Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on December 17, 2008, Michael J. Havala resigned as Chief Financial Officer of First Industrial Realty Trust, Inc. (the "Company").
On December 22, 2008, the Company and Mr. Havala entered into a Separation and Release Agreement (the "Havala Separation Agreement"). The agreement sets forth the terms of Mr. Havala's departure from the Company.
Under the Havala Separation Agreement, which was made effective as of the date of Mr. Havala's resignation, Mr. Havala will receive, among other things, a lump sum payment in the amount of $1,648,709 and continuing coverage under the Company's health plans for three years. All shares of restricted stock owned by Mr. Havala became vested on December 17, 2008. As a condition of receiving the benefits provided by the Havala Separation Agreement, Mr. Havala entered into a mutual release agreement with the Company. Consistent with his employment agreement, through December 17, 2009, Mr. Havala will be subject to restrictive covenants with respect to confidentiality and his ability to compete with, or solicit employees of, the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:

Exhibit No. Description 10.1 Separation and Release Agreement between First Industrial Realty Trust, Inc. and Michael J. Havala dated December 22, 2008

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