UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2003

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to .

Commission File Number: 1-9044

DUKE REALTY CORPORATION

State of Incorporation:		IRS Employer Identification Number:
Indiana		35-1740409

600 East 96^th Street, Suite 100
Indianapolis, Indiana 46240

Telephone: (317) 808-6000
(Address, including zip code and telephone number, including area code, of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act).

Yes ý No o

The number of Common Shares outstanding as of May 7, 2003 was 135,338,390 ($.01 par value).

DUKE REALTY CORPORATION

INDEX

Part I - Financial Information

Item 1. Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2003 (Unaudited) and December 31, 2002

	Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2003 and 2002

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2003 and 2002

	Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) for the three months ended March 31, 2003

	Notes to Condensed Consolidated Financial Statements (Unaudited)

	Independent Accountants’ Review Report

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

Part II - Other Information

	Item 1.	Legal Proceedings
	Item 2.	Changes in Securities
	Item 3.	Defaults Upon Senior Securities
	Item 4.	Submission of Matters to a Vote of Security Holders
	Item 5.	Other Information
	Item 6.	Exhibits and Reports on Form 8-K

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

	March 31, 2003			December 31, 2002
	(Unaudited)
ASSETS

Real estate investments:
Land and improvements	$	614,461		$	608,995
Buildings and tenant improvements	4,291,679			4,237,360
Construction in progress	87,345			85,756
Investments in unconsolidated companies	299,829			315,589
Land held for development	321,958			326,535
	5,615,272			5,574,235
Accumulated depreciation	(588,629		)	(555,858		)

Net real estate investments	5,026,643			5,018,377

Cash and cash equivalents	12,509			17,414
Accounts receivable, net of allowance of $2,108 and $2,008	14,501			15,415
Straight-line rent receivable, net of allowance of $2,491	55,881			52,062
Receivables on construction contracts	26,438			23,181
Deferred financing costs, net of accumulated amortization of $15,601 and $15,390	13,105			11,493
Deferred leasing and other costs, net of accumulated amortization of $53,291 and $50,543	121,986			112,772
Escrow deposits and other assets	109,960			98,109
	$	5,381,023		$	5,348,823
LIABILITIES AND SHAREHOLDERS’ EQUITY

Indebtedness:
Secured debt	$	275,558		$	299,147
Unsecured notes	1,701,077			1,526,138
Unsecured lines of credit	205,000			281,000
	2,181,635			2,106,285

Construction payables and amounts due subcontractors	37,050			43,232
Accounts payable	1,241			548
Accrued expenses:
Real estate taxes	56,888			51,474
Interest	23,204			27,374
Other	37,779			54,568
Other liabilities	102,979			106,811
Tenant security deposits and prepaid rents	39,985			33,710
Total liabilities	2,480,761			2,424,002

Minority interest	303,395			308,641

Shareholders’ equity:
Preferred shares ($.01 par value); 5,000 shares authorized	440,869			440,889
Common shares ($.01 par value); 250,000 shares authorized; 135,270 and 135,007 shares issued and outstanding	1,353			1,350
Additional paid-in capital	2,341,167			2,335,278
Accumulated other comprehensive income (loss)	(3,271		)	(2,111		)
Distributions in excess of net income	(183,251		)	(159,226		)
Total shareholders’ equity	2,596,867			2,616,180

	$	5,381,023		$	5,348,823

See accompanying Notes to Condensed Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

For the three months ended March 31,

(in thousands, except per share amounts)

(Unaudited)

	2003			2002
RENTAL OPERATIONS
Revenues:
Rental income	$	180,742		$	168,185
Equity in earnings of unconsolidated companies	4,269			6,296
	185,011			174,481
Operating expenses:
Rental expenses	40,473			31,164
Real estate taxes	20,572			19,117
Interest expense	32,713			27,192
Depreciation and amortization	47,654			42,337
	141,412			119,810
Earnings from rental operations	43,599			54,671

SERVICE OPERATIONS
Revenues:
General contractor gross revenue	50,142			45,933
General contractor costs	(44,880		)	(40,219		)
Net general contractor revenue	5,262			5,714

Property management, maintenance and leasing fees	4,094			3,199
Construction and development activity income	(193		)	20,393
Other income	259			215
Total revenue	9,422			29,521

Operating expenses	7,369			14,006
Total earnings from service operations	2,053			15,515

General and administrative expense	(6,272		)	(7,238		)
Operating income	39,380			62,948

OTHER INCOME (EXPENSE)
Interest income	991			421
Earnings from land and depreciable property dispositions, net of impairment adjustment	9,402			1,111
Other revenue (expense)	(550		)	212
Other minority interest in earnings of subsidiaries	(23		)	(385		)
Minority interest in earnings of common unitholders	(3,873		)	(5,643		)
Minority interest in earnings of preferred unitholders	(1,402		)	(2,102		)
Income from continuing operations	43,925			56,562

Discontinued operations:
Net income from discontinued operations, net of minority interest	182			824
Gain on sale of discontinued operations, net of minority interest	2,122			—
Income from discontinued operations	2,304			824
Net income	46,229			57,386
Dividends on preferred shares	(8,752		)	(12,108		)
Net income available for common shareholders	$	37,477		$	45,278
Basic net income per common share:
Continuing operations	$	0.26		$	0.33
Discontinued operations	0.02			0.01
Total	$	0.28		$	0.34
Diluted net income per common share:
Continuing operations	$	0.26		$	0.33
Discontinued operations	0.02			0.01
Total	$	0.28		$	0.34
Weighted average number of common shares outstanding	135,170			131,932
Weighted average number of common and dilutive potential common shares	150,627			150,270

See accompanying Notes to Consolidated Financial Statements.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31

(in thousands)

(Unaudited)

	2003			2002
Cash flows from operating activities:
Net income	$	46,229		$	57,386
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements	41,771			37,186
Amortization of deferred leasing and other costs	5,901			5,633
Amortization of deferred financing costs	999			965
Minority interest in earnings	5,550			8,234
Straight-line rent adjustment	(4,574		)	(1,386		)
Earnings from land and depreciated property sales	(11,756		)	(1,111		)
Build-to-suit operations, net	(15,257		)	101,178
Construction contracts, net	(8,491		)	(10,598		)
Other accrued revenues and expenses, net	(7,898		)	5,627
Operating distributions received in excess of equity and earnings from unconsolidated companies	6,408			5,288

Net cash provided by operating activities	58,882			208,402

Cash flows from investing activities:
Development of real estate investments	(28,995		)	(36,733		)
Acquisition of real estate investments	(34,602		)	(8,375		)
Acquisition of land held for development and infrastructure costs	(7,120		)	(4,681		)
Recurring tenant improvements	(8,258		)	(5,952		)
Recurring leasing costs	(4,901		)	(4,274		)
Recurring building improvements	(2,625		)	(2,399		)
Other deferred leasing costs	(6,078		)	(3,586		)
Other deferred costs and other assets	1,447			4,044
Exercise purchase option on ground lease	(12,042		)	—
Tax deferred exchange escrow, net	(8,207		)	—
Proceeds from land and depreciated property sales, net	51,368			25,395
Advances to unconsolidated companies	(1,313		)	(8,794		)

Net cash used by investing activities	(61,326		)	(45,355		)

Cash flows from financing activities:
Proceeds from issuance of common shares, net	2,830			7,023
Payments for redemption of preferred stock	(20		)	—
Proceeds from indebtedness	175,000			—
Proceeds from debt refinancing	38,340			—
Payments on indebtedness including principal amortization	(61,706		)	(5,193		)
Repayments on lines of credit, net	(75,095		)	(79,392		)
Distributions to common shareholders	(61,502		)	(59,298		)
Distributions to preferred shareholders	(8,752		)	(12,108		)
Distributions to preferred unitholders	(1,402		)	(2,102		)
Distributions to minority interest	(7,453		)	(7,796		)
Deferred financing costs	(2,701		)	(154		)
Net cash used for financing activities	(2,461		)	(159,020		)
Net increase (decrease) in cash and cash equivalents	(4,905		)	4,027

Cash and cash equivalents at beginning of period	17,414			9,483
Cash and cash equivalents at end of period	$	12,509		$	13,510

Other non-cash items:
Assumption of debt for real estate acquisitions	$	—		$	7,791
Conversion of Limited Partner Units to shares	$	2,927		$	32,772
Issuance of Limited Partner Units for real estate acquisitions	$	—		$	4,687
Impairment adjustment on undeveloped land	$	420		$	—

See accompanying Notes to Condensed Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement of Shareholders’ Equity

For the three months ended March 31, 2003

(in thousands, except per share data)

(Unaudited)

	Preferred Stock			Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Distributions in Excess of Net Income			Total

Balance at December 31, 2002	$	440,889		$	1,350	$	2,335,278	$	(2,111	)	$	(159,226	)	$	2,616,180

Comprehensive Income:

Net income	—			—		—		—			46,229			46,229

Distributions to preferred shareholders	—			—		—		—			(8,752		)	(8,752		)

Gains (losses) on derivative instruments	—			—		—		(1,160		)	—			(1,160		)

Comprehensive income available for common shareholders														36,317

Issuance of common shares	—			2		2,859		—			—			2,861

Acquisition of minority interest	—			1		2,926		—			—			2,927

Repurchase of Series D Preferred Shares	(20		)	—		—		—			—			(20		)

Tax benefits from employee stock plans	—			—		94		—			—			94

FASB 123 Compensation expense	—			—		10		—			—			10

Distributions to common shareholders ($.455 per share)	—			—		—		—			(61,502		)	(61,502		)

Balance at March 31, 2003	$	440,869		$	1,353	$	2,341,167	$	(3,271	)	$	(183,251	)	$	2,596,867

See accompanying Notes to Condensed Consolidated Financial Statements

DUKE REALTY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Financial Statements

The interim condensed consolidated financial statements included herein have been prepared by Duke Realty Corporation (the “Company”) without audit (except for the Balance Sheet as of December 31, 2002). The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

The Company

The Company’s rental operations are conducted through Duke Realty Limited Partnership (“DRLP”), an entity in which the Company owns 90.1% at March 31, 2003. The remaining interests in DRLP are redeemable for shares of the Company’s common stock. The Company conducts Service Operations through Duke Realty Services Limited Partnership (“DRSLP”), in which the Company is the sole general partner. The Company also conducts Service Operations through Duke Construction Limited Partnership (“DCLP”), which is effectively 100% owned by DRLP. The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries.

2. Lines of Credit

The Company has the following lines of credit available (in thousands):

Description	Borrowing Capacity (in 000’s)		Maturity Date	Interest Rate		Outstanding at March 31, 2003 (in 000’s)
Unsecured Line of Credit	$	500,000	February 2004	LIBOR + .65	%	$	205,000
Secured Line of Credit	50,000		January 2006	LIBOR + .60	%	24,800

The lines of credit are used to fund development activities, to acquire additional rental properties and to provide working capital.

The $500 million line of credit provides the Company with an option to obtain borrowings from the financial institutions that participate in the line of credit at rates lower than the stated interest rate, subject to certain restrictions. Amounts outstanding on the unsecured line of credit at March 31, 2003, are at LIBOR + .65% (1.95% at March 31, 2003).

3. Related Party Transactions

The Company provides management, maintenance, leasing, construction, and other tenant-related services to properties in which certain of its executive officers have ownership interests. The Company has an option to acquire these executive officers’ interest in these properties (the “Option Properties”). The Company received fees totaling approximately $364,000 and $316,000 for services provided to the Option Properties for the three months ended March 31, 2003 and 2002, respectively. The Company believes that the fees charged by the Company for such services are equivalent to those charged to third-party owners for similar services.

The Company has other related party transactions that are insignificant and that include terms that are considered by the Company to be at arm’s-length and equal to those negotiated with unaffiliated parties.

4. Net Income Per Common Share

Basic net income per common share is computed by dividing net income available for common shares by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing the sum of net income available for common shareholders and minority interest in earnings of unitholders, by the sum of the weighted average number of common shares and units outstanding and dilutive potential common shares for the period.

The following table reconciles the components of basic and diluted net income per common share for the three months ended March 31 (in thousands):

	2003		2002
Basic net income available for common shareholders	$	37,477	$	45,278
Minority interest in earnings of common unitholders	4,125		5,748
Diluted net income available for common shareholders	$	41,602	$	51,026

Weighted average number of common shares outstanding	135,170		131,932
Weighted average partnership units outstanding	14,802		16,738
Dilutive shares for stock based compensation plans	655		1,600
Weighted average number of common shares and dilutive potential common shares	150,627		150,270

The Series D Convertible Preferred stock was anti-dilutive for the three months ended March 31, 2003 and 2002; therefore, no conversion to common shares is included in weighted dilutive potential common shares.

5. Segment Reporting

The Company is engaged in four operating segments; the ownership and rental of office, industrial and retail real estate investments (collectively, “Rental Operations”), and the providing of various real estate services such as property management, maintenance, leasing, development and construction management to third-party property owners (“Service Operations”). The Company’s reportable segments offer different products or services and are managed separately because each requires different operating strategies and management expertise. There are no material intersegment sales or transfers.

Non-segment revenue consists mainly of equity in earnings of unconsolidated companies. Non-segment assets consist of corporate assets including cash, deferred financing costs and investments in unconsolidated companies.

The Company assesses and measures segment operating results based upon an industry performance measure referred to as Funds From Operations (“FFO”), which management believes is a useful indicator of the Company’s operating performance. The National Association of Real Estate Investment Trusts defines

FFO as net income or loss, excluding gains or losses from sales of depreciated operating property, plus operating property depreciation and amortization and adjustments for minority interest and unconsolidated companies on the same basis. Interest expense and other non-property specific revenues and expenses are not allocated to individual segments in determining the Company’s performance measure.

The revenues and FFO for each of the reportable segments for the three months ended March 31, 2003 and 2002, and the assets for each of the reportable segments as of March 31, 2003 and December 31, 2002, are summarized as follows (in thousands):

	2003			2002
Revenues
Rental Operations:
Office	$	107,105		$	96,654
Industrial	70,531			69,369
Retail	2,096			1,588
Service Operations	9,422			29,521
Total Segment Revenues	189,154			197,132
Non-Segment Revenue	5,279			6,870
Consolidated Revenue from continuing operations	194,433			204,002
Discontinued Operations	504			2,237
Consolidated Revenue	$	194,937		$	206,239

Funds From Operations
Rental Operations:
Office	$	68,654		$	64,194
Industrial	50,065			52,839
Retail	1,608			1,372
Services Operations	2,053			15,515
Total Segment FFO	122,380			133,920

Non-Segment FFO:
Interest expense	(32,713		)	(27,192		)
Interest income	991			421
General and administrative expense	(6,272		)	(7,238		)
Gain on land sales	3,143			1,208
Other expenses	(1,279		)	(355		)
Minority interest in earnings of common unitholders	(3,873		)	(5,643		)
Minority interest in earnings of preferred unitholders	(1,402		)	(2,102		)
Minority interest in earnings of subsidiaries	(23		)	(385		)
Minority interest share of FFO adjustments	(4,349		)	(5,329		)
Joint venture FFO	9,371			10,776
Dividends on preferred shares	(8,752		)	(12,108		)
Discontinued operations, net of minority interest	(32		)	1,306
Consolidated FFO	77,190			87,279

Depreciation and amortization on continuing operations	(47,654		)	(42,377		)
Depreciation and amortization on discontinued operations	(18		)	(482		)
Share of joint venture adjustments	(5,003		)	(4,415		)
Earnings from depreciated property sales on continuing operations	6,259			(96		)
Earnings from depreciated property sales on discontinued operations	2,354			—
Minority interest share of FFO adjustments	4,349			5,329

Net Income Available for Common Shareholders	$	37,477		$	45,278

	March 31, 2003		December 31, 2002
Assets
Rental Operations:
Office	$	2,705,254	$	2,677,427
Industrial	2,155,966		2,144,686
Retail	71,488		71,072
Service Operations	91,852		91,399
Total Segment Assets	5,024,560		4,984,584
Non-Segment Assets	356,463		364,239
Consolidated Assets	$	5,381,023	$	5,348,823

6. Real Estate Investments

The Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets” (“SFAS 144”), on January 1, 2002. SFAS 144 requires the Company to report in discontinued operations the results of operations of a property which has either been disposed or is classified as held for sale, unless certain conditions are met.

The Company has classified operations of ten buildings as discontinued operations in accordance with SFAS 144. As a result, the Company classified net income, net of minority interest, of $182,000 and $824,000 as net income from discontinued operations for the three months ended March 31, 2003 and 2002. In addition, five of the properties classified in discontinued operations were sold during the first quarter of 2003; therefore, the gains on disposal for these properties, net of minority interest, of $2.1 million are also reported in discontinued operations.

At March 31, 2003, the Company had 2 industrial, 5 office and 6 retail properties comprising approximately 1.1 million square feet held for sale. Of these properties, 4 build-to-suit office and 3 build-to-suit retail properties were under development. Net operating income (defined as total property revenues, less property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses) of the properties held for sale for the three months ended March 31, 2003 and 2002 is approximately $882,000 and $382,000, respectively. Net book value of the properties held for sale at March 31, 2003, is approximately $53.7 million. There can be no assurance that such properties held for sale will be sold.

In association with a contract for a sale of one parcel of land entered into by the Company in the first quarter of 2003, the Company recognized an impairment adjustment of $420,000 to reflect the anticipated loss on the sale of this land.

7. Shareholders’ Equity

The Company periodically accesses the public equity markets to fund the development and acquisition of additional rental properties. The proceeds of these offerings are contributed to DRLP in exchange for additional interests in DRLP. The following series of preferred stock are outstanding as of March 31, 2003 (in thousands, except percentages):

Description	Shares Outstanding	Dividend Rate		Initial Optional Redemption Date	Liquidation Preference		Convertible
Series B Preferred	265	7.990	%	March 31, 2007	$	132,250	No
Series D Preferred	535	7.375	%	December 31, 2003	$	133,619	Yes
Series E Preferred	400	8.250	%	January 20, 2004	$	100,000	No
Series I Preferred	300	8.450	%	February 6, 2006	$	75,000	No

All series of preferred shares require cumulative distributions and have no stated maturity date (although the Company may redeem them on or following their initial optional redemption dates).

The Series D Preferred shares are convertible at a conversion rate of 9.3677 common shares for each preferred share outstanding.

The dividend rate on the Series B Preferred shares increases to 9.99% after September 12, 2012.

8. Other Matters

Reclassifications

Certain 2002 balances have been reclassified to conform to 2003 presentation.

9. Derivative Instruments

The Company is exposed to capital market risk, such as changes in interest rates. In order to manage the volatility relating to interest rate risk, the Company may enter into interest rate hedging arrangements from time to time. The Company does not utilize derivative financial instruments for trading or speculative purposes. The Company accounts for derivative instruments under Statement of Financial Accounting Standard No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended (“SFAS 133”).

In December 2002, the Company simultaneously entered into two $50 million forward-starting interest rate swaps. The Company designated the aggregate $100 million swaps as a hedge to effectively fix the rate on financing expected in 2003. The Company expects and intends that the financing will be a ten-year fixed-rate semi-annual financing, pricing between May 1, 2003 and November 1, 2003. The fair value of the swaps was a liability of ($3.3) million as of March 31, 2003, and is recorded in other liabilities in the accompanying balance sheet. The swaps qualify for hedge accounting under SFAS 133; therefore, changes in fair value are recorded in other comprehensive income.

In February 2003, the Company simultaneously entered into two $25 million forward-starting interest rate swaps. The Company designated the aggregate $50 million swaps as a hedge to effectively fix the rate on financing expected in 2003. The Company expects and intends that the financing will be a ten-year fixed-rate semi-annual financing, pricing between May 1, 2003 and November 1, 2003. The fair value of the swaps was an asset of $75,000 as of March 31, 2003, and is netted in other liabilities in the accompanying balance sheet. The swaps qualify for hedge accounting under SFAS 133; therefore, changes in fair value are recorded in other comprehensive income.

10. Stock Based Compensation

For all issuances prior to 2002, the Company applies the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations in accounting for these plans.

Effective January 1, 2002, the Company prospectively adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to all awards granted after January 1, 2002.

The following table illustrates the effect on net income and earnings per share if the fair value method had been applied to all outstanding and unvested awards in each period.

	2003			2002
Net income, as reported	$	37,477		$	45,278
Add: Stock-based employee compensation expense included in net income determined under fair value method	178			101
Deduct: Total stock based compensation expense determined under fair value method for all awards	(353		)	(333		)
Proforma Net Income	$	37,302		$	45,046

		2003		2002

Basic net income per share	As reported	$	.28	$	.34
	Pro forma	$	.28	$	.34

Diluted net income per share	As reported	$	.28	$	.34
	Pro forma	$	.28	$	.34

11. Subsequent Events

The Company’s Board of Directors declared the following dividends at its April 30, 2003 regularly scheduled Board meeting:

Class	Quarterly Amount/Share		Record Date	Payment Date
Common	$	0.455	May 14, 2003	May 30, 2003
Preferred (per depositary share):
Series B	$	0.99875	June 16, 2003	June 30, 2003
Series D	$	0.46094	June 16, 2003	June 30, 2003
Series E	$	0.51563	June 16, 2003	June 30, 2003
Series I	$	0.52813	June 16, 2003	June 30, 2003

The Board of Directors

Duke Realty Corporation:

We have reviewed the condensed consolidated balance sheet of Duke Realty Corporation and subsidiaries as of March 31, 2003, the related condensed consolidated statements of operations for the three months ended March 31, 2003 and 2002, the related condensed consolidated statements of cash flows for the three months ended March 31, 2003 and 2002, and the related condensed consolidated statement of shareholders’ equity for the three months ended March 31, 2003. These condensed consolidated financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Duke Realty Corporation and subsidiaries as of December 31, 2002, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated January 29, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2002 is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

KPMG LLP

Indianapolis, Indiana

April 30, 2003

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward Looking Statements

Certain statements in this quarterly report, including those related to the Company’s future operations, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this report. Some of the risks, uncertainties and other important factors that may affect future results include, among others:

• General economic and business conditions;

• The Company’s continued qualification as a real estate investment trust;

• Competition for tenants and decrease in property occupancy;

• Potential increases in real estate construction costs;

• Potential changes in interest rates;

• Continuing ability to favorably raise debt and equity in the capital markets; and

• Other risks inherent in the real estate business including tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments.

