FIRST INDUSTRIAL REALTY TRUST INC
FORM OF RESTRICTED STOCK AWARD AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>11
<FILENAME>c87267exv10w6.txt
<DESCRIPTION>FORM OF RESTRICTED STOCK AWARD AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.6

                       FIRST INDUSTRIAL REALTY TRUST, INC.
                        [1997/2001] STOCK INCENTIVE PLAN

                              NON-EMPLOYEE DIRECTOR
                    FORM OF RESTRICTED STOCK AWARD AGREEMENT

      AGREEMENT, made and entered into as of _______, 200_ by and between the
First Industrial Realty Trust, Inc. [1997/2001] Stock Incentive Plan Committee
(the "Committee") and <<Name>>(the "Grantee").

      WHEREAS, the Grantee has been elected to participate in the First
Industrial Realty Trust, Inc. [1997/2001] Stock Incentive Plan (the "Plan").

      NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for other good and valuable consideration, First
Industrial Realty Trust, Inc. (the "Company") and the Grantee agree as follows:

      (a)   Grant. Pursuant to the provisions of the Plan, the terms of which
are incorporated herein by reference, the Committee hereby grants to the Grantee
an interest (the "Award") in ______ shares of common stock, par value $.01 per
share, of the Company (the "Shares"). The Award is granted as of _____, 200_
(the "Date of Grant") and such grant is subject to the terms and conditions
contained herein, and the terms and conditions of the Plan.

      (b)   Vesting. The Award shall vest, and the Grantee shall be deemed to
have acquired complete ownership and control over the Award Shares, under the
following circumstances:

            (i)   on July 1 of the third calendar year following the Date of
                  Grant calendar year (e.g. July 1, 200_ for an Award with a
                  July 1, 200_ Date of Grant);

            (ii)  in the event of a Change in Control of the Company, as defined
                  under the Plan;

            (iii) on the January 31 of the year following the year in which the
                  Grantee voluntarily terminates service as a Board member with
                  the Company, as long as the total funds from operations (FFO)
                  or FFO per share of the Company for such year of termination
                  has increased from the FFO or FFO per share for the calendar
                  year immediately preceding the Date of Grant calendar year;

            (iv)  in the event of the involuntary termination of the service of
                  the Grantee as a Board member for any reason; or

            (v)   the Compensation Committee so directs.

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      (a)   Share Delivery. Upon vesting, a share certificate shall be delivered
to the Grantee; provided, however, that the Company shall not be obligated to
issue any Shares hereunder until all applicable securities laws and other legal
and stock exchange requirements have been satisfied. The Grantee shall execute a
stock power in the form attached hereto granting the Company the right to
transfer Award Shares in the event the Grantee does not vest in the Award.

      (b)   Rights of Stockholder. The Grantee shall, by virtue of the Award, be
entitled to receive dividends and vote the Award Shares. The grant of the Award
shall not confer on the Grantee any right with respect to continuance of service
as a Board member with the Company nor shall such grant interfere in any way
with the right of the Company to terminate the Grantee's service as a Board
member at any time.

      (c)   Recapitalizations, Dividends and Adjustments. In the event of any
recapitalization, reclassification, split-up or consolidation of Shares,
separation (including a spin-off), dividend on Shares payable in capital stock
or other similar change in capitalization of the Company, merger or
consolidation of the Company, sale by the Company of all or a portion of its
assets or other similar event, the Committee shall make such appropriate
adjustments in the number and kind of securities, cash or other property which
may be issued pursuant to the Award as is necessary to maintain the
proportionate interest of the Grantee and preserve the value of the Award.

      (d)   Nontransferability. The Award shall not be transferable by the
Grantee except by will or the laws of descent and distribution.

      (e)   Withholding. The Grantee agrees to make appropriate arrangements,
consistent with the provisions of Section 10 of the Plan, with the Company for
satisfaction of any applicable tax withholding requirements, or similar
requirements, arising out of this Agreement.

      (f)   References. References herein to rights and obligations of the
Grantee shall apply, where appropriate, to the Grantee's legal representative or
estate without regard to whether specific reference to such legal representative
or estate is contained in a particular provision of this Agreement. Capitalized
terms referred to herein but not defined shall have the meanings given to them
in the Plan.

      (g)   Notice. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or by courier, or sent by certified or registered mail,
postage prepaid, return receipt requested, duly addressed to the party concerned
at the address indicated below or to such changed address as such party may
subsequently by similar process give notice of:

      If to the Company:      First Industrial Realty Trust, Inc.
                              311 S. Wacker Drive, Suite 4000
                              Chicago, Illinois 60606
                              Attn:  Chief Financial Officer

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      If to the Grantee:      <<Name>>
                              <<Company>>
                              <<Address1>>
                              <<City>>, <<State>>  <<PostalCode>>

      (h)   Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute one and the same instrument.

      (i)   Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference to the
principles of conflict of laws, except to the extent such law is preempted by
federal law.

      IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
_______, 200_.

                                           FIRST INDUSTRIAL REALTY TRUST, INC.

                                           By: _________________________________

      I hereby acknowledge that I have received a copy of the Plan and am
familiar with the terms and conditions set forth therein. I agree to accept as
binding, conclusive, and final all decisions and interpretations of the
Committee. As a condition to the receipt of the Award, I hereby authorize the
Company to withhold from any regular cash compensation payable to me by the
Company any taxes required to be withheld under any federal, state or local law
as a result of this Award.

                                           GRANTEE

                                           _____________________________________
                                           <<Name>>

                                           Date: _______________________________

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