in good faith and without notice of any such security interests,
     mortgages, pledges, liens, encumbrances, claims or equities.

          (x) To such counsel's knowledge, there are no legal or governmental
     proceedings pending or threatened which are required to be disclosed in the
     Registration Statement or the Prospectus, other than those disclosed
     therein.

          (xi) The information in the Prospectus under "Risk Factors,"
     "Description of Debt Securities," "Description of Preferred Stock,"
     "Description of Depository Shares," "Description of Common Stock,"
     "Restrictions on Transfers of Capital Stock" and "Federal Income Tax
     Considerations," to the extent that it constitutes statements of law,
     descriptions of statutes, rules or regulations, summaries of documents or
     legal conclusions, has been reviewed by such counsel and is correct in all
     material respects and presents fairly the information required to be
     disclosed therein.

          (xii) To such counsel's knowledge, there is no document or contract of
     a character required to be described or referred to in the Registration
     Statement and Prospectus or to be filed as exhibits thereto by the Act
     other than those described or referred to therein or filed as exhibits
     thereto, and the descriptions thereof or references thereto are accurate in
     all material respects.

          (xiii) The Shares have been approved for listing on the NYSE subject
     to official notice of issuance.

                                      -25-


          (xiv) The partnership agreement of each Partnership Subsidiary 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).

          (xv) The Registration Statement has been declared effective under the
     Securities Act, the Prospectus was filed with the Commission pursuant to
     Rule 424 within the applicable time period prescribed by Rule 424 and, to
     the knowledge of such counsel, no stop order suspending the effectiveness
     of the Registration Statement or the Prospectus has been issued and no
     proceeding for that purpose is pending or threatened by the Commission.

          (xvi) The documents filed pursuant to the Exchange Act and
     incorporated by reference in the Prospectus (other than the financial
     statements and supporting schedules therein and other financial and
     statistical data, as to which no opinion need be rendered), when they were
     filed with the Commission, complied as to form in all material respects
     with the requirements of the Exchange Act and the rules and regulations of
     the Commission thereunder.

          (xvii) The Company and the Operating Partnership satisfy all
     conditions and requirements for filing the Registration Statement on Form
     S-3 under the Act.

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

     In addition, Cahill Gordon & Reindel shall confirm that the opinion filed
as Exhibit 8 to the Registration Statement is true and correct as of the date
thereof and shall authorize the Underwriter to rely on such opinion as if it
were addressed to the Underwriter.

     In addition, Cahill Gordon & Reindel shall state that they have
participated in conferences with officers and other representatives of the
Company, the Operating Partnership and the Subsidiaries, representatives of the
independent public accountants for the Company, the Operating Partnership and
the Subsidiaries and representatives of the Underwriter at which the contents of
the Registration Statement and the Prospectus and related matters were
discussed. On the basis thereof, but without independent verification by such
counsel of, and without passing upon or assuming any responsibility for, the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus or any amendments or supplements

                                      -26-


thereto, no facts have come to the attention of such counsel that lead them to
believe that (i) the Registration Statement, including the documents
incorporated therein by reference, at the time such Registration Statement
became effective, contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary in order
to make the statements therein not misleading or (ii) the Prospectus, as of its
date or at the Closing Date, contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (it being understood that such counsel need express no
opinion with respect to the financial statements, schedules and other financial
and statistical data included in the Registration Statement or the Prospectus).

     In giving its opinion, such counsel may rely (A) as to all matters of fact,
upon certificates and written statements of officers, directors, partners and
employees of and accountants for each of the Company, the Corporate Subsidiaries
and the Partnership Subsidiaries, (B) as to matters of Maryland law, on the
opinion of McGuire, Woods, Battle & Boothe, L.L.P., Baltimore, Maryland, which
opinion shall be in form and substance reasonably satisfactory to counsel for
the Underwriter, (C) as to matters of Illinois law, on the opinion of Barack
Ferazzano Kirschbaum Perlman & Nagelberg, Chicago, Illinois, which opinion shall
be in form and substance reasonably satisfactory to counsel for the Underwriter,
and (D) as to the good standing and qualification of the Company, the Corporate
Subsidiaries and the Partnership Subsidiaries to do business in any state or
jurisdiction, upon certificates of appropriate government officials or opinions
of counsel in such jurisdictions. Counsel need 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.