This list of risks and uncertainties, however, is not intended to be exhaustive. The Company has on file with the Securities and Exchange Commission (“SEC”) a Report on Form 8K dated December 6, 2001, with additional risk factor information.

The words “believe,” “estimate,” “expect” and similar expressions or statements regarding future periods are intended to identify forward-looking statements. Although we believe that the plans, expectations and results expressed in or suggested by our forward-looking statements are reasonable, all forward-looking statements are inherently uncertain as they involve substantial risks and uncertainties beyond the Company’s control. New factors emerge from time to time, and it is not possible for us to predict the nature or assess the potential impact of each new factor on the Company’s business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to update or revise any of its forward-looking statements for events or circumstances that arise after the statement is made.

Business Overview

The Company is a self-administered and self managed real estate investment trust that began operations through a related entity in 1972. As of March 31, 2003, the Company:

• Owned or controlled 924 industrial, office and retail properties (including properties under development), consisting of nearly 109 million square feet located in 12 states; and

• Owned or controlled more than 4,000 acres of land with an estimated future development potential of more than 62 million square feet of industrial, office and retail properties.

The Company provides the following services for its properties and for certain properties owned by third parties:

• leasing;

• management;

• construction;

• development; and

• other tenant-related services.

The Company’s operating results depend primarily upon income from the Rental Operations of its properties. This rental income is substantially influenced by the supply and demand for the Company’s rental space. The Company’s continued growth is dependent upon its ability to maintain occupancy rates and increase rental rates of its in-service portfolio. The Company’s strategy for growth also includes developing and acquiring additional rental properties.

The following highlights the areas of Rental Operations that the Company considers critical for future revenue growth (all square footage totals and occupancy percentages reflect 100% of both wholly-owned properties and properties in joint ventures):

Same Property Performance: The Company tracks same property performance, which measures the performance of properties that were in-service for all reported portions of a two-year period by comparing the results of the second year with the results of the first year. For the three months ended March 31, 2003, net operating income from the same property portfolio decreased 3.1% from the same period in 2002. The decrease resulted from lower occupancies in the properties that rolled into the same property population in 2003, coupled with the fact that a majority of the properties sold over the past two and a half years were from the same property population and were over 90% leased.

Occupancy Analysis: As discussed above, the ability to maintain occupancy rates is a principal driver of the Company’s results of operations. The following table sets forth information regarding the Company’s in-service portfolio of rental properties as of March 31, 2003 and 2002 (square feet in thousands):

	Total Square Feet		Percent of Total Square Feet				Percent Occupied
Type	2003	2002	2003		2002		2003		2002
Industrial
Service Centers	13,758	13,868	13.1	%	13.6	%	86.4	%	88.0	%
Bulk	66,077	63,450	62.7	%	62.1	%	88.5	%	88.8	%
Office	24,709	24,056	23.4	%	23.6	%	85.1	%	85.3	%
Retail	840	745	.8	%	.7	%	99.3	%	97.5	%

Total	105,384	102,119	100.0	%	100.0	%	87.5	%	87.9	%

The Company’s lower occupancy percentage in the three months ended March 31, 2003 as compared to the three months ended March 31, 2002 was primarily caused by slower lease-up of new developments placed in-service during 2002 and reduced demand for existing space.

Lease Expiration: The following table reflects the Company’s in-service portfolio lease expiration schedule as of March 31, 2003, by property type indicating square footage and annualized net effective rents under expiring leases (in thousands, except per square foot amounts):

	Total Portfolio						Industrial				Office				Retail
Year of Expiration	Square Feet		Ann. Rent Revenue		Percent of Revenue		Square Feet		Ann. Rent Revenue		Square Feet		Ann. Rent Revenue		Square Feet		Ann. Rent Revenue
2003	8,170		$	48,434	8	%	7,029		$	33,802	1,141		$	14,632	—		$	—
2004	11,059		77,193		12	%	8,398		39,732		2,641		37,080		20		381
2005	13,556		94,784		14	%	10,716		53,982		2,808		40,372		32		430
2006	11,101		76,845		12	%	8,820		45,963		2,279		30,849		2		33
2007	10,554		74,838		12	%	7,945		39,764		2,557		34,412		52		662
2008	9,560		59,615		9	%	7,614		33,958		1,919		25,201		27		456
2009	7,142		44,361		7	%	5,754		25,107		1,367		18,853		21		401
2010	6,484		50,421		8	%	4,657		22,295		1,811		27,862		16		264
2011	3,603		31,284		5	%	2,335		11,252		1,247		19,682		21		350
2012	4,373		27,450		4	%	3,347		13,114		1,004		13,745		22		591
2013 and Thereafter	6,631		56,525		9	%	3,749		16,986		2,261		34,600		621		4,939
Total Leased	92,233		$	641,750	100	%	70,364		$	335,955	21,035		$	297,288	834		$	8,507

Total Portfolio Square Feet	105,384						79,835				24,709				840

Percent Occupied	87.52	%					88.14	%			85,13	%			99.33	%

Future Development: The Company expects to realize growth in earnings from Rental Operations through the development and acquisition of additional rental properties in its primary markets. Specifically, the Company has 3.5 million square feet of properties under development at March 31, 2003. These properties should provide future earnings through Service Operations income upon sale or from Rental Operations growth as they are placed in service as follows (in thousands, except percent leased and stabilized returns):

Anticipated In-Service Date	Square Feet	Percent Leased			Project Costs		Estimated Stabilized Return

Held For Rental:

2nd Quarter 2003	349		77	%	$	38,988	10.8	%
3rd Quarter 2003	38		69	%	3,373		11.9	%
4th Quarter 2003	973		87	%	37,522		10.8	%
Thereafter	1,581		79	%	65,492		9.9	%
	2,941		81	%	$	145,375	10.4	%
Build-to-Suit for Sale:

2nd Quarter 2003	61		77	%	$	6,942	11.1	%
3rd Quarter 2003	159		70	%	15,204		12.1	%
4th Quarter 2003	274		100	%	30,857		8.9	%
Thereafter	110		100	%	12,377		10.5	%
	604		90	%	$	65,380	10.2	%
Total	3,545		82	%	$	210,755	10.3	%

Lease Renewals: The Company renewed 61.6% of leases up for renewal in the three months ended March 31, 2003, totaling 1.1 million square feet. This compares to renewals of 70.0% for the three months ended March 31, 2002, totaling 2.0 million square feet.

Results of Operations

A summary of the Company’s operating results and property statistics for the three months ended March 31, 2003 and 2002, is as follows (in thousands, except number of properties and per share amounts):

	2003		2002

Rental Operations revenue	$	185,011	$	174,481
Service Operations revenue	9,422		29,521
Earnings from Rental Operations	43,599		54,671
Earnings from Service Operations	2,053		15,515
Operating income	39,380		62,948
Net income available for common shareholders	$	37,477	$	45,278
Weighted average common shares outstanding	135,170		131,932
Weighted average common and dilutive potential common shares	150,627		150,270
Basic income per common share:
Continuing operations	$	.26	$	.33
Discontinued operations	$	.02	$	.01
Diluted income per common share:
Continuing operations	$	.26	$	.33
Discontinued operations	$	.02	$	.01

Number of in-service properties at end of period	908		894
In-service square footage at end of period	105,384		102,119
Under development square footage at end of period	3,545		3,718

Comparison of Three Months Ended March 31, 2003 to Three Months Ended March 31, 2002

Rental Operations

Rental Operations are comprised of net income from rental properties (“Rental Net Income”) and equity in earnings from unconsolidated companies (“Equity in Earnings”). Rental Net Income is defined as rental income less rental expenses and real estate taxes. Overall, Rental Net Income increased from $117.9 million in 2002 to $119.7 million in 2003. The increase is primarily attributable to the Company recognizing $9.3 million of lease termination fees during the three months ended March 31, 2003, compared to $5.3 million for the same period in 2002. This increase was offset somewhat by an increase in rental expenses as a result of snow removal and other weather related expenses increasing significantly in the first quarter of 2003 as several of the Company’s markets experienced prolonged effects of winter weather. The Company has experienced a slight decrease in occupancy of its in-service portfolio from 87.9% at March 31, 2002 to 87.5% at March 31, 2003; however, occupancy has increased slightly since the fourth quarter of 2002.

The Company analyzes the results of Rental Operations by office, industrial and retail portfolios. The following highlights the financial results for each of the Company’s Rental Operations portfolios.

Office

Rental Net Income for Office properties increased from $64.2 million for the three months ended March 31, 2002, to $68.7 million for the three months ended March 31, 2003 as a result of the following:

• The Company experienced a slight decrease in its in-service Office portfolio occupancy from 85.3% at March 31, 2002, to 85.1% at March 31, 2003.

• The Company’s in-service Office portfolio has increased from 233 properties at March 31, 2002, to 239 properties at March 31, 2003.

• The Company recognized $8.2 million in termination fees associated with this segment for the three months ended March 31, 2003, compared to $4.8 million for the same period in 2002.

Industrial

Rental Net Income for Industrial properties decreased from $52.8 million for the three months ended March 31, 2002, to $50.1 million for the three months ended March 31, 2003 as a result of the following:

• The Company experienced a decrease in its in-service Industrial portfolio occupancy from 88.6% at March 31, 2002, to 88.1% at March 31, 2003.

• The Company’s in-service Industrial portfolio increased from 651 properties at March 31, 2002 to 659 properties at March 31, 2003.

Retail

Rental Net Income for Retail properties increased to $1.6 million for the three months ended March 31, 2003, from $1.4 million for the same period in 2002.

Equity in earnings decreased from $6.3 million for the first quarter of 2002 to $4.3 million for the same period in 2003. The decrease is primarily the result of increased rental expenses for snow removal from prolonged winter weather in many of the markets in which the Company is a joint venture partner. There were no significant effects on equity in earnings from lease terminations during the three months ended March 31, 2003 or 2002. Combined occupancy of all the Company’s investments in unconsolidated companies was 92.2% at March 31, 2003 compared to 89.5% at March 31, 2002. During the first quarter of 2003, the Company sold its 50% interest in an office joint venture in South Florida, recognizing a gain of $6.3 million, which is reflected in earnings from land and depreciable property dispositions as the venture owned and operated real estate property and held land for future development.

Depreciation and amortization expense increased from $42.3 million for the first three months of 2002 to $47.7 million for the same period in 2003 as a result of the following trends:

• The Company increased its building basis in its held for investment property portfolio by approximately $100 million from March 31, 2002 to March 31, 2003, primarily through developments placed in-service throughout 2002 and a $50 million building acquisition in December of 2002;

• Tenant improvements increased from $318.0 million at March 31, 2002 to $374.4 million at March 31, 2003 as the Company continues to incur capital expenditures to lease-up vacant space.

The $5.5 million increase in interest expense is attributable to the following:

• Interest capitalized on development projects decreased from $4.6 million in 2002 to $1.9 million in 2003 as a result of decreased development activity by the Company over the past twelve months in response to soft demand in most of the Company’s markets.

• Interest expense on corporate unsecured debt increased from $24.5 million in 2002 to $28.4 million in 2003. The Company issued $175 million of seven-year unsecured debt in January 2003 at an effective interest rate of 5.365%. Interest expense on this new issuance for the first quarter totaled $1.9 million. In addition, interest expense on two debt issuances from the third quarter of 2002 totaled $2.9 million for the first quarter of 2003.

As a result of the above-mentioned items, earnings from Rental Operations decreased $11.1 million from $54.7 million for the three months ended March 31, 2002, to $43.6 million for the three months ended March 31, 2003.

Service Operations

Service Operations primarily consist of leasing, management, construction and development services for joint venture properties and properties owned by third parties. Service Operations revenues decreased from $29.5 million for the three months ended March 31, 2002, to $9.4 million for the three months ended March 31, 2003. The decrease is primarily attributable to a decline in activity from the Company’s held for sale program whereby the Company develops a property for sale upon completion. During the first quarter of 2002, the Company recognized gains totaling $19.9 million on sales of properties developed for immediate sale compared to no such sales in the first quarter of 2003.

Service Operations expenses decreased from $14.0 million in 2002 to $7.4 million in 2003 as a result of income tax expense of $6.6 million being recognized in 2002 on the sale of properties sold from the Company’s held for sale program as noted above.

As a result of the above, earnings from Service Operations decreased from $15.5 million for the three months ended March 31, 2002, to $2.1 million for the same period in 2003.

General and Administrative Expense

General and Administrative Expense decreased from $7.2 million for the three months ended March 31, 2002 to $6.3 million for the same period in 2003. The decrease is attributable to a combination of the following:

• A decrease in state and local tax expense based upon estimated revenues for 2003 being lower than 2002;

• An increase in levels of construction and leasing activity during the end of 2002 and into 2003 which allowed for more overhead costs to be applied to projects versus expensed in general and administrative expenses.

Other Income and Expenses

Gain on sale of land and depreciable property dispositions, net of impairment adjustment, is comprised of the following amounts for the three months ended March 31, 2003 and 2002:

	2003			2002

Gain(loss) on sales of depreciable properties	$	—		$	(96	)
Gain on land sales	3,563			1,207
Gain on sale of joint venture interest	6,259			0
Impairment adjustment	(420		)	0

Total	$	9,402		$	1,111

Gain on sales of depreciable properties represent sales of previously identified held for sale rental properties prior to adoption of FASB 144. All future sales of held for investment properties in 2003 and beyond will be classified as discontinued operations.

Gain on land sales represents sales of undeveloped land owned by the Company. The Company pursues opportunities to dispose of land in markets with a high concentration of undeveloped land and those markets where the land no longer meets strategic development plans of the Company.

In January 2003, the Company sold its 50% interest in a joint venture for $16.1 million in proceeds. The joint venture develops and operates real estate assets; thus the gain was not included in operating income.

The Company recorded a $420,000 adjustment in 2003 associated with a contract to sell one parcel of land.

Discontinued Operations

The Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets” (“SFAS 144”), on January 1, 2002. SFAS 144 requires the Company to report in discontinued operations the results of operations of a property that has either been sold or is classified as held for sale, unless certain conditions are met.

The Company has classified operations of ten buildings as discontinued operations in accordance with SFAS 144. As a result, the Company classified net income, net of minority interest, of $182,000 and $824,000 as net income from discontinued operations for the three months ended March 31, 2003 and 2002. In addition, five of the properties classified in discontinued operations were sold during the first quarter of 2003; therefore, the gains on disposal for these properties $2.1million, net of minority interest, are also reported in discontinued operations.

Net Income Available for Common Shares

Net income available for common shares for the three months ended March 31, 2003 was $37.5 million compared to $45.3 million for the same period ended March 31, 2002. This decrease results primarily from the operating result fluctuations in Rental Operations, Service Operations, General and Administrative Expenses and earnings from sales of depreciable property as discussed above.

Liquidity and Capital Resources

Sources of Liquidity

The Company expects to meet liquidity requirements over the next twelve months, including payments of dividends and distributions as well as recurring capital expenditures relating to maintaining the Company’s current real estate assets, primarily through the following:

• working capital; and

• net cash provided by operating activities.

The Company expects to meet long-term liquidity requirements, such as scheduled mortgage debt maturities, the retirement of unsecured notes and amounts outstanding under the unsecured credit facility, property acquisitions, financing of development activities and other non-recurring capital improvements, through the following:

• issuance of additional unsecured notes;

• undistributed cash available for distribution, if any; and

• proceeds received from real estate dispositions.

Credit Facilities

The Company has the following lines of credit available (in thousands):

Description	Borrowing Capacity		Maturity Date	Interest Rate		Amount Outstanding at March 31, 2003
Unsecured Line of Credit	$	500,000	February 2004	LIBOR + .65	%	$	205,000
Secured Line of Credit	$	50,000	January 2006	LIBOR + .60	%	$	24,800

The lines of credit are used to fund development and acquisition of additional rental properties and to provide working capital.

Associated with the $500 million line of credit are financial covenants that require the Company to meet defined levels of performance. As of March 31, 2003, the Company is in compliance with all covenants pertaining to the $500 million line of credit.

Debt and Equity Securities

The Company currently has on file with the SEC an effective shelf registration statement that permits the Company to sell up to an additional $420 million of unsecured debt securities. In addition, the Company has on file with the SEC an effective shelf registration statement that permits the Company to sell up to an additional $250.7 million of common and preferred stock. From time-to-time, the Company expects to issue additional securities under these registration statements to fund development and acquisition of additional rental properties and to fund the repayment of the credit facilities and other long-term debt upon maturity.

The indenture governing the Company’s unsecured notes also requires the Company to comply with financial ratios and other covenants regarding the operations of the Company. The Company is currently in compliance with all such covenants and expects to remain in compliance in the foreseeable future.

In January 2003, the Company completed an issuance of unsecured debt totaling $175.0 million bearing an effective interest rate of 5.365%, due 2010.

Uses of Liquidity

The Company’s principal uses of liquidity include the following:

• Property investments and recurring leasing/capital costs;

• Dividends and distributions to shareholders and unitholders;

• Long-term debt maturities; and

• The Company’s common stock repurchase program.

Property Investments and Other Capital Expenditures

One of the Company’s principal uses of its liquidity is for the development, acquisition and recurring leasing/capital expenditures of its real estate investments.

A summary of the Company’s recurring capital expenditures is as follows (in thousands):

	March 31, 2003		March 31, 2002

Tenant improvements	$	8,258	$	5,952

Leasing costs	4,901		4,274
Building improvements	2,625		2,399
Totals	$	15,784	$	12,625

Debt Maturities

Debt outstanding at March 31, 2003, totals $2.2 billion with a weighted average interest rate of 6.29% maturing at various dates through 2028. The Company had $1.9 billion of unsecured debt and $275.6 million of secured debt outstanding at March 31, 2003. Scheduled principal amortization of such debt totaled $2.4 million for the quarter ended March 31, 2003.

Following is a summary of the scheduled future amortization and maturities of the Company’s indebtedness at March 31, 2003 (in thousands):

	Future Repayments						Weighted Average
Year	Scheduled Amortization		Maturities		Total		Interest Rate of Future Repayments

2003	$	6,845	$	249,436	$	256,281	7.62	%
2004	7,793		372,386		380,179		4.34	%
2005	7,825		205,980		213,805		7.16	%
2006	7,409		164,986		172,395		6.33	%
2007	5,933		114,616		120,549		7.07	%
2008	5,021		134,028		139,049		6.31	%
2009	4,802		275,000		279,802		7.31	%
2010	4,193		175,000		179,193		5.27	%
2011	3,463		175,000		178,463		6.93	%
2012	1,977		200,000		201,977		5.76	%
Thereafter	9,942		50,000		59,942		6.53	%
	$	65,203	$	2,116,432	$	2,181,635	6.29	%

Historical Cash Flows

Cash and cash equivalents were $12.5 million and $13.5 million at March 31, 2003 and 2002, respectively. The decrease is the result of the following increases/(decreases) in cash flows (amounts in thousands):

	Three Months Ended March 31,
	2003			2002
Net cash Provided by Operating Activities	$	58.9		$	208.4

Net Cash Used by Investing Activities	$	(61.3	)	$	(45.4	)

Net Cash Used for Financing Activities	$	(2.5	)	$	(159.0	)

Operating Activities

The decrease in net cash provided by operating activities resulted primarily from the following:

• The Company received net proceeds of $101.2 million from its Build-to-Suit operations during the three months ended March 31, 2002, compared to incurring net development costs of $15.3 million for the same period in 2003. During the first quarter of 2002, the Company sold five properties from its Build-to-Suit portfolio.

Investing Activities

The increase in net cash used by investing activities from the first quarter of 2002 to 2003 was attributable to the following:

• Dispositions of land and depreciated property provided $51.4 million in net proceeds during the first quarter of 2003, compared to $25.4 million in 2002. The Company pursues opportunistic dispositions when conditions and terms are favorable.

• Real estate development costs decreased from $36.7 million in 2002 to $29.0 million in 2003, due to a reduction in new development starts in 2002 in response to weakened demand in many of the Company’s markets.

• The Company acquired $34.6 million of real estate assets during the first quarter of 2003 compared to $8.4 million during the same period in 2002. The acquisitions in 2003 consisted of two office buildings that are each 100% leased.

• The Company paid $12.0 million when it exercised a purchase option on a ground lease during the first quarter of 2003.

Financing Activities

The decrease in net cash used for financing activities resulted from the following:

• In 2003, the Company issued $175.0 million of unsecured debt.

• The Company paid off $21.0 million of secured debt, net of a $38.3 million secured debt refinancing during the first quarter of 2003 compared to $2.7 million in 2002.

Derivative Financial Instruments

Investments in Unconsolidated Companies

The Company has equity interests ranging from 10 – 64% in unconsolidated partnerships and joint ventures that own and operate rental properties and hold land for development. The equity method of accounting is used for these investments in which the Company has the ability to exercise significant influence, but not control, over operating and financial policies. As a result, the assets and liabilities of these joint ventures are not included on the Company’s balance sheet.

The Company’s investment in unconsolidated companies represents less than 6% of the Company’s total assets as of March 31, 2003. This investment provides several benefits to the Company including increased market share and an additional source of capital to fund real estate projects.

Funds From Operations

Funds From Operations (“FFO”), which is defined by the National Association of Real Estate Investment Trusts as GAAP net income or loss, excluding gains or losses from sales of depreciated operating property, plus operating property depreciation and amortization and adjustments for minority interest and unconsolidated companies on the same basis, is the industry standard for comparing and reporting the operating performance of real estate companies. Management believes that FFO is a useful indicator of the Company’s operating performance.

