8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  January 26, 2005

DUKE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Indiana	1-9044	35-1740409
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
600 East 96th Street, Suite 100, Indianapolis, Indiana		46240
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (317) 808-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.   Entry into a Material Definitive Agreement

On January 26, 2005, the Compensation Committee of the Board of Directors of Duke Realty Corporation (the “Company”) approved the granting to certain directors of dividend increase units (“Units”) and non-qualified stock options (the “Options”) to purchase shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), pursuant to the terms and conditions of the 1999 Directors’ Stock Option and Dividend Increase Unit Plan (the “Plan”). The aggregate number of Units granted to directors was 32,500, and the aggregate number of Options granted was 32,500.  The terms of the Options and Units are governed by the Plan and subject to the restrictions set forth in a standard form of notice and form of grant agreement (the “Grant Agreement”) which is delivered to each director grantee.  A copy of the form of Grant Agreement is attached hereto as Exhibit 99.1. The Company plans to use a form of notice and form of grant agreement (a copy of which is attached hereto as Exhibit 99.2) for future grants of stock options to certain key employees, including the Company’s named executive officers, pursuant to the terms and conditions of the 1995 Key Employees’ Stock Option Plan.

Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d)On January 26, 2004 2004, Dr. R. Glenn Hubbard was elected to the Board of Directors of Duke Realty Corporation to fill the vacancy created by the recent departure of Gary Burk.  The Board of Directors has not yet determined on which committee(s) Dr. Hubbard will serve.

Item 9.01.   Financial Statements and Exhibits.

(c)Exhibits

99.1	Form of Notice and Grant Agreement Used for Directors of Duke Realty Corporation.
99.2	Form of Notice and Grant Agreement Used for Key Employees of Duke Realty Corporation.

2

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
	By:	/s/ Matthew A. Cohoat
		Matthew A. Cohoat
		Executive Vice President and Chief Financial Officer
Dated: January 28, 2005

3

EX-99.1

Exhibit 99.1

1999 Directors’ Stock Option and Dividend Increase Unit Plan

of

Duke Realty Corporation

NOTICE OF GRANT

Participant Name:

Grant Date:

You have been granted the following awards under the 1999 Directors’ Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc.

Stock Options:
	Vesting Date	Option Price	Expiration Date	Number of NSO Options

Dividend Increase Units:

Number of Units Awarded
Dividend Yield at Date of Grant	%
Annualized Dividend at Grant
These units vest 20 percent each year over five years following the date of grant.

By your signature and the Company’s signature below, you and the Company agree that these awards are granted under and governed by the terms and conditions of the Stock Option Grant Agreement which is attached hereto and made a part of this document.  Participant acknowledges that this grant shall be cancelled, and none of the above Options or Units in the attached Notice of Grant shall vest, if the Company’s shareholders approve the Duke Realty Corporation 2005 Long Term Incentive Plan during the year 2005.  Your signature below constitutes your unequivocal acceptance of the terms and conditions of the Grant Agreement.

	, Participant	Date
Duke Realty Corporation (“Company”)
By:		Date

1

1999 DIRECTORS’ STOCK OPTION AND

DIVIDEND INCREASE UNIT PLAN OF

DUKE REALTY CORPORATION

GRANT AGREEMENT

THIS GRANT AGREEMENT is made as of the date of grant set forth on the attached notice of grant (“Notice of Grant”) between Duke Realty Corporation, an Indiana corporation (the “Company”) and the member of the Board of Directors of the Company identified on the Notice of Grant (the “Participant”);

WITNESSETH:

WHEREAS, the Company has adopted the 1999 Directors’ Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (the “Plan”), to promote the interests of the Company, its shareholders and the Subsidiaries of the Company by the granting of nonqualified stock options and Dividend Increase Units (“Units”) to members of the Board of Directors of the Company, and to thereby encourage their focus on the growth, profitability and dividend paying capacity of the Company, and

WHEREAS, the Participant is eligible to receive a grant of stock options and Units under the Plan;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as follows:

1.Grant of Option.  The Company hereby grants to the Participant the right and option (“Option”) to purchase all or any part of the number of shares of common stock of the Company set forth on the Notice of Grant subject to the terms and conditions of this agreement and the provisions of the Plan. The purchase price of the shares of common stock represented by the Option is the exercise price set forth in the Notice of Grant (which is the Fair Market Value per share on the date of grant).

2.Grant of Units.   The Company hereby grants to the Participant the number of Units set forth on the Notice of Grant subject to the terms and conditions of this agreement and the provisions of the Plan.  The terms of the Units are identified on the Notice of Grant.

3.The Plan.  All provisions of the Plan, including defined terms, are incorporated and are expressly made a part of this agreement by reference.  The Participant hereby acknowledges that he has received a copy of the Plan.