     (f) You shall have received on the Closing Date an opinion (satisfactory to
you and counsel for the Underwriter), dated the Closing Date, of McGuire, Woods,
Battle & Boothe, L.L.P., special Maryland counsel for the Company, to the effect
that:

          (i) Each of the Company and the Corporate Subsidiaries has been duly
     incorporated and is validly existing as a corporation in good standing
     under the laws of its respective jurisdiction of incorporation.

          (ii) Each of the Company and the Corporate Subsidiaries has 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, in each case, as described in the Prospectus, and the Company has
     the corporate power and authority to enter into and perform its obligations
     under this Agreement.

          (iii) 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 and 65,000,000 shares of excess
     stock, par value $.01 per share. All of the issued and outstanding shares
     of capital stock of the Company have been duly authorized and are validly
     issued, fully paid and non-assessable. All the issued and outstanding
     shares of capital stock of the Corporate Subsidiaries have been duly
     authorized and are validly issued, fully paid and non-assessable and are
     owned by the Company.

                                      -27-


          (iv) Each of the Shares has been duly authorized for issuance and sale
     to the Underwriter pursuant to this Agreement and, when validly issued and
     delivered pursuant to this Agreement against payment of the Purchase Price,
     will be duly authorized, validly issued, fully paid and non-assessable. To
     the extent Maryland law provides the basis for determination, the
     Underwriter is receiving good, valid and marketable title to the Shares,
     free and clear of all security interests, mortgages, pledges, liens,
     encumbrances, claims and equities if the Underwriter acquires such Shares
     in good faith and without notice of any such security interests, mortgages,
     pledges, liens, encumbrances, claims or equities. The terms of the Shares
     conform in all material respects to all statements and descriptions related
     thereto contained in the Registration Statement and Prospectus. The form of
     stock certificate used to evidence the Shares are in due and proper form
     and complies in all material respects with all applicable legal
     requirements and with the requirements of the NYSE. The issuance of the
     Shares is not subject to any preemptive or other similar rights arising
     under Maryland General Corporation Law, the Company's charter or by-laws,
     as amended to date, or any agreement of which such counsel is aware.

          (v) This Agreement was duly and validly authorized and executed by the
     Company.

          (vi) The execution and delivery of this Agreement and the performance
     of the obligations and the consummation of the transactions set forth
     herein and therein by the Company will not require, to the knowledge of
     such counsel, any consent, approval, authorization or other order of any
     Maryland court, regulatory body, administrative agency or other
     governmental body (except as such may be required under the Act or other
     securities laws) and did not and do not conflict with or constitute a
     breach or violation of or default under: (1) the charter or by-laws, as the
     case may be, of the Company; (2) any applicable Maryland law, rule or
     administrative regulation or any order or administrative or court decree of
     which such counsel is aware, except in each case for conflicts, breaches,
     violations or defaults that in the aggregate would not have a Material
     Adverse Effect.

          (vii) To the knowledge of such counsel, no Material authorization,
     approval, consent or order of any Maryland court, governmental authority,
     agency or other entity is required in connection with the offering,
     issuance or sale of the Shares hereunder, except such as may be required
     under Maryland securities, blue sky or real estate syndication laws.

          (viii) The information in the Prospectus under "Description of Common
     Stock," "Certain Provisions of Maryland Law and the Company's Articles of
     Incorporation and Bylaws" and "Restrictions on Transfers of Capital Stock"
     and in Part II of the Registration Statement under Item 15 to the extent
     that it constitutes statements of law, descriptions of statutes, rules or
     regulations, summaries of documents or legal conclusions, has been reviewed
     by such counsel and, as to Maryland law, is correct in all material
     respects and presents fairly the information required to be disclosed
     therein.

          (ix) The Company and each of the Corporate Subsidiaries was authorized
     to enter into the partnership agreement of each Partnership Subsidiary for
     which the Company or such Corporate Subsidiary, as the case may be, is the
     general partner.