The following table provides a reconciliation of GAAP net income to FFO for the three months ended March 31 as follows (in thousands):

	2003			2002

Net income available for common shareholders	$	37,477		$	45,278
Add back (deduct):
Depreciation and amortization	47,672			42,819
Share of joint venture adjustments	5,003			4,415
(Earnings) loss from depreciable property dispositions	(8,613		)	96
Minority interest share of add-backs	(4,349		)	(5,329		)
Funds From Operations	$	77,190		$	87,279

Recent Accounting Pronouncements

In January 2003, FASB issued Interpretation 46, Consolidation of Variable Interest Entities (“Interpretation 46”), which addresses consolidation of certain variable interest entities. Interpretation 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. The interpretation applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company will review its investments in unconsolidated companies based on this new accounting pronouncement, but does not anticipate that the adoption of Interpretation 46 will have a material impact on its financial statements.

Item 3. Quantitative and Qualitative Disclosure About Market Risks

The Company is exposed to interest rate changes primarily as a result of its line of credit and long-term debt used to maintain liquidity and fund capital expenditures and expansion of the Company’s real estate investment portfolio and operations. The Company’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives the Company borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate its interest rate risk on a related financial instrument. The Company does not enter into derivative or interest rate transactions for speculative purposes.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our annual and periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures are further designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer, chief financial officer and chief operating officer, to allow timely decisions regarding required disclosure.

Based on the most recent evaluation, which was completed within 90 days of the filing of this report, our chief executive officer and chief financial officer believe that our disclosure controls and procedures are effective. There have been no significant changes in our internal controls or in other factors that could significantly affect the internal controls subsequent to the date we completed our evaluation.

Part II - Other Information

Item 1. Legal Proceedings

None

Item 2. Changes in Securities

None

Item 3. Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

On April 30, 2003, the Company held its Annual Meeting of Shareholders. At the meeting, shareholders approved proposals that effected amendments to both the Articles of Incorporation and the Amended and Restated by-Laws of the Company. These amendments are included in this Form 10-Q as Exhibits 3.1 and 3.2, respectively. The voting results on all proposals at the Annual Meeting will be included in the June 30, 2003 Form 10-Q under Item 4.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 3.1	Third Restated Articles of Incorporation of Duke Realty Corporation

Exhibit 3.2	Third Amended and Restated By-Laws of Duke Realty Corporation

Exhibit 15.	Letter regarding unaudited interim financial information

Exhibit 99.1	Certification Pursuant to 18 U.S. C. Section 13.50, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 99.2	Certification Pursuant to 18 U.S. C. Section 13.50, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 99.3	Certification Pursuant to 18 U.S. C. Section 13.50, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

The Company filed a Current Report on Form 8-K, dated January 29, 2003, to furnish a press release issued on January 29, 2003 to announce the Company’s 2002 earnings.

SIGNATURES

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

		DUKE REALTY CORPORATION



Date: May 13, 2003		/s/ Thomas L. Hefner
		Thomas L. Hefner
		Chairman of the Board and Chief Executive Officer


		/s/ Darell E. Zink, Jr.
		Darell E. Zink, Jr.
		Vice Chairman, Executive Vice President and Chief Financial Officer


		/s/ Dennis D. Oklak
		Dennis D. Oklak
		President and Chief Operating Officer


		/s/ Matthew A. Cohoat
		Matthew A. Cohoat
		Senior Vice President and Corporate Controller

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2003

I, Thomas L. Hefner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Duke Realty Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

6. The Company’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 13, 2003


/s/ Thomas L. Hefner
Thomas L. Hefner
Chairman of the Board and Chief Executive Officer

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2003

I, Darell E. Zink, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Duke Realty Corporation;

(b) evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

Date: May 13, 2003


/s/ Darell E. Zink, Jr.
Darell E. Zink, Jr.
Vice Chairman, Executive Vice President and Chief Financial Officer

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2003

I, Dennis D. Oklak, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Duke Realty Corporation;

(b) evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

Date: May 13, 2003


/s/ Dennis D, Oklak
Dennis D. Oklak
President and Chief Operating Officer

EXHIBIT 3.1

THIRD RESTATED

ARTICLES OF INCORPORATION

DUKE REALTY CORPORATION

ARTICLE I

Identification

Section 1.01. Name. The name of the Corporation is Duke Realty Corporation.

ARTICLE II

Definitions

Section 2.01. Certain Definitions. The following terms when used herein shall have the meanings set forth below:

(a) Act. The “Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(b) Affiliate. “Affiliate” shall mean, as to any Person, (i) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any other Person that owns beneficially, directly or indirectly, five percent (5%) or more of the outstanding capital stock, shares or equity interests of such Person, or (iii) any officer, director, employee, general partner or trustee of such Person or of any Person controlling, controlled by or under common control with such Person (excluding trustees and Persons serving in similar capacities who are not otherwise an Affiliate of such Person), and shall have the meaning ascribed thereto in the Act.

(c) Articles. “Articles” shall mean the Articles of Incorporation of the Corporation, filed with the Indiana Secretary of State, as amended from time to time.

(d) Business Combination. “Business Combination” shall have the meaning set forth in Section 9.01.

(e) By-Laws. “By-Laws” shall mean the By-Laws of the Corporation, as amended from time to time.

(f) Code. “Code” shall mean the Internal Revenue Code of 1986, as amended or supplemented from time to time.

(g) Continuing Director. The term “Continuing Director” shall mean a Person who was a member of the Board of Directors of the Corporation immediately prior to the date as of which the Substantial Shareholder in question became a Substantial Shareholder, or, following such date, a Person designated (before his initial election or appointment as a director) as a Continuing Director by a majority of the Whole Board, but only if a majority of the Whole Board shall then consist of Continuing Directors, or, if a majority of the Whole Board shall not then consist of Continuing Directors, by a majority of the then Continuing Directors.

(h) Corporation. The “Corporation” shall mean Duke Realty Corporation

(i) Director. “Director” shall mean a member of the Corporation’s Board of Directors.

(j) Gender And Number. As used herein the masculine and feminine gender and the singular and plural number shall be interchangeable, as the context requires.

(k) Owner. A Person is the “Owner” of Shares he has the right to acquire either immediately or at some future date pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise. A Person is also the Owner of any Shares whose ownership is attributed to him by reason of the ownership provisions of Sections 542 and 544 of the Code, and any Shares he beneficially owns under Rule 13d-3 promulgated under the Act.

(l) Person. “Person” shall mean an individual, partnership, trust, corporation, or any other entity.

(m) Real Property. “Real Property” shall mean land, leasehold interests (including, but not limited to interests of lessor or lessee therein), rights and interests in land, and any buildings, structures, improvements, furnishings, fixtures and equipment used on or in connection with land, leasehold interests or rights in land or interests therein.

(n) REIT. “REIT” or “real estate investment trust” shall mean a real estate investment trust meeting all the qualifications in the Code.

(o) Securities. “Securities” shall mean any stock, shares, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire any of the foregoing.

(p) Shareholders. “Shareholders” shall mean as of any particular time all holders of record of outstanding Shares at such time.

(q) Shares. “Shares” shall mean the capital stock of the Corporation.

(r) Substantial Shareholder. “Substantial Shareholder” shall mean any Person, corporation or other entity, together with any other entity with which it or its Affiliate has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of capital stock of the Corporation or which is its Affiliate, which immediately prior to any Business Combination is the Owner of 10% or more of the outstanding Shares of the Corporation.

(s) Unaffiliated Director. “Unaffiliated Director” shall mean a Director who is not an officer or employee of the Corporation or of any Affiliate of the Corporation.

(t) Whole Board. “Whole Board” shall mean the total number of Directors which this Corporation would have if there were no vacancies.

In connection with the foregoing and other defined terms in these Articles, where applicable except as otherwise provided in the relevant definition, calculations of amounts should be made in accordance with the accrual basis of accounting.

ARTICLE III

Registered Office and Agent

The street address of the Corporation’s registered office in the State of Indiana is 36 South Pennsylvania Street Suite 700, Indianapolis, Indiana 46204. The name of its registered agent at such address is CT Corporation System.

ARTICLE IV

Purposes

The purposes of the Corporation shall be:

(a) To purchase, hold, and otherwise deal in and with income- producing interests in Real Property, and to make distributions of such income to its Shareholders so as to qualify as a REIT at all times.

(b) To engage in any lawful act or activity for which corporations may be organized under the Indiana Business Corporation Law, as amended from time to time, not inconsistent with paragraph (a) above, and not otherwise specifically prohibited in these Articles.

ARTICLE V

Authorized Shares

The total number of shares of capital stock which the Corporation shall have authority to issue is two hundred fifty-five million (255,000,000), of which two hundred fifty million (250,000,000)

shall be common stock having a par value of $.01 per share, and five million (5,000,000) shall be serial preferred stock having a par value of $.01 per share.

ARTICLE VI

Terms of Authorized Shares

Section 6.01. Terms of Stock. Each Share of common stock shall have the same relative rights as and be identical in all respects with all other Shares of common stock. The Shares of preferred stock may be issued from time to time in one or more series. The Board of Directors of the Corporation shall have authority to fix by resolution or resolutions the designations and the powers, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including, without limitation, the voting rights, the dividend rate, conversion rights, redemption price and liquidation preference, of any series of Shares of preferred stock, to fix the number of Shares constituting any such series, and to increase or decrease the number of Shares of any such series (but not below the number of Shares thereof then outstanding). In case the number of Shares of any such series shall be so decreased, the Shares constituting such decrease shall resume the status they had prior to the adoption of the resolution or resolutions originally fixing the number of Shares of such series. Shares shall have such other voting powers, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as are stated below:

(a) Dividends. Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding Shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund or retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of Shares entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends in such form and amount as shall be determined by the Board of Directors in accordance with the Indiana Business Corporation Law.

(b) Termination. In the event of any voluntary or involuntary liquidation, dissolution, winding up or other termination of the Corporation, after the payment in full of the claims of creditors and after there shall have been paid to or set aside for the holders of any class having preference over the common stock in event of liquidation, dissolution, winding up or other termination the full preferential amounts to which they are respectively entitled, the remaining assets of the Corporation available for payment and distribution to Shareholders shall be distributed ratably among the holders of the common stock, and any class or series of Shares entitled to participate therewith, in whole or in part, as to the distribution of assets.

Section 6.02. Dilution. The Corporation shall not increase the number of authorized Shares without the approval of a majority of the Unaffiliated Directors, and the affirmative vote of a majority of the Shareholders.

Section 6.03. Liability For Further Assessments. The Shares, when duly issued and paid for, will be fully paid and non-assessable by the Corporation.

Section 6.04. Voting Rights. Holders of Shares of common stock are entitled to one vote per Share of common stock on all matters upon which such holders are entitled to vote, except as otherwise specified herein. The Shares shall not have cumulative voting rights.

ARTICLE VII

Board of Directors

Section 7.01. Number, Classes, Term of Office and Qualifications Of Directors. There shall be no fewer than five (5) nor more than fifteen (15) Directors. The initial Board of Directors shall consist of fifteen (15) members. The number of Directors may be increased or decreased from time to time by the Directors.

At each annual meeting beginning at the annual meeting of Shareholders in 2004, all Directors shall be elected to hold office for a term of one year. Directors may be re-elected any number of times. Election of each Director at an annual meeting shall be by the affirmative vote of at least a majority of the Shareholders entitled to vote thereon present in person or by proxy at such meeting. Each Director

shall hold office until the election and qualification of his successor. Directors may, but need not, own Shares or other securities of the Corporation.

A Director shall be an individual at least twenty-one (21) years of age who is not under legal disability. Prior to the annual meeting of Shareholders in 2005, a majority of the Directors shall at all times be Persons who are Unaffiliated Directors. Commencing with the annual meeting of Shareholders in 2005, at least three-fourths of the Directors shall at all times be Persons who are Unaffiliated Directors. Notwithstanding the preceding two sentences, upon a failure to comply with this requirement because of the resignation, removal or death of a Director who is an Unaffiliated Director, such requirement shall not be applicable for a period of one hundred and eighty (180) days. Nominees to serve as Unaffiliated Directors shall be nominated by the then current Unaffiliated Directors, if any, otherwise by the remaining Directors. Unless otherwise required by law, no Director shall be required to give bond, surety or security in any jurisdiction for the performance of any duties or obligations hereunder. The Directors in their capacity as Directors shall not be required to devote their entire time to the business and affairs of the Corporation.

Section 7.02. Resignation, Removal and Death Of Directors. A Director may resign at any time by giving written notice to the remaining Directors at the principal office of the Corporation. Such resignation shall take effect on the date specified in such notice, without need for prior accounting. A Director judged incompetent, or for whom a guardian or conservator has been appointed, shall be deemed to have resigned as of the date of such adjudication or appointment. A Director may be removed for cause by the affirmative vote of at least a majority of the total votes eligible to be cast by the Shareholders at a duly constituted meeting of Shareholders called expressly for such purpose. Except as may otherwise be provided by law, cause for removal shall be construed to exist only if the Director whose removal is proposed has been judged incompetent, convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to appeal, or has been adjudged by a court of competent jurisdiction to be liable for gross negligence or misconduct in the performance of his duty to the Corporation in a matter of substantial importance to the Corporation, and such adjudication is no longer subject to direct appeal. At least 20 days prior to such meeting of Shareholders, written notice shall be sent to the Director or Directors whose removal will be considered at such meeting.

Section 7.03. Vacancies. Notwithstanding any of the foregoing provisions of this Article, each Director shall serve until his successor is elected and qualified or until his death, retirement, resignation or removal. Should a vacancy occur or be created, whether arising through death, resignation or removal of a Director or through an increase in the number of Directors of any class, such vacancy shall be filled by a majority vote of the remaining Directors then in office, whether or not a quorum. A Director so elected to fill a vacancy shall serve for the remainder of the then present term of office of the class to which he was elected.

Section 7.04. Quorum. A quorum for all meetings of the Directors shall be a majority of the total number of Directors; provided, however, that, whenever the vote of a majority of a particular group of Directors (including, but not limited to the Unaffiliated Directors) is required at a meeting, a quorum for such meeting shall be a majority of the total number of Directors which shall include a majority of such group.

Section 7.05. Committees. The Directors may appoint from among their number an audit committee and such other standing committees as the Directors determine; provided, however, the composition of the members of the nominating committee, the compensation committee and the asset committee may not be changed without the approval of at least sixty percent (60%) of the Directors. Each standing committee shall consist of three or more members. All members of the audit committee shall be Unaffiliated Directors. A majority of the members of each other standing committee shall be Unaffiliated Directors; provided, however, that upon a failure to comply with this requirement because of the resignation, removal or death of a director who is an Unaffiliated Director, such requirement shall not be applicable for a period of sixty (60) days. Each committee shall have such powers, duties and obligations as the Directors may deem necessary or appropriate. The standing committees shall report their activities periodically to the Directors.

ARTICLE VIII

Shareholders’ Meetings

Section 8.01. Location All meetings of Shareholders to elect Directors and to transact such other business as may properly be presented to the meeting shall be held at such place, either within or without the State of Indiana, as may be authorized in the By-Laws and specified in the respective notices of any such meetings.

Section 8.02. Special Meetings Special meetings of the Shareholders may be called at any time by the Chairman of the Board of Directors, a majority of the Board of Directors, a majority of the Unaffiliated Directors, the President of the Corporation, or at the request, in writing, of Shareholders owning ten percent (10%) of the aggregate number of Shares of the Corporation issued and outstanding and entitled to vote. Such meetings shall be held at such time and place, within or without the State of Indiana, as shall be specified in the notice thereof. Business transacted at any special meeting of Shareholders shall be limited to the purpose or purposes stated in the notice.

Section 8.03. Action All actions permitted or required to be taken by the Shareholders shall be taken at an annual or special meeting of the Shareholders. The Shareholders may not act by written consent in lieu of meeting.

ARTICLE IX

Business Combinations

Section 9.01. Substantial Shareholders Except as provided in Section 9.02 hereof, the affirmative vote of at least 80% of the Shareholders shall be required to approve any Business Combination involving a Substantial Shareholder. Such affirmative vote shall be required for any Business Combination notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise. As used in this Article IX, the term Business Combination shall mean:

(a) any merger or consolidation of the Corporation or any subsidiary of the Corporation with (i) any Substantial Shareholder or (ii) any other Person (whether or not itself a Substantial Shareholder) which is, or after such merger or consolidation would be, a Substantial Shareholder or an Affiliate of a Substantial Shareholder; or

(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Substantial Shareholder, or any Affiliate of any Substantial Shareholder, of any assets of the Corporation or any subsidiary having an aggregate fair market value of $1,000,000 or more; or

(c) the issuance or transfer by the Corporation or any subsidiary (in one transaction or a series of transactions) of any Securities of the Corporation or any subsidiary of any Substantial Shareholder or any Affiliate of any Substantial Shareholder in exchange for cash, Securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more; or

(d) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a Substantial Shareholder or any Affiliate of any Substantial Shareholder; or

(e) any reclassification of Securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any subsidiary or any other transaction (whether or not with or into or otherwise involving a Substantial Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding Shares or Securities of the Corporation or any subsidiary which is directly or indirectly owned by any Substantial Shareholder or any Affiliate of any Substantial Shareholder.

Section 9.02. Exceptions Section 9.01 of this Article shall not apply to a Business Combination if (A) the Business Combination is approved by a vote of three-fourths of the Continuing Directors, (B) the Business Combination consists of the issuance or transfer by the Corporation of Shares of its common stock in exchange for a partnership interest in Duke Realty Limited Partnership, an Indiana limited partnership, or Duke Realty Services Limited Partnership, an Indiana limited partnership, or any successor in interest to either such limited partnership or (C) the Substantial Shareholder shall have complied with the provisions of this Section 9.02 of this Article and all Shareholders of the

Corporation shall have been given a reasonable opportunity immediately before the consummation of the Business Combination to receive in the Business Combination, or the right to receive as a result of or in the Business Combination cash, cash and other consideration or other consideration, the per Share fair market value of which will not, at the time the Business Combination is effected, together with any cash, be less than the greatest of: (i) the highest price per Share (including brokerage commissions, soliciting dealers’ fees and all other expenses) paid by the Substantial Shareholder in acquiring any of its Shares of the Corporation of the same class; (ii) the per Share book value of the same class of the Corporation’s Shares at the time the Business Combination is effected, determined by such independent appraisal firm or their experts as the Board of Directors deem appropriate; (iii) the highest sale or bid price per Share for the Shares of the same class during the 24 months immediately preceding the time the Business Combination is effected; and (iv) an amount which bears the same or a greater percentage relationship to the market price of the same class of the Corporation’s Shares immediately prior to the announcement of the Business Combination as the highest per Share price paid in (i) above bore to the market price of the same class of the Corporation’s Shares immediately prior to the commencement of acquisition of the Corporation’s Shares by such Substantial Shareholder. The consideration to be received by holders of outstanding Shares under this Section 9.02 shall be in cash or in the same form as the Substantial Shareholder has previously paid for such Shares. If the Substantial Shareholder has paid for Shares with varying forms of consideration, the form of consideration for Shares acquired under this Section 9.02 shall be either cash or the form used to acquire the largest number of Shares previously acquired by such Substantial Shareholder.

Section 9.03. Restrictions on Corporate Action. Without the approval of three-fourths of the Continuing Directors, a Substantial Shareholder, after the time it became such, seeking to comply with Section 9.02 of this Article shall not have (i) made any material change in the Corporation’s business or capital structure, (ii) received the benefit directly or indirectly (except proportionately as a Shareholder) of any loans, advances, guarantees, pledges or other financial assistance provided by the Corporation, or (iii) made, caused or brought about, directly or indirectly, any change in the Corporation’s Articles or By-Laws or in the membership of the Corporation’s Board of Directors of any committee thereof, or (iv) terminated the Corporation’s agreement with the Advisor.

Section 9.04. Board Determinations A majority of the Whole Board shall have the power to determine, but only if a majority of the Whole Board shall then consist of Continuing Directors, or, if a majority of the Whole Board shall not then consist of Continuing Directors, a majority of the Continuing Directors shall have the power to determine, for the purposes of this Article on the basis of information known to them, (i) the number of Shares of the Corporation of which any Person is the Owner, (ii) whether a Person is an Affiliate of another, and (iii) any other factual matter relating to the applicability or effect of this Article.

Section 9.05. Good Faith Any determinations made by the Board of Directors, or by the Continuing Directors, as the case may be, pursuant to this Article in good faith and on the basis of such information and assistance as was then reasonably available for such purpose, shall be conclusive and binding upon this Corporation and its Shareholders, including any Substantial Shareholders.

Section 9.06. Notice Notwithstanding any provision of this Article IX to the contrary, no Substantial Shareholder shall consummate any Business Combination unless such Substantial Shareholder shall have mailed to public Shareholders of the Corporation, at least 30 days prior to the date of such consummation, a proxy or information statement describing the proposed Business Combination, which statement shall comply with the Act and the Rules and Regulations thereunder or any successor statute or regulation, whether or not such proxy or information statement is required to be mailed pursuant to such Act, rules or regulations or subsequent provisions.

Section 9.07. Fiduciary Obligations Nothing contained in this Article shall be construed to relieve any Substantial Shareholder from any fiduciary obligation imposed by law.

ARTICLE X

Refusal to Transfer Shares, Acquisition

Restriction and Other Restrictions on Rights of Shares

Section 10.01. Notice The Shareholders shall upon demand disclose to the Directors in writing such information with respect to direct and indirect ownership of the Shares as the Directors deem necessary or appropriate to comply with the REIT provisions of the Code or to comply with the requirements of any taxing authority or governmental agency.

