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First Industrial Realty Trust, Inc.

Nominating/Corporate Governance Committee Charter

Purpose

The Nominating/Corporate Governance Committee (the "Committee") is appointed by the Board of Directors (the "Board") of First Industrial Realty Trust, Inc. (the "Company") (1) to identify individuals qualified to become Board members, and to recommend to the Board proposed nominees for Board membership; (2) to recommend to the Board proposed director nominees for each committee of the Board; (3) to lead the Board in its annual review of the Board's performance; and (4) to develop and recommend to the Board a set of corporate governance principles applicable to the Company.

Committee Membership

The Committee shall consist of no fewer than three members. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements, including independence requirements, of the New York Stock Exchange.

The members of the Committee shall be appointed and removed by the Board. One member of the Committee shall be appointed as the Committee Chairman by the Board.
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities.  The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

Committee Authority and Responsibilities

1. The Committee shall lead the search for individuals qualified to become members of the Board for recommendation to the Board, including evaluating persons suggested by stockholders or others, and conduct the appropriate inquiries into the backgrounds and qualifications of possible nominees. The Committee shall determine each proposed nominee's qualifications for service on the Board. Each nominee should be a person of integrity and be committed to devoting the time and attention necessary to fulfill his or her duties to the Company. 

2. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

3. The Committee shall review the Board's committee structure and recommend to the Board any changes, including the creation or elimination of committees.  The Committee shall also identify and recommend to the Board directors to serve on the various committees of the Board.

4. The Committee shall review the suitability for continued service as a director of each incumbent member of the Board at least annually and when he or she has a change in status, including but not limited to an employment change, and to recommend whether or not the director should be nominated for an additional term as a director.

5. The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year.

6. The Committee shall oversee the Company's corporate governance practices.  As part of this responsibility, the Committee shall periodically review and reassess the adequacy of the corporate governance principles of the Company, as well as any other documents and policies in the Company's corporate governance framework, including its articles of incorporation and bylaws, and recommend any proposed changes to the Board for approval.

7. The Committee shall consider issues involving possible conflicts of interest of directors. The Committee shall have the authority to consider for approval any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K), which is required to be disclosed under the rules of the Securities and Exchange Commission.

8. The Committee shall make regular reports to the Board.

9. The Committee may form and delegate authority to subcommittees when appropriate.

10. The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

11. The Committee shall annually review its own performance.


Effective March 11, 2014