                                      -28-


     (g) You shall have received on the Closing Date an opinion (satisfactory to
you and counsel for the Underwriter), dated the Closing Date, of Barack
Ferrazzano Kirschbaum Perlman & Nagelberg, special Illinois counsel for the
Company, to the effect that:

          (i) To the knowledge of such counsel, none of the Company, FRA, the
     Operating Partnership, FIMC, the Mortgage Partnership, FIH, FII, FIHC and
     FIIC 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 documentation evidencing and/or securing (1) a
     certain unsecured term loan made available to the Operating Partnership by
     Union Bank of Switzerland, New York Branch, (2) a certain loan made
     available to Harrisburg, L.P. by ORIX USA, Inc., (3) a certain mortgage
     loan made available to the Financing Partnership by Nomura Asset Capital
     Corporation, (4) a certain mortgage loan made available to the Mortgage
     Partnership by Nomura Asset Capital Corporation, and (5) a certain
     revolving credit facility made available to the Operating Partnership by
     The First National Bank of Chicago and the Union Bank of Switzerland, New
     York Branch, (6) the assumption by the Operating Partnership of a certain
     mortgage loan from PFL Life Insurance Company made available to Fourth
     Brookville Associates Limited Partnership; (7) the assumption by the
     Operating Partnership of a certain loan from Monumental Life Insurance
     Company made available to Lincoln Center Associates Limited Partnership;
     (8) the origination of a certain mortgage loan made available to FII by
     Connecticut General Life Insurance Company ("CIGNA"); (9) the origination
     of a certain mortgage loan made available to the Operating Partnership by
     CIGNA; (10) the acquisition of property by the Operating Partnership
     subject to a certain mortgage loan from Smithkline Beecham Clinical
     Laboratories, Inc. made available to 290 Industrial Co., LLC; and (11) the
     acquisition of property by the Operating Partnership subject to a certain
     mortgage loan from Patomi Realty Co. made available to Lazarus Burman
     Associates (such documentation, collectively, the "Credit Documents") and
     (b) various pending agreements of purchase and sale into which FR
     Acquisitions, Inc. has entered into for the purchase of certain real
     properties (collectively, the "Pending Contracts"), except in each case for
     defaults that, in the aggregate, are not reasonably expected to have a
     Material Adverse Effect.

          (ii) The execution and delivery of this Agreement and the performance
     of the obligations and the consummation of the transaction set forth herein
     and therein by the Company and the Operating Partnership did not and do not
     conflict with or constitute a breach or violation of, or default under: (A)
     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; or (C) any order or administrative or court
     decree issued to or against or concerning the Company, the Operating
     Partnership, FIMC, the Mortgage Partnership, FIH, FII, FIHC, or FIIC, of
     which in the cases of clauses (B) and (C) above, such counsel is aware,
     except in each case for conflicts, breaches, violations or defaults that in
     the aggregate would not have a Material Adverse Effect.

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

                                      -29-


          (iv) The information in the 10-K under Item 2 "The Properties
     --Mortgage Loans" (except for the 1994 Mortgage Loan) to the extent that it
     constitutes statements of law, descriptions of statutes, summaries of
     principal financing terms of Credit Documents or legal conclusions, has
     been reviewed by such counsel and is correct in all material respects and
     presents fairly the information disclosed therein.

     (h) You shall have received on the Closing Date an opinion, dated the
Closing Date, of Rogers & Wells, counsel for the Underwriter, as to the matters
referred to in clause (i) (with respect to the Company only) and (iv) (with
respect to the first and last sentences only) of Section 8(g) and clauses (v)
and (viii) of Section 8(f) and in addition, Rogers & Wells shall make statements
similar to those contained in the second paragraph following clause (xviii) of
Section 8(f) hereto and shall be entitled to rely on those persons described in
the third paragraph following clause (xviii) Section 8(f) hereto with respect to
the matters described therein.

     (i) Since the date hereof, there shall not have occurred a downgrading in
the rating assigned to the Shares or any of the Company's securities or the
Operating Partnership's other securities by any such rating organization, and no
such rating organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of the
Shares or any of the Company's securities or the Operating Partnership's other
securities.

     (j) On the date hereof or such other date as the Underwriter may agree to,
Coopers & Lybrand L.L.P. shall have furnished to the Underwriter a letter, dated
the date of its delivery, addressed to the Underwriter and in form and substance
satisfactory to the Underwriter (and to its counsel), confirming that they are
independent public accountants with respect to the Company and its Subsidiaries
as required by the Act and with respect to the financial and other statistical
and numerical information contained in the Registration Statement and containing
statements and information of the type ordinarily included in accountants'
"comfort letters" as set forth in the AICPA's Statement on Auditing Standards
72. At the Closing Date, Coopers & Lybrand L.L.P. shall have furnished to the
Underwriter a letter, dated the date of its delivery, which shall confirm, on
the basis of a review in accordance with the procedures set forth in the letter
from it, that nothing has come to its attention during the period from the date
of the letter referred to in the prior sentence to a date (specified in the
letter) not more than five days prior to the Closing Date, which would require
any change in its letter dated the date hereof if it were required to be dated
and delivered at the Closing Date.