Section 10.02. Transfer Restrictions Whenever it is deemed by them to be reasonably necessary to protect the status of the Corporation as a REIT, the Directors may require a statement or affidavit from each Shareholder or proposed transferee of Shares setting forth the number of Shares already owned by him and any related Person specified in the form prescribed by the Directors for that purpose. If, in the opinion of the Directors, which shall be conclusive upon any proposed transferee of Shares, any proposed transfer might jeopardize the status of the Corporation as a REIT, the Directors shall have the right, but not the duty, to refuse to permit such transfer.

Section 10.03. Null and Void Notwithstanding any other provision of these Articles to the contrary, any purported acquisition of Shares of the Corporation which would result in the disqualification of the Corporation as a REIT shall be null and void.

Section 10.04. No Limit Nothing contained in these Articles shall limit the authority of the Directors to take such other action as they deem necessary or advisable to protect the Corporation and the interests of the Shareholders by preservation of the Corporation’s status as a REIT.

Section 10.05. Stock Exchange It shall be the policy of the Directors to consult with the appropriate officials of any stock exchange on which the relevant Shares of the Corporation are listed as far as reasonably possible in advance of the final exercise (at any time when the Shares are listed on such exchange) of any powers granted by Sections 10.02 or 10.03.

Section 10.06 Legend In furtherance of the provisions of this Article X, each certificate evidencing Shares shall contain a legend imprinted thereon to the following effect, or such other legend as the Directors may from time to time adopt:

STATEMENT OF POWERS;

PROVISIONS RELATING TO PROHIBITION OF

TRANSFER OF SHARES AND OTHER RESTRICTIONS

“If necessary to effect compliance by the Corporation with requirements of the Internal Revenue Code relating to real estate investment trusts, rights of the holder of the Shares represented by this certificate may be restricted by the Corporation and/or the transfer thereof may be prohibited upon the terms and conditions set forth in the Articles of Incorporation. The Corporation will furnish a copy of such terms and conditions and a statement of all the powers, designations, participating, optional or other special rights of each class of stock issued by the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights, to the registered holder of this certificate upon request and without charge.”

ARTICLE XI

Amendment of By-Laws

The Shareholders or the Directors may, by a majority vote, amend or repeal any provision of the By-Laws.

ARTICLE XII

Amendment or Repeal

Notwithstanding any other provision of these Articles or the By-Laws of the Corporation (and not withstanding the fact that a lesser percentage may be specified by these Articles or the By-Laws of the Corporation) and in addition to any other procedure specified under Indiana law, the affirmative vote of at least eighty percent (80%) of the issued and outstanding Shares of the Corporation shall be required to repeal or adopt any provision inconsistent with Articles IX, X, XI and XII, or Sections 7.01, 7.02, 7.03, and 8.03, hereof. With respect to any other proposed amendment to or alteration of these Articles not approved by the vote of three-quarters of the Directors, such amendment or alteration shall require the affirmative vote of at least eighty percent (80%) of the issued and outstanding Shares.

ARTICLE XIII

Indemnification of Directors and Officers

Section 13.01. Elimination of Certain Liability of Directors. A Director of the Corporation shall not be personally liable to the Corporation or its Shareholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its Shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under IND. CODE Section 23-1-35-4, or (iv) for any transaction from which the Director derived an improper personal benefit.

Section 13.02. Indemnification and Insurance.

(a) Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a Director, officer, employee or agent or in any other capacity while serving as a Director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Indiana Business Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Person in connection therewith and such indemnification shall continue as to a Person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such Person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 13.02 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Indiana Business Corporation Law requires, the payment of such expenses incurred by a Director or officer in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such Person while a Director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Director or officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or officer is not entitled to be indemnified under this Section 13.02 or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of Directors and officers.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section 13.02 is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such

action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Indiana Business Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its Shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Indiana Business Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its Shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met such applicable standard of conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 13.02 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, provision of these Articles, by-law, agreement, vote of Shareholders or disinterested Directors or otherwise.

(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Corporation or another corporation, partnership joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the Indiana Business Corporation Law.

ARTICLE XIV

Severability

In the event that any Article or Section (or portion thereof) of these Articles shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions, or portion thereof, of these Articles shall be deemed to remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of this Corporation and its Shareholders that each such remaining provision (or portion thereof of these Articles remain, to the fullest extent permitted by law, applicable and enforceable as to all Shareholders, including Substantial Shareholders notwithstanding any such findings.

ARTICLE XV

Incorporator

The name and mailing address of the sole incorporator are:

John R. Gaskin

600 East 96th Street, Suite 100

Indianapolis, Indiana 46240

EXHIBIT A

to the Third

Restated Articles of Incorporation of

Duke Realty Corporation

1. Series A Preferred Stock. Pursuant to authority granted under Section 6.01 of the Corporation’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), the Board of Directors of the Corporation hereby establishes a series of preferred shares designated the 9.10% Series A Cumulative Redeemable Preferred Shares ($0.01 Par Value Per Share) (Liquidation Preference $250.00 Per Share) (the “Series A Preferred Shares”) on the following terms:

(a) Number. The number of authorized shares of the Series A Preferred Shares shall be 460,000.

(1) The holders of the then outstanding Series A Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors out of any funds legally available therefor, cumulative dividends at the rate of $22.75 per share per year, payable in equal amounts of $5.6875 per share quarterly in cash on the last day of each February, May, August and November or, if not a Business Day (as hereinafter defined), the next succeeding Business Day beginning on December 2, 1996 (each such day being hereinafter called a “Quarterly Dividend Date” and each period ending on a Quarterly Dividend Date being hereinafter called a “Dividend Period”). Dividends shall be payable to holders of record as they appear in the share records of the Corporation at the close of business on the applicable record date (the “Record Date”), which shall be the first day of the calendar month in which the applicable Quarterly Dividend Date falls on or such other date designated by the Board of Directors of the Corporation for the payment of dividends that is not more than 30 nor less than 10 days prior to such Quarterly Dividend Date. The amount of any dividend payable for any Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends on each share of Series A Preferred Shares shall accrue and be cumulative from and including the date of original issue thereof, whether or not (i) dividends on such shares are earned or declared or (ii) on any Quarterly Dividend Date there shall be funds legally available for the payment of dividends. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding.

“Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

(2) The amount of any dividends accrued on any Series A Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series A Preferred Shares at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of $22.75 per share for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30-day months.

(3) Except as provided in this Section 6.05, the Series A Preferred Shares shall not be entitled to participate in the earnings or assets of the Corporation.

(4) Any dividend payment made on the Series A Preferred Shares shall be first credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.

the year to holders of all classes of Shares (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocated to the holders of the Series A Preferred Shares shall be the amount that the total dividends paid or made available to the holders of the Series A Preferred Shares for the year bears to the Total Dividends.

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the holders of the Series A Preferred Shares then outstanding shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its shareholders, before any payment or distribution shall be made on any Junior Shares, the amount of $250.00 per share, plus accrued and unpaid dividends thereon.

(2) After the payment to the holders of the Series A Preferred Shares of the full preferential amounts provided for in this Section 6.05, the holders of the Series A Preferred Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation.

(3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the amounts payable with respect to the preference value of the Series A Preferred Shares and any other shares of the Corporation ranking as to any such distribution on a parity with the Series A Preferred Shares are not paid in full, the holders of the Series A Preferred Shares and of such other shares will share ratably in any such distribution of assets of the Corporation in proportion to the full respective preference amounts to which they are entitled.

(4) Neither the sale of all or substantially all of the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other entity or the merger or consolidation of any other entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6.05.

(e) Redemption.

(1) Optional Redemption. On and after August 31, 2001, the Corporation may, at its option, redeem at any time all or, from time to time, part of the Series A Preferred Shares at a price per share (the “Series A Redemption Price”), payable in cash, of $250.00, together with all accrued and unpaid dividends to and including the date fixed for redemption (the “Series A Redemption Date”).

(2) Procedures Of Redemption.

(i) Notice of any redemption will be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the Series A Redemption Date, addressed to each holder of record of the Series A Preferred Shares to be redeemed at the address set forth in the share transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series A Preferred Shares except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series A Preferred Shares (or depositary shares or receipts representing fractional interests in Series A Preferred Shares) may be listed or admitted to trading, such notice shall state: (a) the Series A Redemption Date; (b) the Series A Redemption Price; (c) the number of Series A Preferred Shares to be redeemed; (d) the place or places where certificates for such shares are to be surrendered for payment of the Series A Redemption Price; and (e) that dividends on the shares to be redeemed will cease to accumulate on the Series A Redemption Date.

(ii) If notice has been mailed in accordance with subparagraph (e)(2)(i) above and provided that on or before the Series A Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Series A Preferred Shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series A Redemption Date, dividends on the Series A Preferred Shares so called for redemption shall cease to accumulate, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series A Preferred Shares and all rights of the holders thereof as shareholders of the Corporation (except the right to receive the Series A Redemption Price) shall cease. Upon surrender, in accordance with such notice, of the certificates for any Series A Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such Series A Preferred Shares shall be redeemed by the Corporation at the Series A Redemption Price. In case fewer than all the Series A Preferred Shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed Series A Preferred Shares without cost to the

holder thereof.

(iii) Any funds deposited with a bank or trust company for the purpose of redeeming Series A Preferred Shares shall be irrevocable except that:

(A) the Corporation shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and

(B) any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series A Preferred Shares entitled thereto at the expiration of two years from the applicable Series A Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings.

(iv) No Series A Preferred Shares may be redeemed except from proceeds from the sale of other capital stock of the Company, including but not limited to common stock, preferred stock, depositary shares, interests, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing.

(v) Unless full accumulated dividends on all Series A Preferred Shares shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no Series A Preferred Shares shall be redeemed or purchased or otherwise acquired directly or indirectly (except by conversion into or exchange for Junior Shares); provided, however, that the foregoing shall not prevent the redemption of Series A Preferred Shares pursuant to this Section 6.05 or the purchase or acquisition of Series A Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred A Shares.

(vi) If the Series A Redemption Date is after a Record Date and before the related Quarterly Dividend Date, the dividend payable on such Quarterly Dividend Date shall be paid to the holder in whose name the Series A Preferred Shares to be redeemed are registered at the close of business on such Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Dividend Date or the Corporation’s default in the payment of the dividend due.

(vii) In case of redemption of less than all Series A Preferred Shares at the time outstanding, the Series A Preferred Shares to be redeemed shall be selected prorata from the holders of record of such shares in proportion to the number of Series A Preferred Shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Corporation.

(f) Voting Rights. Except as required by law, and as set forth below, the holders of the Series A Preferred Shares shall not be entitled to vote at any meeting of the shareholders for election of Directors or for any other purpose or otherwise to participate in any action taken by the Corporation or the shareholders thereof, or to receive notice of any meeting of shareholders.

(1) Whenever dividends on any Series A Preferred Shares shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive, the holders of such Series A Preferred Shares (voting separately as a class with all other series of preferred shares upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two additional Directors of the Corporation at a special meeting called by the holders of Record of at least ten percent (10%) of any series of preferred shares so in arrears (unless such request is received less than 90 days before the date fixed of for the next annual or special meeting of the shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting until all dividends accumulated on such Series A Preferred Shares for the past dividend periods and the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of Directors of the Corporation will be increased by two Directors.

(2) So long as any Series A Preferred Shares remain outstanding, the Corporation will not, without the affirmative vote or consent of the holders of at least two-thirds of the Series A Preferred Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares of beneficial interest ranking prior to the Series A Preferred Shares with respect to the payment of dividends or the distribution of assets upon liquidation,

dissolution or winding up or reclassify any authorized shares of the Corporation into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of the Corporation’s Articles of Incorporation, whether by merger, consolidation or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series A Preferred Shares or the holders thereof; provided, however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series A Preferred Shares remain outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of an Event, the Corporation may not be the surviving entity, the occurrence of any such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of holders of Series A Preferred Shares and provided further that (x) any increase in the amount of the authorized Preferred Shares or the creation or issuance of any other Series A Preferred Shares, or (u) any increase in the amount of authorized Series A Preferred Shares or any other preferred shares, in each case ranking on a parity with or junior to the Series A Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series A Preferred Shares shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

(3) On each matter submitted to a vote of the holders of Series A Preferred Shares in accordance with this Section 6.05, or as otherwise required by law, each Series A Preferred Share shall be entitled to ten (10) votes, each of which ten (10) votes may be directed separately by the holder thereof. With respect to each Series A Preferred Share, the holder thereof may designate up to ten (10) proxies, with each such proxy having the right to vote a whole number of votes (totaling ten (10) votes per Series A Preferred Share).

(g) Conversion. The Series A Preferred Shares are not convertible into or exchangeable for any other property or securities of the Corporation.

EXHIBIT B

to the Third

Restated Articles of Incorporation of

Duke Realty Corporation

1. Series B Preferred Stock. Pursuant to authority granted under Section 6.01 of the Corporation’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), the Board of Directors of the Corporation hereby establishes a series of preferred shares designated the 7.99% Series B Cumulative Step-Up Premium Rate Preferred Shares ($0.01 Par Value Per Share) (Liquidation Preference $500.00 Per Share) (the “Series B Preferred Shares”) on the following terms:

(a) Number. The number of authorized shares of the Series B Preferred Shares shall be 300,000.

(1) The holders of the then outstanding Series B Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors out of any funds legally available therefor, cumulative dividends at an initial rate of $39.95 per share per year, payable in equal amounts of $9.9875 per share quarterly in cash on the last day of each March, June, September and December or, if not a Business Day (as hereinafter defined), the next succeeding Business Day beginning on September 30, 1997 (each such day being hereinafter called a “Quarterly Dividend Date” and each period ending on a Quarterly Dividend Date being hereinafter called a “Dividend Period”); provided, however, that beginning with each Quarterly Dividend Date after October 1, 2012, the rate shall increase to $49.95 per Series B Preferred Share per year, payable in equal amounts of $12.4875 on each Quarterly Distribution Date. Dividends shall be payable to holders of record as they appear in the share records of the Corporation at the close of business on the applicable record date (the “Record Date”), which shall be the first day of the calendar month in which the applicable Quarterly Dividend Date falls on or such other date designated by the Board of Directors of the Corporation for the payment of dividends that is not more than 30 nor less than 10 days prior to such Quarterly Dividend Date. The amount of any dividend payable for any Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends on each share of Series B Preferred Shares shall accrue and be cumulative from and including the date of original issue thereof, whether or not (i) dividends on such shares are earned or declared or (ii) on any Quarterly Dividend Date there shall be funds legally available for the payment of dividends. Dividends paid on the Series B Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding.

(2) The amount of any dividends accrued on any Series B Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series B Preferred Shares at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of $39.95 per share with respect to a Quarterly Dividend Date on or before October 1, 2012 and $49.95 per share with respect to a Quarterly Dividend Date after October 1, 2012, and in either case, for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30-day months.

(3) Except as provided in this Section 6.06, the Series B Preferred Shares shall not be entitled to participate in the earnings or assets of the Corporation.

(4) Any dividend payment made on the Series B Preferred Shares shall be first credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.

(5) If, for any taxable year, the Company elects to designate as “capital gain dividends” (as defined in Section 857 of the Code), any portion (the “Capital Gains Amount”) of the dividends paid or made available for the year to holders of all classes of Shares (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocated to the holders of the Series B Preferred Shares shall be the amount that the total dividends paid or made available to the holders of the Series B Preferred Shares for the year bears to the Total Dividends.

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the holders of the Series B Preferred Shares then outstanding shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its shareholders, before any payment or distribution shall be made on any Junior Shares, the amount of $500.00 per share, plus accrued and unpaid dividends thereon.

(2) After the payment to the holders of the Series B Preferred Shares of the full preferential amounts provided for in this Section 6.06, the holders of the Series B Preferred Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation.

(3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the amounts payable with respect to the preference value of the Series B Preferred Shares and any other shares of the Corporation ranking as to any such distribution on a parity with the Series B Preferred Shares are not paid in full, the holders of the Series B Preferred Shares and of such other shares will share ratably in any such distribution of assets of the Corporation in proportion to the full respective preference amounts to which they are entitled.

(e) Redemption.

(1) Optional Redemption. On and after September 30, 2007, the Corporation may, at its option, redeem at any time all or, from time to time, part of the Series B Preferred Shares at a price per share (the “Series B Redemption Price”), payable in cash, of $500.00, together with all accrued and unpaid dividends to and including the date fixed for redemption (the “Series B Redemption Date”).

(2) Procedures of Redemption.

(i) Notice of any redemption will be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the Series B Redemption Date, addressed to each holder of record of the Series B Preferred Shares to be redeemed at the address set forth in the share transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series B Preferred Shares except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series B Preferred Shares (or depositary shares or receipts representing fractional interests in Series B Preferred Shares) may be listed or admitted to trading, such notice shall state: (a) the Series B Redemption Date; (b) the Series B Redemption Price; (c) the number of Series B Preferred Shares to be redeemed; (d) the place or places where certificates for such shares are to be surrendered for payment of the Series B Redemption Price; and (e) that dividends on the shares to be redeemed will cease to accumulate on the Series B Redemption Date.

(ii) If notice has been mailed in accordance with subparagraph (e)(2)(i) above and provided that on or before the Series B Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Series B Preferred Shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series B Redemption Date, dividends on the Series B Preferred Shares so called for redemption shall cease to accumulate, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series B Preferred Shares and all rights of the holders thereof as shareholders of the Corporation (except the right to receive the Series B Redemption Price) shall cease. Upon surrender, in accordance with such notice, of the certificates for

any Series B Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such Series B Preferred Shares shall be redeemed by the Corporation at the Series B Redemption Price. In case fewer than all the Series B Preferred Shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed Series B Preferred Shares without cost to the holder thereof.

(iii) Any funds deposited with a bank or trust company for the purpose of redeeming Series B Preferred Shares shall be irrevocable except that:

(B) any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series B Preferred Shares entitled thereto at the expiration of two years from the applicable Series B Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings.

(iv) No Series B Preferred Shares may be redeemed except from proceeds from the sale of other capital stock of the Company, including but not limited to common stock, preferred stock, depositary shares, interests, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing.

(v) Unless full accumulated dividends on all Series B Preferred Shares shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no Series B Preferred Shares shall be redeemed or purchased or otherwise acquired directly or indirectly (except by conversion into or exchange for Junior Shares); provided, however, that the foregoing shall not prevent the redemption of Series B Preferred Shares pursuant to this Section 6.06 or the purchase or acquisition of Series B Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred Shares.

(vi) If the Series B Redemption Date is after a Record Date and before the related Quarterly Dividend Date, the dividend payable on such Quarterly Dividend Date shall be paid to the holder in whose name the Series A Preferred Shares to be redeemed are registered at the close of business on such Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Dividend Date or the Corporation’s default in the payment of the dividend due.

(vii) In case of redemption of less than all Series B Preferred Shares at the time outstanding, the Series B Preferred Shares to be redeemed shall be selected prorata from the holders of record of such shares in proportion to the number of Series B Preferred Shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Corporation.

(f) Voting Rights. Except as required by law, and as set forth below, the holders of the Series B Preferred Shares shall not be entitled to vote at any meeting of the shareholders for election of Directors or for any other purpose or otherwise to participate in any action taken by the Corporation or the shareholders thereof, or to receive notice of any meeting of shareholders.

(1) Whenever dividends on any Series B Preferred Shares shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive, the holders of such Series B Preferred Shares (voting separately as a class with all other series of preferred shares upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two additional Directors of the Corporation at a special meeting called by the holders of Record of at least ten percent (10%) of any series of preferred shares so in arrears (unless such request is received less than 90 days before the date fixed of for the next annual or special meeting of the shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting until all dividends accumulated on such Series B Preferred Shares for the past dividend periods and the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of Directors of the Corporation will be increased by two Directors.

(2) So long as any Series B Preferred Shares remain outstanding, the Corporation will not,

without the affirmative vote or consent of the holders of at least two-thirds of the Series B Preferred Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares of beneficial interest ranking prior to the Series B Preferred Shares with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any authorized shares of the Corporation into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of the Corporation’s Articles of Incorporation, whether by merger, consolidation or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series B Preferred Shares or the holders thereof; provided, however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series B Preferred Shares remain outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of an Event, the Corporation may not be the surviving entity, the occurrence of any such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of holders of Series B Preferred Shares and provided further that (x) any increase in the amount of the authorized Preferred Shares or the creation or issuance of any other Series B Preferred Shares, or (u) any increase in the amount of authorized Series B Preferred Shares or any other preferred shares, in each case ranking on a parity with or junior to the Series B Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series B Preferred Shares shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

(3) On each matter submitted to a vote of the holders of Series B Preferred Shares in accordance with this Section 6.06, or as otherwise required by law, each Series B Preferred Share shall be entitled to ten (10) votes, each of which ten (10) votes may be directed separately by the holder thereof. With respect to each Series B Preferred Share, the holder thereof may designate up to ten (10) proxies, with each such proxy having the right to vote a whole number of votes (totaling ten (10) votes per Series B Preferred Share).

(g) Conversion. The Series B Preferred Shares are not convertible into or exchangeable for any other property or securities of the Corporation.

EXHIBIT C

to the Third

Restated Articles of Incorporation of

Duke Realty Corporation

1. Series C Preferred Stock. Pursuant to authority granted under Section 6.01 of the Corporation’s Amended and Restated Articles of Incorporation (the “Articles Of Incorporation”), the Board of Directors of the Corporation hereby establishes a series of preferred shares designated the Series C Junior Preferred Stock ($0.001 par value per share) (the “Series C Preferred Stock”) on the following terms:

(a) Number. The number of shares constituting the Series C Preferred Stock shall initially be 500,000, subject to increase or decrease by the Board of Directors effectuated by further Articles of Amendment; provided, however, that no decrease shall reduce the number of shares of Series C Preferred Stock to a number less than that of the shares then outstanding plus the number of shares of Series C Preferred Stock issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.

(b) DIVIDENDS AND DISTRIBUTIONS.

(1) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C Preferred Stock with respect to dividends, each holder of one one-thousandth (1/1,000) of a share (a “Unit”) of Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for that purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Unit of Series C Preferred Stock, in an amount per Unit (rounded to the nearest cent) equal to the greater of (a) $.001 or (b) subject to the provision for adjustment hereinafter set forth, the aggregate per share amount of all cash dividends declared on shares of the common stock, par value $.01 per share, of the Company (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Unit of Series C Preferred Stock, and (ii) subject to the provision for adjustment hereinafter set forth, quarterly distributions (payable in kind) on each Quarterly Dividend Payment Date in an amount per Unit equal to the aggregate per share amount of all non-cash dividends or other distributions declared on shares of Common Stock since the immediately preceding Quarterly Dividend Payment Date, or with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Unit. In the event the Corporation shall at any time following August 3, 1998 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Units of Series C Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(2) The Corporation shall declare a dividend or distribution on Units of the Series C Preferred Stock as provided in paragraph (A) above at the time it declares a dividend or distribution on the Common Stock; provided, however, that in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $.001 per Unit on the Series C Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(3) No dividend or distribution shall be paid or payable to the holders of shares of Common Stock unless, prior thereto, all accrued but unpaid dividends to the date of such dividend or distribution shall have been paid to the holders of Units of Series C Preferred Stock.

(4) Dividends shall begin to accrue and be cumulative on each outstanding Unit from the Quarterly Dividend Payment Date next preceding the date of issue of such Unit, unless the date of issue of such Unit is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such Unit shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Units of Series C Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on Units

in an amount less than the total amount of such dividends at the time accrued and payable on such Units shall be allocated pro rata on a Unit-by-Unit basis among all such Units at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Units entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof.

(1) Subject to the provision for adjustment hereinafter set forth, each Unit shall entitle the holder thereof to one vote on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time following the Rights Dividend Declaration Date (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock or (iii) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Units were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(2) Except as otherwise provided herein or by law, the holders of Units and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(3) (i) Whenever, at any time or times, dividends payable on any Unit or Units shall be in arrears in an amount equal to at least two full quarterly dividends (whether or not declared and whether or not consecutive), the number of Directors then constituting the entire Board of Directors of the Corporation shall automatically be increased by 2 and the holders of record of the outstanding Units and holders of any other shares of Preferred Stock of the Corporation ranking on a parity with the Series C Preferred Stock shall have the exclusive right, voting together as a single class, to elect two directors of the Corporation at a special meeting of stockholders of the Corporation to fill such newly-created directorships. At elections for such directors, the holders of Units shall be entitled to cast one vote for each Unit held.

(ii) So long as any Units are outstanding, the number of Directors of the Corporation shall at all times be such that the exercise, by the holders of shares of Series C Preferred Stock and the holders of shares of Preferred Stock on a parity therewith, of the right to elect Directors under the circumstances provided in paragraph (iii) of this subclause (C) will not contravene any provision of the Indiana Business Corporation Law or the Articles of Incorporation of the Corporation. Any director elected by holders of Units pursuant to this Section may be removed at any annual or special meeting, by vote of a majority of the stockholders who elected such director voting as a class, with or without cause. In case any vacancy shall occur among the directors elected by the holders of Units pursuant to this Section, such vacancy may be filled by the remaining director so elected, or his successor then in office, and the director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of directors. After the holders of Units shall have exercised their right to elect directors in any default period and during the continuance of such period, the number of directors shall not be further increased or decreased except by vote of the holders of Units as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series C Preferred Stock.

(iii) The right of the holders of Units, voting separately as a class, to elect two members of the Board of Directors of the Corporation as aforesaid shall continue until, and only until, such time as all arrears in dividends (whether or not declared) on the Units shall have been paid or declared and set apart for payment, at which time such right shall terminate, except as herein or by law expressly provided, subject to reinvesting in the event of each and every subsequent default of the character above-mentioned. Upon any termination of the right of the holders of the Units as a class to vote for directors as herein provided, the term of office of all directors then in office elected by the holders of Units pursuant to this Section shall terminate immediately. Whenever the term of office of the directors elected by the holders of Units pursuant to this Section shall terminate and the special voting powers vested in the holders of the Preferred Stock pursuant to this Section shall have expired, the maximum number of members of the Board of Directors of the Corporation shall be such number as may be provided for in the By-laws of the Corporation, irrespective of any increase made pursuant to the provisions of this Section.

(4) Except as set forth herein, holders of Units shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

(d) Certain Restrictions.

(1) Whenever quarterly dividends or other dividends or distributions payable on the Units as provided in herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Preferred Stock;

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series C Preferred Stock, except dividends paid ratably on the Units and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such Units and all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series C Preferred Stock; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series C Preferred Stock; or

(iv) purchase or otherwise acquire for consideration any Units, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(2) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any Units or shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section, purchase or otherwise acquire such Units or shares at such time and in such manner.

(e) Reacquired Units. Any Units purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such Units shall, upon their cancellation, become authorized but unissued fractional shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

(f) Liquidation, Dissolution Or Winding Up.

(1) Upon any voluntary liquidation, dissolution or winding up of the Company, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Preferred Stock unless, prior thereto, the holders of Units shall have received $1.00 per Unit, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series C Liquidation Preference”), or (ii) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series C Preferred Stock, except distributions made ratably on the Series C Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. Thereafter, the holders of Units shall be entitled to receive an aggregate amount per Unit, subject to the provision for adjustment hereinafter set forth, equal to the aggregate amount to be distributed per share to the holders of Common Stock. In the event the Company shall at any time after the date hereof declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation or the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of Units were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(2) In the event, however, that there are not sufficient assets available to permit payment in full of the Series C Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series C Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences.

(g) Consolidation, Merger, Etc. In case the Company shall enter into any consolidation, merger,

combination or other transaction in which the shares of Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case the Units shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Company shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or conversion of Units shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(h) Redemption. The Units shall not be redeemable by the Company; provided, however, that the foregoing shall not limit the ability of the Company to purchase or otherwise deal in such Units to the extent otherwise permitted hereby and by law.

(i) Ranking. The Series C Preferred Stock shall rank junior to all other series of the Company’s Preferred Stock (whether with or without par value) as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

(j) Amendment. Neither these Articles of Amendment nor the Articles of Incorporation of the Company may be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series C Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding Units, voting separately as a class.

(k) Fractional Shares. Series C Preferred Stock may be issued in Units or other fractions of a share, which Units or fractions shall entitle the holder, in proportion to such holder’s Units or fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series C Preferred Stock.

EXHIBIT D

to the Third

Restated Articles of Incorporation of

Duke Realty Corporation

1. Series D Preferred Stock. Pursuant to authority granted under Section 6.01 of the Corporation’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), the Board of Directors of the Corporation hereby establishes a series of preferred shares designated the 7.375% Series D Convertible Cumulative Redeemable Preferred Shares ($0.01 Par Value Per Share) (Liquidation Preference $250.00 Per Share) (the “Series D Preferred Shares”) on the following terms:

(a) Number. The number of authorized shares of the Series D Preferred Shares shall be 540,000.

(1) The holders of the then outstanding Series D Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors out of any funds legally available therefor, cumulative dividends at an initial rate of 7.375% per share per year, payable in equal amounts of $4.609375 per share quarterly in cash on the last day of each March, June, September and December or, if not a Business Day (as hereinafter defined), the next succeeding Business Day beginning on December 31, 1998 (each such day being hereinafter called a “Quarterly Dividend Date” and each period ending on a Quarterly Dividend Date being hereinafter called a “Dividend Period”). Dividends shall be payable to holders of record as they appear in the share records of the Corporation at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Board of Directors of the Corporation for the payment of dividends that is not more than 30 nor less than 10 days prior to such Quarterly Dividend Date. The amount of any dividend payable for any Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends on each share of Series D Preferred Shares shall accrue and be cumulative from and including the date of original issue thereof, whether or not (i) dividends on such shares are earned and declared, (ii) the Corporation has earnings, or (iii) on any Quarterly Dividend Date there shall be funds legally available for the payment of dividends. Dividends paid on the Series D Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. Except as provided in subparagraph (e)(2)(v) and the last sentence of this paragraph, unless the full cumulative dividends on the Series D Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods and the then current dividend period, no dividends (other than dividends payable solely in Common Shares or other capital shares of the Corporation ranking junior to the Series D Preferred Shares as to dividends and upon liquidation) shall be declared or paid or set aside for payment or other distribution made upon the Common Shares or any other capital shares of the Corporation ranking junior to or on a parity with the Series D Preferred Shares as to dividends or upon liquidation, nor shall any Common shares, or any other capital shares of the Corporation ranking junior to or on a parity with the Series D Preferred Shares as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such shares) by the Corporation or any subsidiary of the Corporation (except for conversion into or exchange for such capital shares of the Corporation ranking junior to the Series D Preferred Shares as to dividends and upon liquidation). If accrued dividends on the Series D Preferred Shares for all prior dividend periods have not been paid in full, then any dividend declared on the Series D Preferred Shares for any dividend period and on any series of preferred shares at the time outstanding ranking on a parity as to the dividends with the Series D Preferred Shares will be declared ratably in proportion to accrued and unpaid dividends on the Series D Preferred Shares and such series of preferred shares at the time outstanding ranking on a parity as to dividends with the Series D Preferred Shares.

“Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal

holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

(2) The amount of any dividends accrued on any Series D Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series D Preferred Shares at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of 7.375% per share, for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30-day months.

(3) Except as provided in this Section 6.08, the Series D Preferred Shares shall not be entitled to participate in the earnings or assets of the Corporation.

(4) Any dividend payment made on the Series D Preferred Shares shall be first credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.

(5) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Code), any portion (the “Capital Gains Amount”) of the dividends paid or made available for the year to holders of all classes of Shares (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocated to the holders of the Series D Preferred Shares shall be the amount that the total dividends paid or made available to the holders of the Series D Preferred Shares for the year bears to the Total Dividends.

(6) No dividends on the Series D Preferred Shares shall be authorized by the Board of Directors or be paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, dividends on the Series D Preferred Shares will accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized.

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the holders of the Series D Preferred Shares then outstanding shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its shareholders, before any payment or distribution shall be made on any Junior Shares, the amount of $250.00 per share, plus accrued and unpaid dividends thereon.

(2) After the payment to the holders of the Series D Preferred Shares of the full preferential amounts provided for in this Section 6.08, the holders of the Series D Preferred Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation.

(3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the amounts payable with respect to the preference value of the Series D Preferred Shares and any other shares of the Corporation ranking as to any such distribution on a parity with the Series D Preferred Shares are not paid in full, the holders of the Series D Preferred Shares and of such other shares will share ratably in any such distribution of assets of the Corporation in proportion to the full respective preference amounts to which they are entitled.

(4) Neither the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other entity or the merger or consolidation of any other entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6.08.

(e) Redemption by the Corporation.

(1) Optional Redemption. On and after December 31, 2003, the Corporation may, at its option, redeem at any time all or, from time to time, part of the Series D Preferred Shares at a price per share (the “Series D Redemption Price”), payable in cash, of $250.00, together with all accrued and unpaid dividends to and including the date fixed for redemption (the “Series D Redemption Date”). The Series D Preferred Shares have no stated maturity and will not

be subject to any sinking fund or mandatory redemption provisions except as provided in subparagraph (e)(3) below.

(2) Procedures Of Redemption.

(i) Notice of redemption will be published in a newspaper of general circulation in the city of New York, once a week for two successive weeks, and notice will be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the Series D Redemption Date, addressed to each holder of record of the Series D Preferred Shares to be redeemed at the address set forth in the share transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series D Preferred Shares except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series D Preferred Shares (or depositary shares or receipts representing fractional interests in Series D Preferred Shares) may be listed or admitted to trading, such notice shall state: (a) the Series D Redemption Date; (b) the Series D Redemption Price; (c) the number of Series D Preferred Shares to be redeemed; (d) the place or places where certificates for such shares are to be surrendered for payment of the Series D Redemption Price; and (e) that dividends on the shares to be redeemed will cease to accumulate on the Series D Redemption Date. In case fewer than all of the Series D Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series D Preferred Shares to be redeemed from such holder.

(ii) If notice has been mailed in accordance with subparagraph (e)(2)(i) above and provided that on or before the Series D Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Series D Preferred Shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series D Redemption Date, dividends on the Series D Preferred Shares so called for redemption shall cease to accumulate, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series D Preferred Shares and all rights of the holders thereof as shareholders of the Corporation (except the right to receive the Series D Redemption Price) shall cease. Upon surrender, in accordance with such notice, of the certificates for any Series D Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such Series D Preferred Shares shall be redeemed by the Corporation at the Series D Redemption Price. In case fewer than all the Series D Preferred Shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed Series D Preferred Shares without cost to the holder thereof.

(iii) Any funds deposited with a bank or trust company for the purpose of redeeming Series D Preferred Shares shall be irrevocable except that:

(B) any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series D Preferred Shares entitled thereto at the expiration of two years from the applicable Series D Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings.

(iv) No Series D Preferred Shares may be redeemed except from proceeds from the sale of other capital stock of the Company, including but not limited to common stock, preferred stock, depositary shares, interests, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing.

(v) Unless full accumulated dividends on all Series D Preferred Shares shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no Series D Preferred Shares shall be redeemed or purchased or otherwise acquired directly or indirectly by the Corporation or any subsidiary of the Corporation (except by conversion into or exchange for Junior Shares) and no shares of any series of preferred shares of the Corporation shall be redeemed unless all outstanding Series D Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the redemption of Series D Preferred Shares to preserve the REIT status of the Corporation or the purchase or acquisition of Series D Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series D Preferred Shares. Notwithstanding the foregoing, in the case of a Redemption

Request (as defined below) which has not been fulfilled at the time the Corporation gives notice of its election to redeem all or any Series D Preferred Shares, the shares which are the subject of such pending Redemption Request shall be redeemed prior to any other Series D Preferred Shares.

(vi) If the Series D Redemption Date is after a Record Date and before the related Quarterly Dividend Date, the dividend payable on such Quarterly Dividend Date shall be paid to the holder in whose name the Series D Preferred Shares to be redeemed are registered at the close of business on such Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Dividend Date or the Corporation’s default in the payment of the dividend due.

(vii) In case of redemption of less than all Series D Preferred Shares at the time outstanding, the Series D Preferred Shares to be redeemed shall be selected prorata from the holders of record of such shares in proportion to the number of Series D Preferred Shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Corporation.

(3) Optional Redemption Upon the Death of a Holder of Series D Preferred Shares or Depositary Shares.

(i) Commencing on December 31, 1998, and on the last day of each March, June, September and December thereafter (each, a “Holder Redemption Date”), the Corporation will, upon the death of any holder of the Series D Preferred Shares or any depositary shares representing the Series D Preferred Shares, redeem such shares in exchange for cash or shares of common stock of the Corporation (“Common Shares”), at the option of the Corporation. The Corporation shall redeem the Series D Preferred Shares subject to the limitations that the Corporation will not be obligated to redeem (A) more than 16,200 Series D Preferred Shares in any one year; and (B) more than 100 Series D Preferred Shares per deceased owner of depositary shares per year (each a “Redemption Limitation” and together the “Redemption Limitations”).

(ii) A request for redemption of Series D Preferred Shares or depositary shares may be initiated by the personal representative or other person authorized to represent the estate of the deceased holder or a surviving joint tenant(s) or tenant(s) by the entirety (each, a “Personal Representative”). At least 20 days prior to the Holder Redemption Date, the Personal Representative shall deliver:

(A) a written request to the transfer agent, signed by the Personal Representative;

(B) the depositary receipts representing the Series D Preferred Shares to be redeemed, if certificated, or if not, notice of the number of depositary shares to be redeemed;

(C) appropriate evidence of death and ownership of such depositary shares representing Series D Preferred Shares at the time of death; and

(D) appropriate evidence of the authority of such Personal Representative, all of which must be deemed acceptable by the transfer agent at least 10 days prior to the applicable Holder Redemption Date (collectively, the “Redemption Request”).

A Redemption Request which exceeds one or both Redemption Limits will be held for redemption in subsequent years until redeemed in full. A Redemption Request will be applied in the order of receipt by the transfer agent to successive years, regardless of the number of years required to redeem such shares. All Redemption Requests will be redeemed in the order in which received by the transfer agent.

(iii) The transfer agent may conclusively assume, without independent investigation, that the statements contained in each Redemption Request are true and correct and shall have no responsibility for reviewing any documents accompanying a Redemption Request or for determining whether the applicable decedent is in fact the owner of depositary shares representing the Series D Preferred Shares to be redeemed or is in fact deceased and whether the Personal Representative is duly authorized to request redemption on behalf of the applicable owner.

(iv) At the Corporation’s option, the Series D Preferred Shares may be redeemed for either cash or Common Shares. If such shares are redeemed by the Corporation for cash, the redemption price of such shares is $250.00 per share (plus all accrued and unpaid dividends). If, however, such shares are redeemed by the Corporation for Common Shares, the redemption price will be $252.50 per Series D Preferred Share and the number of Common Shares

received will be based on the closing price of the Common Shares on the day prior to the Holder Redemption Date (plus all accrued and unpaid dividends, which shall be paid in cash). No fractional Common Shares will be issued. In lieu of any fractional shares, the Corporation will pay cash in an amount equal to the product of such fraction multiplied by the closing price of one Common Share on the day prior to the Holder Redemption Date.

(v) For purposes of this Section 6.08(e)(3), Series D Preferred Shares represented by depositary shares held in tenancy by the entirety, joint tenancy or by tenants in common will be deemed to be held by a single owner and the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of an owner. The death of a person who, during his lifetime, was entitled to substantially all of the rights of an owner of depositary shares representing Series D Preferred Shares will be deemed the death of the owner, if such rights can be established to the satisfaction of the transfer agent and the Corporation. Such shares shall be deemed to exist in typical cases of street name or nominee ownership, ownership under the Uniform Transfers to Minors Act or similar statute, community property or other similar joint ownership arrangements between husband and wife, including individual retirement accounts or Keogh [H.R.10] plans maintained solely by or for the decedent or by or for the decedent and any spouse, and trust and certain other arrangements where one person has substantially all of the rights of a registered owner during such person’s lifetime. Series D Preferred Shares represented by depositary shares registered in the name of banks, trust companies or broker-dealers who are members of a national securities exchange or the National Association of Securities Dealers, Inc. (“Qualified Institutions”), are subject to the Redemption Limitations described above as applied to each Beneficial Owner (as defined herein) of such shares held by any Qualified Institution. In connection with the Redemption Request, each Qualified Institution must submit evidence, satisfactory to the transfer agent, that it holds the depositary shares representing Series D Preferred Shares subject to request on behalf of such Beneficial Owner and must certify the aggregate amount of Redemption Requests made on behalf of such Beneficial Owner. A Beneficial Owner means the person who has the right to sell, transfer or otherwise dispose of the depositary shares representing Series D Preferred Shares and the right to receive the proceeds therefrom payable to the owner thereof. In the case of any Redemption Request which is presented pursuant to Section 6.08(e)(3) which has not been fulfilled at the time the Corporation gives notice of its election to redeem all, or part, of the Series D Preferred Shares pursuant to Sections 6.08(e)(1) and (e)(2) hereof, such shares shall be redeemed pursuant to such Sections 6.08(e)(1) and (e)(2) prior to any other shares of Series D Preferred Shares being redeemed. Any Redemption Request may be withdrawn by the Personal Representative presenting the same upon delivery of a written request for such withdrawal given to the transfer agent at least 10 days prior to payment for redemption of such shares pursuant to this Section 6.08(e)(3). Any Personal Representative that withdraws its request for redemption shall no longer be entitled to exercise its rights under this Section 6.08(e)(3).

(f) Voting Rights. Except as required by law, and as set forth below, the holders of the Series D Preferred Shares shall not be entitled to vote at any meeting of the shareholders for election of Directors or for any other purpose or otherwise to participate in any action taken by the Corporation or the shareholders thereof, or to receive notice of any meeting of shareholders.

(1) Whenever dividends on any Series D Preferred Shares shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive, the holders of such Series D Preferred Shares (voting separately as a class with all other series of preferred shares upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two additional Directors of the Corporation at a special meeting called by the holders of Record of at least ten percent (10%) of any series of preferred shares so in arrears (unless such request is received less than 90 days before the date fixed of for the next annual or special meeting of the shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting until all dividends accumulated on such Series D Preferred Shares for the past dividend periods and the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of Directors of the Corporation will be increased by two

Directors.

(2) So long as any Series D Preferred Shares remain outstanding, the Corporation will not, without the affirmative vote or consent of the holders of at least two-thirds of the Series D Preferred Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares of capital stock ranking prior to the Series D Preferred Shares with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any authorized shares of the Corporation into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of the Corporation’s Articles of Incorporation, whether by merger, consolidation or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series D Preferred Shares or the holders thereof; provided, however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series D Preferred Shares remain outstanding with the terms thereof materially unchanged, taking into account that upon the

occurrence of an Event, the Corporation may not be the surviving entity, the occurrence of any such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of holders of Series D Preferred Shares and provided further that (x) any increase in the amount of the authorized preferred shares or the creation or issuance of any other series of preferred shares, or (u) any increase in the amount of authorized Series D Preferred Shares or any other preferred shares, in each case ranking on a parity with or junior to the Series D Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series D Preferred Shares shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

(3) On each matter submitted to a vote of the holders of Series D Preferred Shares in accordance with this Section 6.08, or as otherwise required by law, each Series D Preferred Share shall be entitled to ten (10) votes, each of which ten (10) votes may be directed separately by the holder thereof. With respect to each Series D Preferred Share, the holder thereof may designate up to ten (10) proxies, with each such proxy having the right to vote a whole number of votes (totaling ten (10) votes per Series D Preferred Share).