     (k) At the Closing Date, the Shares shall have been approved for listing on
the NYSE upon official notice of issuance.

     (l) The Company and its Subsidiaries shall not have failed, at or prior to
the Closing Date, to perform or comply with any of the agreements pursuant to
Section 5 herein contained and required to be performed or complied with by the
Company at or prior to the Closing Date.

                                      -30-


     (m) At the Closing Date, counsel for the Underwriter shall have been
furnished with such documents and opinions as they may reasonably require for
the purpose of enabling them to pass upon the issuance and sale of the Shares,
as herein contemplated and related proceedings, or in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Shares as herein contemplated shall
be reasonably satisfactory in form and substance to the Underwriter and counsel
for the Underwriter.

     The opinions and certificates mentioned in this Agreement shall be deemed
to be in compliance with the provisions hereof only if they are in all material
respects satisfactory to you and to Rogers & Wells, counsel for the Underwriter.

     9. Effective Date of Agreement; Termination. This Agreement shall become
effective upon the execution of this Agreement.

     This Agreement may be terminated at any time prior to the Closing Date by
you by written notice to the Company if any of the following has occurred: (i)
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has been a Material Adverse Effect, (ii) any
outbreak or escalation of hostilities or other national or international
calamity or crisis or change in economic conditions or in the financial markets
of the United States or elsewhere that, in your judgment, is material and
adverse and would, in your judgment, make it impracticable or inadvisable to (x)
commence or continue the offering of the units of the Trust to the public, or
(y) enforce contracts for the sale of the units of the Trust, (iii) the
suspension or material limitation of trading in securities on the NYSE or the
American Stock Exchange or material limitation on prices for securities on
either of such exchanges, (iv) the enactment, publication, decree or other
promulgation of any federal or state statute, regulation, rule or order of any
court or other governmental authority which in your opinion would result in a
Material Adverse Effect, (v) the declaration of a banking moratorium by either
federal or New York State authorities or (vi) the taking of any action by any
federal, state or local government or agency in respect of its monetary or
fiscal affairs which in your opinion has a material adverse effect on the
financial markets in the United States.

     10. Information Furnished by the Underwriter. The name of the Underwriter
set forth on the cover page, and the statements in the second paragraph under
the caption "Underwriting" in the Prospectus, constitute the only information
furnished by or on behalf of the Underwriter through you as such information is
referred to in Section 7.

                                      -31-


     11. Miscellaneous. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (a) if to the Company, to First
Industrial Realty Trust, Inc., 150 North Wacker Drive, Suite 150, Chicago,
Illinois 60606, Attention: Michael T. Tomasz, with a copy to Cahill Gordon &
Reindel, 80 Pine Street, New York, New York 10005, Attention of Gerald S.
Tanenbaum, Esq. and (b) if to you, Smith Barney Inc., 388 Greenwich Street, New
York, New York 10013, Attention: Manager, Investment Banking Division, with a
copy to Rogers & Wells, 200 Park Avenue, New York, New York 10166, Attention of
Robert E. King, Jr., or in any case to such other address as the person to be
notified may have requested in writing.

     The provisions of Sections 5, 6 and 7 shall remain operative and in full
force and effect, and will survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the results thereof,
made by or on behalf of the Underwriter or by or on behalf of the Company, the
officers or directors of the Company or any controlling person of the Company
and (ii) acceptance of the Shares and payment for them hereunder.

     In the event of termination of this Agreement, the provisions of Sections
5(k) and 7 shall remain operative and in full force and effect.

     If this Agreement shall be terminated by the Underwriter because of any
failure or refusal on the part of the Company or the Operating Partnership to
comply with the terms or to fulfill any of the conditions of this Agreement, the
Company and the Operating Partnership agree to reimburse the Underwriter for all
out-of-pocket expenses (including the fees and disbursements of counsel)
reasonably incurred by them.