(g) Conversion. Holders of Series D Preferred Shares shall have the right to convert all or a portion of such shares into Common Shares, as follows:

(1) Subject to and upon compliance with the provisions of this subsection (g), a holder of depositary shares representing Series D Preferred Shares shall have the right, at his or her option, at any time to convert such shares into the number of fully paid and non-assessable Common Shares obtained by dividing the aggregate liquidation preference of such shares by the Conversion Price (as in effect at the time and on the date provided for in Section 6.08(g)(2)(iv)) by surrendering such shares to be converted, such surrender to be made in the manner provided in subsection (g)(2); provided, however, that the right to convert shares called for redemption pursuant to subsection (e)(1) shall terminate at the close of business on the Redemption Date fixed for such redemption, unless the Corporation shall default in making payment of the Common Shares and any cash payable upon such redemption under subsection (e)(1) hereof. The initial Conversion Price is equal to $26.6875 per Common Share (equivalent to a conversion rate of 9.3677 Common Shares per Series D Preferred Share) and is subject to adjustment as provided in subsection (g)(4).

(2) (i) In order to exercise the conversion right, the holder of each depositary share representing a Series D Preferred Share or a Series D Preferred Share to be converted shall surrender the depositary receipt or certificate representing such share, if certificated, duly endorsed or assigned to the Corporation or in blank, at the office of the transfer agent, accompanied by written notice to the Corporation that the holder thereof elects to convert such depositary share or Series D Preferred Share. If such depositary receipts or shares are not certificated, the holder must deliver evidence of ownership satisfactory to the Corporation and the transfer agent. Unless the shares issuable on conversion are to be issued in the same name as the name in which such Depositary Shares are registered, each depositary receipt or share surrendered for conversion shall be accompanied by written notice of conversion and instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Corporation demonstrating that such taxes have been paid).

(ii) Holders of depositary shares or Series D Preferred Shares at the close of business on a distribution payment record date shall be entitled to receive the distribution payable on such shares on the corresponding Distribution Payment Date notwithstanding the conversion thereof following such distribution payment record date and prior to such Distribution Payment Date. However, depositary shares or Series D Preferred Shares surrendered for conversion during the period between the close of business on any distribution payment record date and the opening of business on the corresponding Distribution Payment Date (except shares converted after the issuance of notice of redemption with respect to a redemption date during such period or coinciding with such Distribution Payment Date, such Series D Preferred Shares being entitled to such distribution on the Distribution Payment Date) must be accompanied by payment of an amount equal to the distribution payable on such shares on such Distribution Payment Date. A holder of depositary shares or Series D Preferred Shares on a distribution payment record date who (or whose transferees) tenders any such shares for conversion into Common Shares on such Distribution Payment Date will receive the distribution payable by the Corporation on such depositary shares or Series D Preferred Shares on such date, and the converting holder need not include payment of the amount of such distribution upon surrender of depositary shares or Series D Preferred Shares for conversion. Except as provided above, the Corporation shall make no payment or allowance for unpaid distributions, whether or not in arrears, on converted shares or for distributions on the Common Shares issued upon such conversion.

(iii) As promptly as practicable after the surrender of depositary shares or Series D

Preferred Shares as aforesaid, the Corporation shall issue and shall deliver at such office to such holder, or on his or her written order, a certificate or certificates for the number of full Common Shares issuable upon the conversion of such shares in accordance with the provisions of this subparagraph (g), and any fractional interest in respect of a Common Share arising upon such conversion shall be settled as provided in subsection (g)(3).

(iv) Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the depositary shares or Series D Preferred Shares shall have been surrendered and such notice (and if applicable, payment of an amount equal to the distribution payable on such shares) received by the Corporation as aforesaid, and the person or persons in whose name or names any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date, and such conversion shall be at the Conversion Price in effect at such time and on such date unless the share transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such share transfer books are open, but such conversion shall be at the Conversion Price in effect on the date on which such shares have been surrendered and such notice received by the Corporation.

(3) Factional shares of scrip representing fractions of Series D Preferred Shares shall be issued upon conversion of depositary shares representing Series D Preferred Shares. No fractional shares of scrip representing fractions of Common Shares shall be issued upon conversion of the Series D Preferred Shares. Instead of any fractional interest in a Common Share that would otherwise be deliverable upon the conversion of a share of Series D Preferred Shares, the Corporation shall pay to the holder of such share an amount in cash based upon the Current Market Price (as defined below) of Common Shares on the Trading Day (as defined below) immediately preceding the date of conversion. If more than one Series D Preferred Share or depositary share, as the case may be, shall be surrendered for conversion at one time by the same holder, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series D Preferred Shares or depositary shares so surrendered. As used in this Section 6.08, “Current Market Price” of publicly traded common shares or any other class of shares or other security of the Corporation or any other issuer for any day means the last reported sales price, regular way on such day, or, if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the New York Stock Exchange (the “NYSE”) or, if such security is not listed or admitted for trading on the NYSE, on the principal national securities exchange on which such security is listed or admitted for trading or, if not listed or admitted for trading on any national securities exchange, on the NASDAQ National Market or, if such security is not quoted on such NASDAQ National Market, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for such security on such day shall not have been reported through NASDAQ, the average of the bid and asked prices on such day as furnished by any NYSE member firm regularly making a market in such security selected for such purpose by the chief executive officer of the Corporation or the Board of Directors. As used in this Section 6.08, “Trading Day” means any day on which the securities in question are traded on the NYSE, or if such securities are not listed or admitted for trading on the NYSE, on the principal national securities exchange on which such securities are listed or admitted, or if not listed or admitted for trading on any national securities exchange, on the NASDAQ National Market, or if such securities are not quoted on such NASDAQ National Market, in the applicable securities market in which the securities are traded.

(4) The Conversion Price shall be adjusted from time to time as follows:

(i) If the Corporation shall after the first date on which depositary shares representing Series D Preferred Shares are issued and sold (the “Issue Date”)(A) pay a distribution or make a distribution on its Common Shares in Common Shares, (B) subdivide its outstanding Common Shares into a greater number of shares, (C) combine its outstanding Common Shares into smaller number of shares or (D) issue any shares of capital stock by reclassification of its Common Shares, the Conversion Price in effect at the opening business on the day following the date fixed for the determination of shareholders entitled to receive such distribution or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective, as the case may be, shall be adjusted so that the holder any Series D Preferred Shares thereafter surrendered for conversion shall be entitled to receive the number Common Shares that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such shares been converted immediately prior to the record date in the case of a distribution or the effective date in the case of a subdivision, combination or reclassification. An adjustment made pursuant to this subsection (i) shall become effective immediately after the opening of business on the day next following the record date (except as provided in subsection (8) below) in the case of a distribution and shall become effective immediately after the opening of business on the day next following the effective date in the case of a subdivision, combination or reclassification.

(ii) If the Corporation shall issue after the Issue Date rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 days after the record date mentioned below) to

subscribe for or purchase Common Shares at a price per share less than the Fair Market Value (as defined below) per Common Share on the record date for the determination of shareholders entitled to receive such rights, options or warrants, then the Conversion Price in effect at the opening of business on the day next following such record date shall be adjusted to equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the opening of business on the day following the date fixed for such determination by (II) a fraction, the numerator of which shall be the sum of (A) the number of Common Shares outstanding on the close of business on the date fixed for such determination and (B) the number of shares that the aggregate proceeds to the Corporation from the exercise of such rights, options or warrants for Common Shares would purchase at such Fair Market Value, and the denominator of which shall be the sum of (A) the number of Common Shares outstanding on the close of business on the date fixed for such determination and (B) the number of additional Common Shares offered for subscription or purchase pursuant to such rights, options or warrants. Such adjustment shall become effective immediately after the opening of business on the day next following such record date (except as provided in subsection (8) below). In determining whether any rights, options or warrants entitle the holders of Common Shares to subscribe for or purchase Common Shares at less than the Fair Market Value, there shall be taken into account any consideration received by the Corporation upon issuance and upon exercise of such rights, options or warrants, the value of such consideration, if other than cash, to be determined by the chief executive officer of the Corporation or the Board of Directors.

(iii) If the Corporation shall distribute to all holders of its Common Shares evidence of its indebtedness or assets (excluding cash distributions out of the total equity applicable to Common Shares, including revaluation equity, less the amount of stated capital attributable to Common Shares) and excluding those rights and warrants issued to all holders of Common Shares entitling them for a period expiring within 45 days after the record date referred to in subsection (ii) above to subscribe for or purchase Common Shares, which rights and warrants are referred to in and treated under subsection (ii) above) (any of the foregoing being hereinafter in this subsection (iii) called the “Securities”), then in each case the Conversion Price shall be adjusted so that it shall equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by (II) a fraction, the numerator of which shall be the Fair Market Value per the Common Share on the record date mentioned below less the then fair market value (as determined by the chief executive officer of the Corporation or the Board of Directors, whose determination shall be conclusive) of the portion of the shares of beneficial interest or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one Common Share, and the denominator of which shall be the Fair Market Value per Common Share on the record date mentioned below. Such adjustment shall become effective immediately at the opening of business on the business day next following (except as provided in subsection (8) below) the record date for the determination of shareholders entitled to receive such distribution. For the purposes of this subsection (iii), the distribution of a Security, which is distributed not only to the holders of the Common Shares on the date fixed for the determination of shareholders entitled to such distribution of suc Security, but also is distributed with each Common Share delivered to a person converting a depositary share or Series D Preferred Share after such determination date, shall not require an adjustment of the Conversion Price pursuant to this subsection (iii); provided that on the date, if any, on which a person converting a depositary share or Series D Preferred Share would no longer be entitled to receive such Security with a Common Share (other than a result of the termination of all such Securities), a distribution of such Securities shall be deemed to have occurred, and the Conversion Price shall be adjusted as provided in this subsection (iii) (and such day shall be deemed to be “the date fixed for the determination of the shareholders entitled to receive such distribution” and “the record date” within the meaning of the two preceding sentences).

(iv) No adjustment in the Conversion Price shall be required until cumulative adjustments amount to 1% or more of the Conversion Price; provided, however, that any adjustments that by reason this subsection (iv) are not required to be made shall be carried forward and taken into account in subsequent adjustments; and provided, further, that any adjustment shall be required and made in accordance with the provisions of this subsection (g) (other than this subsection (iv)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of Common Shares. Notwithstanding any other provisions of this subsection (g), the Corporation shall not be required to make any adjustment of the Conversion Price for the issuance of any Common Shares pursuant to any plan providing for the reinvestment of distributions or interest payable on securities of the Corporation and the investment of additional optional amounts in Common Shares under such plan. All calculations under this subsection (g) shall be made to the nearest cent (with $.005 being rounded upward) or to the nearest one-tenth of a share (with .05 of a share being rounded upward), as the case may be. Anything in this subsection (4) to the contrary notwithstanding, the Corporation shall be entitled, to the extent permitted by law, to make such reductions in the Conversion Price, in addition to those required by this subsection (4), as it in its discretion shall determine to be advisable in order that any stock distributions, subdivision of shares, reclassification or combination of shares, distribution of rights, options or warrants to purchase stock or securities, or a distribution of other assets (other than cash distributions) hereafter made by the Corporation to its stockholders shall not be taxable.

(v) As used in this Section 6.08, “Fair Market Value” means the average of the

daily Current Market Prices of a Common Share during the five (5) consecutive Trading Days selected by the Corporation commencing not more than 20 Trading Days before, and ending not later than, the earlier of the day in question and the day before the “ex date” with respect to the issuance or distribution requiring such computation. The term “ex date” when used with respect to any issuance or distribution, means the first day on which the Common Shares trade regular way, without the right to receive such issuance or distribution, on the exchange or in the market, as the case may be, used to determine that day’s Current Market Price.

(5) If the Corporation shall be a party to any transaction (including without limitation a merger, consolidation, statutory share exchange, self-tender offer for all or substantially all of the Common Shares, sale of all or substantially all of its assets (each of the foregoing being referred to herein as a “Transaction”), in each case as a result of which Common Shares shall be converted into the right to receive shares, stock, other securities or property (including cash or any combination thereof), each Series D Preferred Share which is not converted into the right to receive shares, stock, other securities or property receivable in connection with such Transaction shall thereafter be convertible into the kind and amount of shares, stock, other securities and property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of Common Shares into which one Series D Preferred Share was convertible immediately prior to such Transaction, assuming such holder of Common Shares (i) is not a person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person and (ii) failed to exercise his or her rights of the election, if any, as to the kind or amount shares, stock, securities and other property (including cash) receivable upon such Transaction (each a “Non-Electing Share”) (provided that the kind or amount of shares, stock, securities and other property (including cash) receivable upon such Transaction by each Non-Electing Share shall be deemed to be the kind and amount of receivable per share by a plurality of the non-electing shares). The Corporation may not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this subsection (5), and it shall not consent or agree to the occurrence of any Transaction until the Corporation has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the Series D Preferred Shares that will contain provisions enabling the holders of the Series D Preferred Shares that remain outstanding after such Transaction to convert into the consideration received by holders of Common Shares at the Conversion Price in effect immediately prior to such Transaction. The provisions of this subsection (5) shall similarly apply to successive Transactions.

(6) If:

(i) the Corporation shall declare a distribution on the Common Shares (other than in cash out of the total equity applicable to Common Shares, including revaluation equity, less the amount of stated capital attributable to Common Shares, determined on the basis of the most recent annual consolidated cost basis and current value basis and quarterly consolidated balance sheets of the Corporation and its consolidated subsidiaries available at the time of the declaration of the distribution); or

(ii) the Corporation shall authorize the granting to the holders of the Common Shares of rights or warrants to subscribe for or purchase any shares of any class or any other rights or warrants; or

(iii) there shall be any reclassifications of the Common Shares (other than an event to which subsection (g)(4)(i) applied) or any consolidation or merger to which the Corporation is a party and for which approval of any shareholders of the Corporation is required, or a statutory share exchange involving the conversion or exchange of Common Shares into securities or other property, or a self-tender offer by the Corporation for all or substantially all of its outstanding Common Shares, or the sale or transfer of all or substantially all of the assets of the Corporation as an entity and for which approval of any stockholder of the Corporation is required; or

(iv) there shall occur the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, then the Corporation shall cause to be filed with the transfer agent for the Series D Preferred Shares (the “Transfer Agent”) and shall cause to be mailed to the holders of the Series D Preferred Shares at their addresses as shown on the share records of the Corporation, as promptly as possible, but at least 15 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such distribution or rights or warrants are to be determined or (B) the date on which such reclassification, consolidation, merger, statutory share exchange, sale, transfer, liquidation, dissolution or winding up is expected to become effective, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, statutory share exchange, sale, transfer, liquidation, dissolution or winding up. Failure to give or receive such notice or any defect therein shall not affect the legality or validity of the proceedings described in this subsection (g).

(7) Whenever the Conversion Price is adjusted as herein provided, the Corporation shall promptly file with the Transfer Agent and the depositary for the depositary shares representing the Series D Preferred Shares an officer’s certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after delivery of such certificate, the Corporation shall prepare a notice of such adjustment of the Conversion Price setting forth the adjusted Conversion Price and the effective date such adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Price to the holder of each Series D Preferred Share at such holder’s last address as shown on the share records of the Corporation.

(8) In any case in which subsection (g)(4) provides that an adjustment shall become effective on the date next following the record date for an event, the Corporation may defer until the occurrence of such event (A) issuing to the holder of any Series D Preferred Shares converted after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event over and above the Common Shares issuable upon such conversion before giving effect to such adjustment and (B) fractionalizing any Series D Preferred Share and/or paying to such holder any amount of cash in lieu of any fraction pursuant to subsection (g)(3).

(9) There shall be no adjustment of the Conversion Price in case of the issuance of any shares of the Corporation in a reorganization, acquisition or other similar transaction except as specifically set forth in this subsection (g). If any action or transaction would require adjustment of the Conversion Price pursuant to more than one subsection of this subsection (g), only one adjustment shall be made, and such adjustment shall be the amount of adjustment that has the highest absolute value.

(10) If the Corporation shall take any action affecting the Common Shares, other than action described in this subsection (g), that in the opinion of the Board of Directors would have a material adverse effect on the conversion rights of the holders of the Series D Preferred Shares, the Conversion Price for the Series D Preferred Shares may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors, in its sole discretion, may determine to be equitable in the circumstances.

(11) The Corporation covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Shares, for the purpose of effecting conversion of the Series D Preferred Shares, the full number of Common Shares deliverable upon the conversion of all outstanding Series D Preferred Shares not theretofore converted. For purposes of this subsection (11), the number of Common Shares that shall be deliverable upon the conversion of all outstanding Series D Preferred Shares shall be computed as if at the time of computation all such outstanding shares were held by a single holder. The Corporation covenants that any Common Shares issued upon conversion of the Series D Preferred Shares shall be validly issued, fully paid and non-assessable. Before taking any action that would cause an adjustment reducing the Conversion Price below the then par value of the Common Shares deliverable upon conversion of the Series D Preferred Shares, the Corporation will take any action that, in the opinion of its counsel, may be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable Common Shares at such adjusted Conversion Price. The Corporation shall endeavor to list the Common Shares required to be delivered upon conversion of the Series D Preferred Shares, prior to such delivery, upon each national securities exchange, if any, upon which the outstanding Common Shares are listed at the time of such delivery. Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series D Preferred Shares, the Corporation shall endeavor to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by any governmental authority.

(12) The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Common Shares or other securities or property on conversion of the Series D Preferred Shares pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issue or delivery of Common Shares or other securities or property in a name other than that of the holder of the Series D Preferred Shares to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Corporation the amount of any such tax or established, to the reasonable satisfaction of the Corporation, that such tax has been paid.

(13) In addition to the foregoing adjustments, the Corporation will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the Common Shares.

(14) The Conversion Price as it relates to depositary shares representing the Series D

Preferred Shares shall be adjusted in a similar manner to that with respect to the Conversion Price for the Series D Preferred shares if such Conversion Price is adjusted, as set forth in this subsection (g).

EXHIBIT E

to the Third

Restated Articles of Incorporation of

Duke Realty Corporation

1. Series E Preferred Stock. Pursuant to authority granted under Section 6.01 of the Corporation’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), the Board of Directors of the Corporation hereby establishes a series of preferred shares designated the 8.25% Series E Cumulative Redeemable Preferred Shares ($0.01 Par Value Per Share) (Liquidation Preference $250.00 Per Share) (the “Series E Preferred Shares”) on the following terms:

(a) Number. The number of authorized shares of the Series E Preferred Shares shall be 460,000.

(1) The holders of the then outstanding Series E Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors out of any funds legally available therefor, cumulative dividends at an initial rate of 8.25% per share per year, payable in equal amounts of $5.15625 per share quarterly in cash on the last day of each March, June, September and December or, if not a Business Day (as hereinafter defined), the next succeeding Business Day beginning on March 31, 1999 (each such day being hereinafter called a “Quarterly Dividend Date” and each period ending on a Quarterly Dividend Date being hereinafter called a “Dividend Period”). Dividends shall be payable to holders of record as they appear in the share records of the Corporation at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Board of Directors of the Corporation for the payment of dividends that is not more than 30 nor less than 10 days prior to such Quarterly Dividend Date. The amount of any dividend payable for any Dividend Period shorter than a full Dividend Period (including the first Dividend Period) shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends on each share of Series E Preferred Shares shall accrue and be cumulative from and including the date of original issue thereof, whether or not (i) dividends on such shares are earned and declared, (ii) the Corporation has earnings, or (iii) on any Quarterly Dividend Date there shall be funds legally available for the payment of dividends. Dividends paid on the Series E Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. Except as provided in subparagraph (e)(2)(v) and the last sentence of this paragraph, unless the full cumulative dividends on the Series E Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no dividends (other than dividends payable solely in Common Shares or other capital shares of the Corporation ranking junior to the Series E Preferred Shares as to dividends and upon liquidation) shall be declared or paid or set aside for payment or other distribution made upon the Common Shares or any other capital shares of the Corporation ranking junior to or on a parity with the Series E Preferred Shares as to dividends or upon liquidation, nor shall any Common Shares, or any other capital shares of the Corporation ranking junior to or on a parity with the Series E Preferred Shares as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such shares) by the Corporation or any subsidiary of the Corporation (except for conversion into or exchange for such capital shares of the Corporation ranking junior to the Series E Preferred Shares as to dividends and upon liquidation). If accrued dividends on the Series E Preferred Shares for all prior Dividend Periods have not been paid in full, then any dividend declared on the Series E Preferred Shares for any Dividend Period and on any series of preferred shares at the time outstanding ranking on a parity as to the dividends with the Series E Preerred Shares will be declared ratably in proportion to accrued and unpaid dividends on the Series E Preferred Shares and such series of preferred shares at the time outstanding ranking on a parity as to dividends with the Series E Preferred Shares.

(2) The amount of any dividends accrued on any Series E Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend

Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series E Preferred Shares at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of 8.25% per share, for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30-day months.

(3) Except as provided in this Section 6.09, the Series E Preferred Shares shall not be entitled to participate in the earnings or assets of the Corporation.

(4) Any dividend payment made on the Series E Preferred Shares shall be first credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.

(5) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Code), any portion (the “Capital Gains Amount”) of the dividends paid or made available for the year to holders of all classes of Shares (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocated to the holders of the Series E Preferred Shares shall be the amount that the total dividends paid or made available to the holders of the Series E Preferred Shares for the year bears to the Total Dividends.

(6) No dividends on the Series E Preferred Shares shall be authorized by the Board of Directors or be paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, dividends on the Series E Preferred Shares will accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized.

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the holders of the Series E Preferred Shares then outstanding shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its shareholders, before any payment or distribution shall be made on any Junior Shares, the amount of $250.00 per share, plus accrued and unpaid dividends thereon.

(2) After the payment to the holders of the Series E Preferred Shares of the full preferential amounts provided for in this Section 6.09, the holders of the Series E Preferred Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation.

(3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the amounts payable with respect to the preference value of the Series E Preferred Shares and any other shares of the Corporation ranking as to any such distribution on a parity with the Series E Preferred Shares are not paid in full, the holders of the Series E Preferred Shares and of such other shares will share ratably in any such distribution of assets of the Corporation in proportion to the full respective preference amounts to which they are entitled.

(e) Redemption by the Corporation.

(1) Optional Redemption. On and after January 20, 2004, the Corporation may, at its option, redeem at any time all or, from time to time, part of the Series E Preferred Shares at a price per share (the “Series E Redemption Price”), payable in cash, of $250.00, together with all accrued and unpaid dividends to and including the date fixed for redemption (the “Series E Redemption Date”). The Series E Preferred Shares have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions.

(2) Procedures of Redemption.

(i) Notice of redemption will be published in a newspaper of general circulation in

the city of New York, once a week for two successive weeks, and notice will be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the Series E Redemption Date, addressed to each holder of record of the Series E Preferred Shares to be redeemed at the address set forth in the share transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series E Preferred Shares except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series E Preferred Shares (or depositary shares or receipts representing fractional interests in Series E Preferred Shares) may be listed or admitted to trading, such notice shall state: (a) the Series E Redemption Date; (b) the Series E Redemption Price; (c) the number of Series E Preferred Shares to be redeemed; (d) the place or places where certificates for such shares are to be surrendered for payment of the Series E Redemption Price; and (e) that dividends on the shares to be redeemed will cease to accumulate on the Series D Redemption Date. In case fewer than all of the Series E Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series E Preferred Shares to be redeemed from such holder.

(ii) If notice has been mailed in accordance with subparagraph (e)(2)(i) above and provided that on or before the Series E Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Series E Preferred Shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series E Redemption Date, dividends on the Series E Preferred Shares so called for redemption shall cease to accumulate, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series E Preferred Shares and all rights of the holders thereof as shareholders of the Corporation (except the right to receive the Series E Redemption Price) shall cease. Upon surrender, in accordance with such notice, of the certificates for any Series E Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such Series E Preferred Shares shall be redeemed by the Corporation at the Series E Redemption Price. In case fewer than all the Series E Preferred Shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed Series E Preferred Shares without cost to the holder thereof.

(iii) Any funds deposited with a bank or trust company for the purpose of redeeming Series E Preferred Shares shall be irrevocable except that:

(B) any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series E Preferred Shares entitled thereto at the expiration of two years from the applicable Series E Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings.

(iv) No Series E Preferred Shares may be redeemed except from proceeds from the sale of other capital stock of the Company, including but not limited to common stock, preferred stock, depositary shares, interests, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing.

(v) Unless full accumulated dividends on all Series E Preferred Shares shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no Series E Preferred Shares shall be redeemed or purchased or otherwise acquired directly or indirectly by the Corporation or any subsidiary of the Corporation (except by conversion into or exchange for Junior Shares) and no shares of any series of preferred shares of the Corporation shall be redeemed unless all outstanding Series E Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the redemption of Series E Preferred Shares to preserve the REIT status of the Corporation or the purchase or acquisition of Series E Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series E Preferred Shares. Notwithstanding the foregoing, in the case of a Redemption Request (as defined below) which has not been fulfilled at the time the Corporation gives notice of its election to redeem all or any Series E Preferred Shares, the shares which are the subject of such pending Redemption Request shall be redeemed prior to any other Series E Preferred Shares.

(vi) If the Series E Redemption Date is after a Record Date and before the related

Quarterly Dividend Date, the dividend payable on such Quarterly Dividend Date shall be paid to the holder in whose name the Series D Preferred Shares to be redeemed are registered at the close of business on such Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Dividend Date or the Corporation’s default in the payment of the dividend due.

(vii) In case of redemption of less than all Series E Preferred Shares at the time outstanding, the Series E Preferred Shares to be redeemed shall be selected prorata from the holders of record of such shares in proportion to the number of Series E Preferred Shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Corporation.

(f) Voting Rights. Except as required by law, and as set forth below, the holders of the Series E Preferred Shares shall not be entitled to vote at any meeting of the shareholders for election of Directors or for any other purpose or otherwise to participate in any action taken by the Corporation or the shareholders thereof, or to receive notice of any meeting of shareholders.

(1) Whenever dividends on any Series E Preferred Shares shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive, the holders of such Series E Preferred Shares (voting separately as a class with all other series of preferred shares upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two additional Directors of the Corporation at a special meeting called by the holders of Record of at least ten percent (10%) of any series of preferred shares so in arrears (unless such request is received less than 90 days before the date fixed of for the next annual or special meeting of the shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting until all dividends accumulated on such Series E Preferred Shares for the past dividend periods and the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of Directors of the Corporation will be increased by two Directors.

(2) So long as any Series E Preferred Shares remain outstanding, the Corporation will not, without the affirmative vote or consent of the holders of at least two-thirds of the Series E Preferred Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares of capital stock ranking prior to the Series E Preferred Shares with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any authorized shares of the Corporation into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of the Corporation’s Articles of Incorporation, whether by merger, consolidation or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series E Preferred Shares or the holders thereof; provided, however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series E Preferred Shares remain outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of an Event, the Corporation may not be the surviving entity, the occurrence of any such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of holders of Series E Preferred Shares and provided further that (x) any increase in the amount of the authorized preferred shares or the creation or issuance of any other series of preferred shares, or (u) any increase in the amount of authorized Series E Preferred Shares or any other preferred shares, in each case ranking on a parity with or junior to the Series E Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series E Preferred Shares shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

(3) On each matter submitted to a vote of the holders of Series E Preferred Shares in accordance with this Section 6.09, or as otherwise required by law, each Series E Preferred Share shall be entitled to ten (10) votes, each of which ten (10) votes may be directed separately by the holder thereof. With respect to each Series E Preferred Share, the holder thereof may designate up to ten (10) proxies, with each such proxy having the right to vote a whole number of votes (totaling ten (10) votes per Series E Preferred Share).

(g) Conversion. The Series E Preferred Shares are not convertible into or exchangeable for any other property or securities of the Corporation.

EXHIBIT F

to the Third

Restated Articles of Incorporation of

Duke Realty Corporation

1. SERIES F PREFERRED STOCK. Pursuant to the authority granted under Section 6.01, the Board of Directors of the Corporation hereby establishes a series of Preferred Shares designated the 8.00% Series F Cumulative Redeemable Preferred Shares (the “Series F Preferred Stock”), the holders of which shall receive units representing one one-thousandth (1/1,000) of a share (the “Preference Shares”) of such Series F Preferred Stock, on the following terms:

(a) Number. The maximum number of authorized shares of the Series F Preferred Stock shall be 7,400.

(b) Relative Seniority. In respect of rights to receive dividends and to participate in distributions of payments in the event of any liquidation, dissolution or winding up of the Corporation, the Series F Preferred Stock shall rank (a) senior to any class or series of Equity Stock of the Corporation ranking, as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up, junior to the Series F Preferred Stock (collectively, “Junior Stock”), (b) senior to any class or series of Equity Stock of the Corporation ranking, as to the payment of dividends and as to the distribution of assets upon liquidation, dissolution or winding up, junior to the Series F Preferred Stock (collectively, “Fully Junior Stock”), and (c) on a parity with any class or series of Equity Stock of the Corporation ranking, as to the payment of dividends and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share thereof are different from those of the Series F Preferred Stock, if the holders of such class or series of Equity Stock and the Series F Preferred Stock shall be entitled to the receipt of dividends and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid dividends per share or liquidation preferences, without preference or priority one over the other (collectively, “Parity Stock”).

(1) The holders of the then outstanding Units shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available therefor, cumulative dividends at the rate of $2.00 per Unit per year, payable in equal amounts of $0.50 per Unit quarterly in cash on the last day of each January, April, July and October or, if not a Business Day (as hereinafter defined), the next succeeding Business Day. Dividends shall begin to accrue and shall be fully cumulative from the first date on which the pertinent Units of the Series F Preferred Stock are issued and sold and shall first be payable on July 31, 1999 (each such payment date being hereafter called a “Quarterly Dividend Date” and each period ending on a Quarterly Dividend Date being hereinafter called a “Dividend Period”). Dividends shall be payable to holders of record as they appear in the share records of the Corporation at the close of business on the applicable record date (the “Record Date”), which shall be the 15th day of the calendar month in which the applicable Quarterly Dividend Date falls on or such other date designated by the Board of Directors of the Corporation for the payment of dividends that is not more than 50 nor less than 10 days prior to such Quarterly Dividend Date. The amount of any dividend payable for any Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of the actual number of days in such period. Dividends paid on the Units in an amount less than the total amount of such dividends at the time accrued and payable on such Units shall be allocated pro rata on a per share basis among all such Unit at the time outstanding.

(2) The amount of any dividends accrued on any Units at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any Units of Series F Preferred Stock at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of $2.00 per Unit for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on the actual number of days in such period.

(3) Except as provided in this Section 6.10, the Units will not be entitled to any dividends in excess of full cumulative dividends as described above and shall not be entitled to participate in the earnings or assets of the

Corporation, and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Units which may be in arrears.

(4) Any dividend payment made on the Units shall first be credited against the earliest accrued but unpaid dividend due with respect to such Units which remains payable.

(5) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Code), any portion (the “Capital Gains Amount”) of the dividends paid or made available for the year to holders of all classes of shares (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocated to the holders of the Units shall equal (i) the Capital Gains Amount multiplied by (ii) a fraction that is equal to (a) the total dividends paid or made available to the holders of the Units of the Series F Preferred Stock for the year over (b) the Total Dividends.

(6) No dividends on the Units shall be authorized by the Board of Directors or be paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, dividends on the Units will accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized.

(7) So long as any Units of Series F Preferred Stock remain outstanding, no dividends, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any class or series of Parity Stock for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Units for all Dividend Periods terminating on or prior to the dividend payment date for such class or series of Parity Stock. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends declared upon the Units and all dividends declared upon any other class or series of Parity Stock shall be declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Units and accumulated and unpaid on such Parity Stock.

(8) So long as any Units of Series F Preferred Stock remain outstanding, no dividends (other than dividends or distributions paid solely in shares of, or options, warrants or rights to subscribe for or purchase shares of, Fully Junior Stock) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Stock or Fully Junior Stock, nor shall any Junior Stock or Fully Junior Stock be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of shares of Common Stock made for purposes of any employee incentive or benefit plan of the Corporation or any subsidiary) for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation, directly or indirectly (except by conversion into or exchange for shares of Fully Junior Stock), unless in each case (i) the full cumulative dividends on all outstanding Units of Series F Preferred Stock and any other Parity Stock of the Corporation shall have been or contemporaneously are declared and paid or declared and set apart for payment for all past Dividend Periods with respect to the Units and all past dividend periods with respect to such Parity Stock and (ii) sufficient funds shall have been or contemporaneously are declared and paid or declared and set apart for the payment of the dividend for the current Dividend Period with respect to the Units and the current dividend period with respect to such Parity Stock.

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Units then outstanding shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its shareholders, before any payment or distribution shall be made on any Junior Stock, the amount of $25.00 per Unit, plus accrued and unpaid dividends thereon.

(2) After the payment to the holders of the Units of the full preferential amounts provided for in this Section 6.10, any other series or class of Junior Stock or Fully Junior Stock shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid, and the holders of the Units, as such, shall have no right or claim to any of the remaining assets of the Corporation.

(3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of the Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of any class or series of Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Units and any

such other Parity Stock ratably in accordance with the respective amounts that would be payable on such Units and any such other Parity Stock if all amounts payable thereon were paid in full.

(4) Neither a consolidation nor a merger of any other entity into or with the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6.10

(e) Redemption by the Corporation.

(1) Optional Redemption. On and after October 10, 2002, the Corporation may, at its option, redeem at any time all or, from time to time, any part of the Series F Preferred Stock at a price per Unit (the “Redemption Price”), payable in cash, of $25.00, together with all accrued and unpaid dividends to and including the date fixed for redemption (the “Redemption Date”), without interest, to the full extent the Corporation has funds legally available therefor. The Series F Preferred Stock shall have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions.

(2) Procedures of Redemption.

(i) Notice of redemption will be given by publication in a newspaper of general circulation in the City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 90 days prior to the Redemption Date. Notice of any redemption will also be mailed by the registrar, postage prepaid, not less than 30 nor more than 90 days prior to the Redemption Date, addressed to each holder of record of the Units to be redeemed at the address set forth in the share transfer records of the registrar. Any notice mailed in the manner provided herein shall be conclusively presumed to have been given on the date mailed whether or not the holder received the notice. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Units except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Units may be listed or admitted to trading, such notice shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the number of Units of Series F Preferred Stock to be redeemed; (d) the place or places where certificates for such Units are to be surrendered for payment of the Redemption Price; and (e) that dividends on the Units to be redeemed will cease to accumulate on the Redemption Date. If fewer than all of the Units of Series F Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Units of Series F Preferred Stock to be redeemed from such holder.

(ii) If notice has been mailed in accordance with subparagraph (e)(2)(i) above and provided that on or before the Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Units so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Redemption Date, dividends on the Units so called for redemption shall cease to accumulate, and said Units shall no longer be deemed to be outstanding and shall not have the status of Units of Series F Preferred Stock and all rights of the holders thereof as shareholders of the Corporation (except the right to receive the Redemption Price) shall cease. Upon surrender, in accordance with such notice, of the certificates for any Units of Series F Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such Units of Series F Preferred Stock shall be redeemed by the Corporation at the Redemption Price. In case fewer than all the Units of Series F Preferred Stock represented by any such certificate are redeemed, a new certificate or certificates shall be issued presenting the unredeemed Units of Series F Preferred Stock without cost to the holder thereof.

(iii) Any funds deposited with a bank or trust company for the purpose of redeeming Units of Series F Preferred Stock shall be irrevocably deposited except that:

(A) the Corporation shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any Units redeemed shall have no claim to such interest or other earnings; and

(B) any balance of monies so deposited by the Corporation and unclaimed by the holders of the Units entitled thereto at the expiration of two years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Corporation, and after any such repayment, the holders of the Units entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings.

(iv) No Units of Series F Preferred Stock may be redeemed except from proceeds from the sale of other capital stock of the Corporation, including but not limited to common stock, preferred stock, depositary shares, interests, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing.

(v) Unless full accumulated dividends on all Units of Series F Preferred Stock and any other class or series of Parity Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no Units or Parity Stock shall be redeemed or purchased or otherwise acquired directly or indirectly; provided, however, that the foregoing shall not prevent the redemption of Units or Parity Stock to preserve the Corporation’s REIT status or the purchase or acquisition of Units or Parity Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Units of Series F Preferred Stock or Parity Stock, as the case may be.

(vi) If the Redemption Date is after a Record Date and before the related Quarterly Dividend Date, the dividend payable on such Quarterly Dividend Date shall be paid to the holder in whose name the Units of Series F Preferred Stock to be redeemed are registered at the close of business on such Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Dividend Date or the Corporation’s default in the payment of the dividend due. Except as provided above, the Company will make no payment or allowance for unpaid dividends, whether or not in arrears, on Units to be redeemed.

(vii) In case of redemption of less than all of the Units of the Series F Preferred Stock at the time outstanding, the Units of Series F Preferred Stock to be redeemed shall be selected by the Corporation by lot or pro rata from the holders of record of such Units in proportion to the number of Units of Series F Preferred Stock held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Corporation in its sole and absolute discretion.

(f) Voting Rights. Except as required by law, and as set forth below, the holders of the Units shall not be entitled to vote at any meeting of the shareholders of the Corporation for election of Directors or for any other purpose or otherwise to participate in any action taken by the Corporation or the shareholders thereof, or to receive notice of any meeting of shareholders and the consent of the holders of the Units shall not be required for the taking of any corporate action.

(1) If and whenever dividends payable on the Units or any series or class of Parity Stock shall be in arrears for six consecutive or otherwise Dividend Periods, whether or not declared, the number of directors then constituting the Board of Directors shall be increased by two, and the holders of such Units, together with the holders of shares of every other series of Parity Stock, voting together as a single class regardless of series, shall be entitled to vote for the election of two additional directors of the Corporation at any annual meeting of shareholders or special meeting held in place thereof, or at a special meeting of the holders of the Units and the Parity Stock called as hereinafter provided. Whenever all arrears in dividends on the Units and the Parity Stock then outstanding shall have been paid and dividends thereon for the current Dividend Period shall have been paid or declared and set apart for payment, then the right of the holders of the Units and the Parity Stock to elect such additional two directors shall immediately cease (but subject always to the same provision for the vesting of such voting rights in the case of any similar future arrearages in six consecutive Dividend Periods), and the terms of office of all persons elected as directors by the holders of the Units and the Parity Stock shall immediately terminate and the number of the Board of Directors shall be reduced accordingly.

(2) At any time after such voting rights shall have been so vested in the holders of the Units and the Parity Stock, the secretary of the Corporation may, and upon the written request of holders of record of at least ten percent (10%) of the Units then outstanding (addressed to the secretary at the principal office of the Corporation) shall, call a special meeting of the holders of the Units and of the Parity Stock for the election of the two directors to be elected by them as herein provided, such call to be made by notice similar to that provided in the Bylaws of the Corporation for a special meeting of the shareholders or as required by law. If any such special meeting required to be called as provided above shall not be called by the secretary within 20 days after receipt of any such request, then any holder of Units may call such meeting, upon the notice provided above, and for that purpose shall have access to the stock records of the Corporation. The directors elected at any such special meeting shall hold office until the next annual meeting of the shareholders or special meeting held in lieu thereof if such office shall not have previously terminated as provided above. If any vacancy shall occur among the directors elected by the holders of the Units and the Parity Stock, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining director elected by the holders of the Units and the Parity Stock or the successor of such remaining director, to serve until the next annual meeting of the shareholders or special meeting held in place thereof if such office shall not have previously terminated as provided above.

(3) So long as any Units of Series F Preferred Stock remain outstanding, the Corporation will not, without the affirmative vote or consent of the holders of at least two-thirds of the Units and the Parity Stock outstanding at the time, acting as a single class regardless of series, given in person or by proxy, either in writing or at a meeting,

(i) authorize or create, or increase the authorized or issued amount of, any class or series of Equity Securities ranking prior to the Series F Preferred Stock with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any authorized shares of the Corporation into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or

(ii) amend, alter or repeal the provisions of the Articles of Incorporation, including this Amendment, so as to materially and adversely affect any right, preference, privilege or voting power of the Series F Preferred Stock, the Parity Stock or the holders thereof; provided, however, that the amendment of the provisions of the Articles of Incorporation so as to authorize or create or to increase the authorized amount of shares of any class of any Fully Junior Stock or Junior Stock that are not senior in any respect to the Series F Preferred Stock, or any shares of any class ranking on a parity with the Series F Preferred Stock or the Parity Stock, shall not be deemed to adversely affect the rights, preferences, privileges or voting power of the Series F Preferred Stock; and provided further, however, that if any such amendment, alteration or repeal would materially and adversely affect any right, preference, privilege or voting power of the Series F Preferred Stock or another series of Parity Stock that is not enjoyed by some or all of the other series otherwise entitled to vote in accordance herewith, the affirmative vote of at least two thirds of the votes entitled to be cast by the holders of all series similarly affected, similarly given, shall be required in lieu of the affirmative vote of at least two thirds of the votes entitled to be cast by the holders of the Units of the Series F Preferred Stock and the Parity Stock otherwise entitled to vote in accordance herewith; or

(iii) effect or validate a share exchange that affects the Series F Preferred Stock, a consolidation with or merger of the Corporation into another entity, or a consolidation with or merger of another entity into the Corporation, unless in each such case each Unit of Series F Preferred Stock (x) shall remain outstanding without a material and adverse change to its terms and rights or (y) shall be converted into or exchanged for preferred stock of the surviving entity having preferences, voting powers, restrictions, limitations as to dividends, qualifications and terms or conditions of redemption thereof identical to that of a Unit of Series F Preferred Stock (except for changes that do not materially and adversely affect the holders of the Units).

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Units of Series F Preferred Stock shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

(4) On each matter submitted to a vote of the holders of Units of the Series F Preferred Stock in accordance with this Section 6.10, or as otherwise required by law, each Unit of Series F Preferred Stock shall be entitled to one vote. With respect to each Unit of Series F Preferred Stock, the holder thereof may designate a proxy, with each such proxy having the right to vote on behalf of the holder.

(g) Retirement. Except as otherwise provided in the Articles of Incorporation, all Units of Series F Preferred Stock which shall have been issued and reacquired in any manner by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to class or series.

(h) Conversion. The Units of Series F Preferred Stock are not convertible into or exchangeable for any other property or securities of the Corporation.

(i) Record Holders. The Corporation and the Corporation’s transfer agent may deem and treat the record holder of any Units of Series F Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor its transfer agent shall be affected by any notice to the contrary.

EXHIBIT G

to the Third

Restated Articles of Incorporation of

Duke Realty Corporation

Reserved for later use.

EXHIBIT H

to the Third

Restated Articles of Incorporation of

Duke Realty Corporation

1. SERIES H PREFERRED STOCK. Pursuant to the authority granted under Section 6.01, the Board of Directors of the Corporation hereby establishes a series of preferred shares designated the 8.625% Series H Cumulative Redeemable Preferred Shares (the “Series H Preferred Stock”), the holders of which shall receive units representing one one-thousandth (1/1,000) of a share (the “Preference Shares”) of such Series H Preferred Stock, on the following terms:

(a) Number. The maximum number of authorized shares of the Series H Preferred Stock shall be 2,600.

(b) Relative Seniority. In respect of rights to receive dividends and to participate in distributions of payments in the event of any liquidation, dissolution or winding up of the Corporation, the Series H Preferred Stock shall rank (a) senior to any class or series of Equity Stock of the Corporation ranking, as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up, junior to the Series H Preferred Stock (collectively, “Junior Stock”), (b) senior to any class or series of Equity Stock of the Corporation ranking, as to the payment of dividends and as to the distribution of assets upon liquidation, dissolution or winding up, junior to the Series H Preferred Stock (collectively, “Fully Junior Stock”), and (c) on a parity with any class or series of Equity Stock of the Corporation ranking, as to the payment of dividends and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share thereof are different from those of the Series H Preferred Stock, if the holders of such class or series of Equity Stock and the Series H Preferred Stock shall be entitled to the receipt of dividends and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid dividends per share or liquidation preferences, without preference or priority one over the other (collectively, “Parity Stock”).