     Except as otherwise provided, this Agreement has been and is made solely
for the benefit of and shall be binding upon the Company, the Operating
Partnership and the Underwriter, any controlling persons referred to herein and
their respective successors and assigns, all as and to the extent provided in
this Agreement, and no other person shall acquire or have any right under or by
virtue of this Agreement. The term "successors and assigns" shall not include a
purchaser of any of the Shares from the Underwriter merely because of such
purchase.

     This Agreement shall be governed and construed in accordance with the laws
of the State of New York applicable to contracts made and to be performed in New
York.

     This Agreement may be signed in various counterparts which together shall
constitute one and the same instrument.

                                      -32-



     Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Operating Partnership, and the Underwriter.


                       Very truly yours,

                       FIRST INDUSTRIAL REALTY TRUST, INC.


                       By: /s/ Michael J. Havala
                           -----------------------------------------
                              Name:  Michael J. Havala
                              Title: Chief Financial Officer, Treasurer
                                      and Secretary

                       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: Chief Financial Officer, Treasurer
                                           and Secretary



                       SMITH BARNEY INC.



                       By: /s/ Jeff Horowitz
                           -----------------------------------------
                              Name:   Jeff Horowitz
                              Title:  Director

                                      -33-




                                   SCHEDULE I



             JURISDICTIONS OF FOREIGN QUALIFICATION OF THE COMPANY,
           THE CORPORATE SUBSIDIARIES AND THE PARTNERSHIP SUBSIDIARIES

ENTITY:                                                 JURISDICTION

First Industrial, L.P.                                  Alabama
                                                        Georgia*
                                                        Illinois*
                                                        Indiana*
                                                        Iowa
                                                        Kansas
                                                        Michigan*
                                                        Minnesota*
                                                        Missouri
                                                        New Jersey*
                                                        New York*
                                                        Ohio
                                                        Pennsylvania
                                                        Tennessee
                                                        Wisconsin

First Industrial Realty Trust, Inc.                     Alabama
                                                        Georgia*
                                                        Illinois*
                                                        Indiana*
                                                        Michigan*
                                                        Minnesota*
                                                        New Jersey*
                                                        New York*
                                                        Ohio

First Industrial Securities, L.P.                       Illinois
                                                        Michigan
                                                        Minnesota
                                                        Pennsylvania




First Industrial Securities Corporation                 Illinois
                                                        Michigan

First Industrial Pennsylvania Partnership, L.P.         Pennsylvania

First Industrial Pennsylvania Corporation               Pennsylvania

First Industrial Harrisburg, L.P.                       Pennsylvania

First Industrial Harrisburg Corporation                 Pennsylvania

First Industrial Financing Partnership, L.P.            Alabama
                                                        Georgia*
                                                        Illinois*
                                                        Iowa
                                                        Kansas
                                                        Michigan*
                                                        Minnesota*
                                                        Missouri
                                                        New Hampshire
                                                        Pennsylvania
                                                        Tennessee
                                                        Texas
                                                        Wisconsin

First Industrial Finance Corporation                    Alabama
                                                        Georgia*
                                                        Illinois*
                                                        Michigan*
                                                        Wisconsin

First Industrial Management Corporation                 Alabama
                                                        Georgia
                                                        Illinois
                                                        Indiana
                                                        Iowa
                                                        Kansas
                                                        Michigan
                                                        Minnesota
                                                        Missouri
                                                        New Hampshire
                                                        Ohio
                                                        Pennsylvania
                                                        Tennessee
                                                        Texas
                                                        Wisconsin

                                      -2-


First Industrial (Atlanta) Management Corporation       Georgia
                                                        Illinois

FR Acquisitions, Inc.                                   Georgia
                                                        Illinois
                                                        Indiana
                                                        Michigan
                                                        Minnesota
                                                        Missouri
                                                        Ohio
                                                        Pennsylvania
                                                        Tennessee
                                                        Wisconsin

First Industrial Mortgage Partnership, L.P.             Georgia*
                                                        Illinois*
                                                        Michigan*
                                                        Minnesota*
                                                        Missouri
                                                        Tennessee

First Industrial Mortgage Corporation                   Illinois
                                                        Michigan

First Industrial Indianapolis, L.P.                     Indiana

First Industrial Indianapolis Corporation               None

First Industrial Development Services Group, Inc.       Maryland

First Industrial Development Services Group, LLC        Minnesota

First Industrial Development Services Group, L.P.       None

FI Development Services Corporation                     None

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

*    Denotes jurisdictions on which counsel is opining.



                                      -3-