(1) The holders of the then outstanding Units shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available therefor, cumulative dividends at the rate of $2.15625 per Unit per year, payable in equal amounts of $0.5390625 per Unit quarterly in cash on the last day of each January, April, July and October or, if not a Business Day (as hereinafter defined), the next succeeding Business Day. Dividends shall begin to accrue and shall be fully cumulative from the first date on which the pertinent Units of the Series H Preferred Stock are issued and sold and shall first be payable on July 31, 1999 (each such payment date being hereafter called a “Quarterly Dividend Date” and each period ending on a Quarterly Dividend Date being hereinafter called a “Dividend Period”). Dividends shall be payable to holders of record as they appear in the share records of the Corporation at the close of business on the applicable record date (the “Record Date”), which shall be the 15th day of the calendar month in which the applicable Quarterly Dividend Date falls on or such other date designated by the Board of Directors of the Corporation for the payment of dividends that is not more than 50 nor less than 10 days prior to such Quarterly Dividend Date. The amount of any dividend payable for any Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of the actual number of days in such period. Dividends paid on the Units in an amount less than the total amount of such dividends at the time accrued and payable on such Units shall be allocated pro rata on a per share basis among all such shares at the time outstanding.

(2) The amount of any dividends accrued on any Units at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any Units of Series H Preferred Stock at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of $2.15625 per Units for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on the actual number of days in such period.

(3) Except as provided in this Section 6.11, the Series H Preferred Stock will not be entitled to any dividends in excess of full cumulative dividends as described above and shall not be entitled to participate in the earnings or assets of the Corporation, and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Units which may be in arrears.

(4) Any dividend payment made on the Units shall first be credited against the earliest accrued but unpaid dividend due with respect to such Units which remains payable.

(5) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Code), any portion (the “Capital Gains Amount”) of the dividends paid or made available for the year to holders of all classes of shares (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocated to the holders of the Units shall equal (i) the Capital Gains Amount multiplied by (ii) a fraction that is equal to (a) the total dividends paid or made available to the holders of the Units for the year over (b) the Total Dividends.

(7) So long as any Units of Series H Preferred Stock remain outstanding, no dividends, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any class or series of Parity Stock for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Units for all Dividend Periods terminating on or prior to the dividend payment date for such class or series of Parity Stock. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends declared upon the Units and all dividends declared upon any other class or series of Parity Stock shall be declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Units and accumulated and unpaid on such Parity Stock.

(8) So long as any Units of Series H Preferred Stock remain outstanding, no dividends (other than dividends or distributions paid solely in shares of, or options, warrants or rights to subscribe for or purchase shares of, Fully Junior Stock) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Stock or Fully Junior Stock, nor shall any Junior Stock or Fully Junior Stock be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of shares of Common Stock made for purposes of any employee incentive or benefit plan of the Corporation or any subsidiary) for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation, directly or indirectly (except by conversion into or exchange for shares of Fully Junior Stock), unless in each case (i) the full cumulative dividends on all outstanding Units of Series H Preferred Stock and any other Parity Stock of the Corporation shall have been or contemporaneously are declared and paid or declared and set apart for payment for all past Dividend Periods with respect to the Units and all past dividend periods with respect to such Parity Stock and (ii) sufficient funds shall have been or contemporaneously are declared and paid or declared and set apart for the payment of the dividend for the current Dividend Period with respect to the Units and the current dividend period with respect to such Parity Stock.

(d) Liquidation Rights.

(2) After the payment to the holders of the Units of the full preferential amounts provided for in this Section 6.11, any other series or class of Junior Stock or Fully Junior Stock shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid, and the holders of the Units, as such, shall have no right or claim to any of the remaining assets of the Corporation.

series of Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Units and any such other Parity Stock ratably in accordance with the respective amounts that would be payable on such Units and any such other Parity Stock if all amounts payable thereon were paid in full.

(e) Redemption.

(1) Optional Redemption. On and after November 12, 2003, the Corporation may, at its option, redeem at any time all or, from time to time, any part of the Series H Preferred Stock at a price per Unit (the “Redemption Price”), payable in cash, of $25.00, together with all accrued and unpaid dividends to and including the date fixed for redemption (the “Redemption Date”), without interest, to the full extent the Corporation has funds legally available therefor. The Series H Preferred Stock shall have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions.

(2) Procedures Of Redemption.

(i) Notice of redemption will be given by publication in a newspaper of general circulation in the City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 90 days prior to the Redemption Date. Notice of any redemption will also be mailed by the registrar, postage prepaid, not less than 30 nor more than 90 days prior to the Redemption Date, addressed to each holder of record of the Units to be redeemed at the address set forth in the share transfer records of the registrar. Any notice mailed in the manner provided herein shall be conclusively presumed to have been given on the date mailed whether or not the holder received the notice. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Units except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Units may be listed or admitted to trading, such notice shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the number of Units of Series H Preferred Stock to be redeemed; (d) the place or places where certificates for such Units are to be surrendered for payment of the Redemption Price; and (e) that dividends on the Units to be redeemed will cease to accumulate on the Redemption Date. If fewer than all of the Units of Series H Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Units of Series H Preferred Stock to be redeemed from such holder.

(ii) If notice has been mailed in accordance with subparagraph (e)(2)(i) above and provided that on or before the Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Units so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Redemption Date, dividends on the Units so called for redemption shall cease to accumulate, and said Units shall no longer be deemed to be outstanding and shall not have the status of Units of Series H Preferred Stock and all rights of the holders thereof as shareholders of the Corporation (except the right to receive the Redemption Price) shall cease. Upon surrender, in accordance with such notice, of the certificates for any Units of Series H Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such Units of Series H Preferred Stock shall be redeemed by the Corporation at the Redemption Price. In case fewer than all the Units of Series H Preferred Stock represented by any such certificate are redeemed, a new certificate or certificates shall be issued presenting the unredeemed Units of Series H Preferred Stock without cost to the holder thereof.

(iii) Any funds deposited with a bank or trust company for the purpose of redeeming Units of Series H Preferred Stock shall be irrevocably deposited except that:

(A) the Corporation shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any Units redeemed shall have no claim to such interest or other earnings; and

interest or other earnings.

(iv) No Units of Series H Preferred Stock may be redeemed except from proceeds from the sale of other capital stock of the Corporation, including but not limited to common stock, preferred stock, depositary shares, interests, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing.

(v) Unless full accumulated dividends on all Units of Series H Preferred Stock and any other class or series of Parity Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no Units or Parity Stock shall be redeemed or purchased or otherwise acquired directly or indirectly; provided, however, that the foregoing shall not prevent the redemption of Units or Parity Stock to preserve the Corporation’s REIT status or the purchase or acquisition of Units or Parity Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Units of Series H Preferred Stock or Parity Stock, as the case may be.

(vi) If the Redemption Date is after a Record Date and before the related Quarterly Dividend Date, the dividend payable on such Quarterly Dividend Date shall be paid to the holder in whose name the Units of Series H Preferred Stock to be redeemed are registered at the close of business on such Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Dividend Date or the Corporation’s default in the payment of the dividend due. Except as provided above, the Company will make no payment or allowance for unpaid dividends, whether or not in arrears, on Units to be redeemed.

(vii) In case of redemption of less than all of the Units of the Series H Preferred Stock at the time outstanding, the Units of Series H Preferred Stock to be redeemed shall be selected by the Corporation by lot or pro rata from the holders of record of such Units in proportion to the number of Units of Series H Preferred Stock held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Corporation in its sole and absolute discretion.

place thereof if such office shall not have previously terminated as provided above.

(3) So long as any Units of Series H Preferred Stock remain outstanding, the Corporation will not, without the affirmative vote or consent of the holders of at least two-thirds of the Units and the Parity Stock outstanding at the time, acting as a single class regardless of series, given in person or by proxy, either in writing or at a meeting,

(A) authorize or create, or increase the authorized or issued amount of, any class or series of Equity Securities ranking prior to the Series H Preferred Stock with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any authorized shares of the Corporation into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or

(B) amend, alter or repeal the provisions of the Articles of Incorporation, including this Amendment, so as to materially and adversely affect any right, preference, privilege or voting power of the Series H Preferred Stock, the Parity Stock or the holders thereof; provided, however, that the amendment of the provisions of the Articles of Incorporation so as to authorize or create or to increase the authorized amount of shares of any class of any Fully Junior Stock or Junior Stock that are not senior in any respect to the Series H Preferred Stock, or any shares of any class ranking on a parity with the Series H Preferred Stock or the Parity Stock, shall not be deemed to adversely affect the rights, preferences, privileges or voting power of the Series H Preferred Stock; and provided further, however, that if any such amendment, alteration or repeal would materially and adversely affect any right, preference, privilege or voting power of the Series H Preferred Stock or another series of Parity Stock that is not enjoyed by some or all of the other series otherwise entitled to vote in accordance herewith, the affirmative vote of at least two thirds of the votes entitled to be cast by the holders of all series similarly affected, similarly given, shall be required in lieu of the affirmative vote of at least two thirds of the votes entitled to be cast by the holders of the Units of the Series H Preferred Stock and the Parity Stock otherwise entitled to vote in accordance herewith; or

(C) effect or validate a share exchange that affects the Series H Preferred Stock, a consolidation with or merger of the Corporation into another entity, or a consolidation with or merger of another entity into the Corporation, unless in each such case each Unit of Series H Preferred Stock (x) shall remain outstanding without a material and adverse change to its terms and rights or (y) shall be converted into or exchanged for preferred stock of the surviving entity having preferences, voting powers, restrictions, limitations as to dividends, qualifications and terms or conditions of redemption thereof identical to that of a Unit of Series H Preferred Stock (except for changes that do not materially and adversely affect the holders of the Units).

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Units of Series H Preferred Stock shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

(4) On each matter submitted to a vote of the holders of Units of the Series H Preferred Stock in accordance with this Section 6.11, or as otherwise required by law, each Unit of Series H Preferred Stock shall be entitled to one vote. With respect to each Unit of Series H Preferred Stock, the holder thereof may designate a proxy, with each such proxy having the right to vote on behalf of the holder.

(g) Retirement. Except as otherwise provided in the Articles of Incorporation, all Units of Series H Preferred Stock which shall have been issued and reacquired in any manner by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to class or series.

(h) Conversion. The Units of Series H Preferred Stock are not convertible into or exchangeable for any other property or securities of the Corporation.

(i) Record Holders. The Corporation and the Corporation’s transfer agent may deem and treat the record holder of any Units of Series H Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor its transfer agent shall be affected by any notice to the contrary.

EXHIBIT I

to the Third

Restated Articles of Incorporation of

Duke Realty Corporation

1. Series I Preferred Stock. Pursuant to authority granted under Section 6.01 of the Corporation’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), the Board of Directors of the Corporation hereby establishes a series of preferred shares designated the 8.45% Series I Cumulative Redeemable Preferred Shares ($0.01 Par Value Per Share) (Liquidation Preference $250.00 Per Share) (the “Series I Preferred Shares”) on the following terms:

(a) Number. The number of authorized shares of the Series I Preferred Shares shall be 345,000.

(b) Relative Seniority. In respect of rights to receive dividends and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Corporation, the Series I Preferred Shares shall rank (i) on a parity with any class or series of Shares of the Corporation ranking, as to the payment of dividends and as to the distribution of assets upon liquidation, dissolution or winding up (whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share thereof are different from those of the Series I Preferred Shares) if the holders of such class or series of Shares and the Series I Preferred Shares shall be entitled to the receipt of dividends and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid dividends per share or liquidation preferences, without preference or priority one over the other, (ii) senior to any class or series of Shares of the Corporation ranking, as to dividends or upon liquidation, junior to the Series I Preferred Shares (collectively, “Junior Shares”) and (iii) senior to the Series C Preferred Shares, Shares of common stock (“Common Shares”) and any other class or series of Shares of the Corporation ranking, as to dividends and upon liquidation, junior to the Series I Preferred Shares (collectively, “Fully Junior Shares”).

(1) The holders of the then outstanding Series I Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors out of any funds legally available therefor, cumulative dividends at an initial rate of 8.45% per share per year, payable in equal amounts of $5.28125 per share quarterly in cash on the last day of each March, June, September and December or, if not a Business Day (as hereinafter defined), the next succeeding Business Day beginning on March 31, 2001 (each such day being hereinafter called a “Quarterly Dividend Date” and each period ending on a Quarterly Dividend Date being hereinafter called a “Dividend Period”). Dividends shall be payable to holders of record as they appear in the share records of the Corporation at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Board of Directors of the Corporation for the payment of dividends that is not more than 30 nor less than 10 days prior to such Quarterly Dividend Date. The amount of any dividend payable for any Dividend Period shorter than a full Dividend Period (including the first Dividend Period) shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends on each share of Series I Preferred Shares shall accrue and be cumulative from and including the date of original issue thereof, whether or not (i) dividends on such shares are earned and declared, (ii) the Corporation has earnings, or (iii) on any Quarterly Dividend Date there shall be funds legally available for the payment of dividends. Dividends paid on the Series I Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. Except as provided in subparagraph (e)(2)(v) and the last sentence of this paragraph, unless the full cumulative dividends on the Series I Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no dividends (other than dividends payable solely in Common Shares or other Fully Junior Shares) shall be declared or paid or set aside for payment or other distribution made upon the Common Shares or any other capital shares of the Corporation ranking junior to or on a parity with the Series I Preferred Shares as to dividends or upon liquidation, nor shall any Common Shares, or any other capital shares of the Corporation ranking junior to or on a parity with the Series I Preferred Shares as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such shares) by the Corporation or any subsidiary of the Corporation (except for conversion into or exchange for such capital shares of the Corporation ranking junior to the Series I Preferred Shares as to dividends and upon liquidation). If accrued dividends on the Series I Preferred Shares for all prior Dividend Periods have not been paid in full, then any dividend declared on the Series I Preferred Shares for any Dividend Period and on any series of preferred shares at the time outstanding ranking on a parity as to the dividends with the Series I Preferred Shares will be declared ratably in proportion to accrued and unpaid dividends on the Series I Preferred Shares and such series of preferred shares at the time outstanding ranking on a parity as to dividends with the Series I Preferred Shares.

(2) The amount of any dividends accrued on any Series I Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series I Preferred Shares at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of 8.45% per share, for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30-day months.

(3) Except as provided in this Section, the Series I Preferred Shares shall not be entitled to participate in the earnings or assets of the Corporation.

(4) Any dividend payment made on the Series I Preferred Shares shall be first credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.

(5) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Code), any portion (the “Capital Gains Amount”) of the dividends paid or made available for the year to holders of all classes of Shares (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocated to the holders of the Series I Preferred Shares shall be the amount that the total dividends paid or made available to the holders of the Series I Preferred Shares for the year bears to the Total Dividends.

(6) No dividends on the Series I Preferred Shares shall be authorized by the Board of Directors or be paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, dividends on the Series I Preferred Shares will accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized.

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the holders of the Series I Preferred Shares then outstanding shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its shareholders, before any payment or distribution shall be made on any Junior Shares, the amount of $250.00 per share, plus accrued and unpaid dividends thereon.

(2) After the payment to the holders of the Series I Preferred Shares of the full preferential amounts provided for in this Section, the holders of the Series I Preferred Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation.

(3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the amounts payable with respect to the preference value of the Series I Preferred Shares and any other shares of the Corporation ranking as to any such distribution on a parity with the Series I Preferred Shares are not paid in full, the holders of the Series I Preferred Shares and of such other shares will share ratably in any such distribution of assets of the Corporation in proportion to the full respective preference amounts to which they are entitled.

(e) Redemption by the Corporation.

(1) Optional Redemption. On and after February 1, 2006, the Corporation may, at its option, redeem at any time all or, from time to time, part of the Series I Preferred Shares at a price per share (the “Series I Redemption Price”), payable in cash, of $250.00, together with all accrued and unpaid dividends to and including the date fixed for redemption (the “Series I Redemption Date”). The Series I Preferred Shares have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions.

(2) Procedures of Redemption.

(i) Notice of redemption will be published in a newspaper of general circulation in the City of New York, once a week for two successive weeks, and notice will be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the Series I Redemption Date, addressed to each holder of record of the Series I Preferred Shares to be redeemed at the address set forth in the share transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series I Preferred Shares except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series I Preferred Shares (or depositary shares or receipts representing fractional interests in Series I Preferred Shares) may be listed or admitted to trading, such notice shall state: (a) the Series I Redemption Date; (b) the Series I Redemption Price; (c) the number of Series I Preferred Shares to be redeemed; (d) the place or places where certificates for such shares are to be surrendered for payment of the Series I Redemption Price; and (e) that dividends on the shares to be redeemed will cease to accumulate on the Series I Redemption Date. In case fewer than all of the Series I Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series I Preferred Shares to be redeemed from such holder.

(ii) If notice has been mailed in accordance with subparagraph (e)(2)(i) above and provided that on or before the Series I Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Series I Preferred Shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series I Redemption Date, dividends on the Series I Preferred Shares so called for redemption shall cease to accumulate, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series I Preferred Shares and all rights of the holders thereof as shareholders of the Corporation (except the right to receive the Series I Redemption Price) shall cease. Upon surrender, in accordance with such notice, of the certificates for any Series I Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such Series I Preferred Shares shall be redeemed by the Corporation at the Series I Redemption Price. In case fewer than all the Series I Preferred Shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed Series I Preferred Shares without cost to the holder thereof.

(iii) Any funds deposited with a bank or trust company for the purpose of redeeming Series I Preferred Shares shall be irrevocable except that:

(B) any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series I Preferred Shares entitled thereto at the expiration of two years from the applicable Series I Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings.

(iv) No Series I Preferred Shares may be redeemed except from proceeds from the sale of other capital stock of the Company, including but not limited to common stock, preferred stock, depositary shares, interests, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing.

(v) Unless full accumulated dividends on all Series I Preferred Shares shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no Series I Preferred Shares shall be redeemed or purchased or otherwise acquired directly or indirectly by the Corporation or any subsidiary of the Corporation (except by conversion into or exchange for Fully Junior Shares) and no shares of any series of preferred shares of the Corporation shall be redeemed unless all outstanding Series I Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the redemption of Series I Preferred Shares to preserve the REIT status of the Corporation or the purchase or acquisition of Series I Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series I Preferred Shares. Notwithstanding the foregoing, in the case of a Redemption Request (as defined below) which has not been fulfilled at the time the Corporation gives notice of its election to redeem all or any Series I Preferred Shares, the shares which are the subject of such pending Redemption Request shall be redeemed

prior to any other Series I Preferred Shares.

(vi) If the Series I Redemption Date is after a Record Date and before the related Quarterly Dividend Date, the dividend payable on such Quarterly Dividend Date shall be paid to the holder in whose name the Series I Preferred Shares to be redeemed are registered at the close of business on such Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Dividend Date or the Corporation’s default in the payment of the dividend due.

(vii) In case of redemption of less than all Series I Preferred Shares at the time outstanding, the Series I Preferred Shares to be redeemed shall be selected pro rata from the holders of record of such shares in proportion to the number of Series I Preferred Shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Corporation.

(f) Voting Rights. Except as required by law, and as set forth below, the holders of the Series I Preferred Shares shall not be entitled to vote at any meeting of the shareholders for election of Directors or for any other purpose or otherwise to participate in any action taken by the Corporation or the shareholders thereof, or to receive notice of any meeting of shareholders.

(1) Whenever dividends on any Series I Preferred Shares shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive, the holders of such Series I Preferred Shares (voting separately as a class with all other series of preferred shares upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two additional Directors of the Corporation at a special meeting called by the holders of Record of at least ten percent (10%) of any series of preferred shares so in arrears (unless such request is received less than 90 days before the date fixed of for the next annual or special meeting of the shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting until all dividends accumulated on such Series I Preferred Shares for the past dividend periods and the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of Directors of the Corporation will be increased by two Directors.

(2) So long as any Series I Preferred Shares remain outstanding, the Corporation will not, without the affirmative vote or consent of the holders of at least two-thirds of the Series I Preferred Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares of capital stock ranking prior to the Series I Preferred Shares with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any authorized shares of the Corporation into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of the Corporation’s Articles of Incorporation, whether by merger, consolidation or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series I Preferred Shares or the holders thereof; provided, however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series I Preferred Shares remain outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of an Event, the Corporation may not be the surviving entity, the occurrence of any such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of holders of Series I Preferred Shares and provided further that (x) any increase in the amount of the authorized preferred shares or the creation or issuance of any other series of preferred shares, or (u) any increase in the amount of authorized Series I Preferred Shares or any other preferred shares, in each case ranking on a parity with or junior to the Series I Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series I Preferred Shares shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

(3) On each matter submitted to a vote of the holders of Series I Preferred Shares in accordance with this Section, or as otherwise required by law, each Series I Preferred Share shall be entitled to ten (10) votes, each of which ten (10) votes may be directed separately by the holder thereof. With respect to each Series I Preferred Share, the holder thereof may designate up to ten (10) proxies, with each such proxy having the right to vote a whole number of votes (totaling ten (10) votes per Series I Preferred Share).

(g) Conversion. The Series I Preferred Shares are not convertible into or exchangeable for any other property or securities of the Corporation.

		/s/ Thomas L. Hefner
		Thomas L. Hefner
		President and Chief Executive Officer
		May 13, 2003

		/s/ Darell E. Zink, Jr.
		Darell E. Zink, Jr.
		Executive Vice President and
		Chief Financial Officer
		May 13, 2003

		/s/ Dennis D, Oklak
		Dennis D. Oklak
		President and
		Chief Operating Officer
		May 13, 2003

Purposes

Duke Realty Corporation

Duke Realty Corporation

Duke Realty Corporation

Capital Stock