4.Issuance of Certificates.  Certificates evidencing the shares of stock purchased under the Option will not be delivered to the Participant until full payment has been made for them.  Certificates evidencing the shares of stock issued pursuant to exercise of a Unit will not be delivered to the Participant until the Participant exercises such Unit in accordance with the Plan.  The Participant shall have none of the rights of a shareholder with respect to such shares until those shares are issued to the Participant.  The Company shall not be required to issue or deliver any certificate(s) for shares of the stock purchased upon exercise of the Option or Units prior to (i) completing any registration or other qualification of the shares, which the Company deems necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; and (ii) obtaining any approval or other clearance from any federal or state governmental agency or body, which the Company determines to be necessary or advisable.  The

2

Company shall have no obligation to obtain the fulfillment of the conditions specified in the preceding sentence.

5.Income and Employment Tax Withholding.  Each Participant shall be solely responsible for (and, where required by applicable law, the Company will withhold from any amounts payable under the Plan) all legally required federal, state, city and local taxes. The Committee shall permit a Participant to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the exercise of an Option or Unit by having the Company retain shares of stock which would otherwise be issued in connection with the exercise of the Option or Unit or accept delivery from the Participant of shares of Company stock which have a Fair Market Value, determined as of the date of the delivery of such shares, equal to the amount of withholding tax to be satisfied by that delivery.

6.Nontransferability.

(a)No Option or Unit shall be transferable, except by the Participant’s will or the laws of descent and distribution.  During the Participant’s lifetime, his Options and Units shall be exercisable only by him.  The Options and Units, and any rights and privileges pertaining thereto, shall not be transferred, assigned, pledged or hypothecated by the Participant in any way, whether by operation of law or otherwise and shall not be subject to execution, attachment or similar process.

(b)Notwithstanding the provisions of subsection (a), a Participant may transfer Options granted under the Plan to:  (i) Immediate Family Members; (ii) a trust or trusts for the exclusive benefit of Immediate Family Members; or (iii) a partnership or limited liability company in which the Participant and/or the Immediate Family Members are the only equity owners (collectively, “Eligible Transferees”).  An Option that is transferred to an Immediate Family Member shall not be transferable by such Immediate Family Member, except for any transfer by such Immediate Family Member’s will or by the laws of descent and distribution upon the death of such Immediate Family Member.

(c)In the event that a Participant transfers Options to an Eligible Transferee under this Section 6, the Options transferred to the Eligible Transferee must be exercised by such Eligible Transferee and, in the event of the death of such Eligible Transferee, by such Eligible Transferee’s executor or administrator only in the same manner, to the same extent and under the same circumstances (including, without limitation, the time period within which the Options must be exercised) as the Participant or, in the event of the Participant’s death, the executor or administrator of the Participant’s estate, could have exercised such Options.  The Participant, or in the event of the Participant’s death, the Participant’s estate, shall remain liable for all federal, state, city and local taxes applicable upon the exercise of an Option by an Eligible Transferee.

7.Exercise of Option or Units.

(a)Maximum Term and Vesting.  The Option and Units may not be exercised after the expiration of ten (10) years from the date of this agreement, subject to earlier termination as provided in the Plan or this agreement.  The Options and Units shall vest as provided in the Plan.

(b)Legal Requirements.  Notwithstanding any other provision of this agreement, the Option and Units may not be exercised in whole or in part if the issuance of the shares would constitute a violation of any applicable federal or state securities law or other applicable laws, rules or regulations.  As a condition to the exercise of the Option and Units, the Company may require the person exercising the Option or Units to make any representation or warranty to the Company as may be required by any applicable law or regulation.  Provided, further, in no event shall the Option or Units be exercisable if such exercise would, as determined by the Committee in its sole discretion, affect the real estate

3

investment trust or other federal, state or local tax status of the Company or would adversely affect the federal, state or local tax status of any Subsidiary.

8.Restrictive Legend.  Unless the Company elects to register the shares under applicable federal and state securities laws, all certificates for such shares shall bear a legend in substantially the following form:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, under the Indiana Securities Regulation Law, or under any other state securities laws.  The shares may not be sold or transferred in the absence of registration or an exemption therefrom under the Securities Act of 1933 and under applicable state securities laws.”

9.Condition Precedent.  In no event shall the Company be obligated to issue stock pursuant to this agreement until it is satisfied that all conditions precedent to the issuance of the stock, as provided in the Plan and this agreement, have been performed and completed, including the approval and adoption of the Plan by the shareholders and the Board of Directors of the Company.

10.Changes in Stock.  In the event of any change in the common stock of the Company, as described in Section 5.3 of the Plan, the Committee shall make appropriate adjustment or substitution in the number, kind and price of shares under the Option and the Units, all as provided in the Plan.  The Committee’s determination in this respect shall be final and conclusive upon all parties.

11.Participant’s Representations.  The Participant represents to the Company that:  (i) the terms and arrangements relating to the grant of the Option and Units and the stock to which they relate, and the offer thereof, have been arrived at or made through direct communication with the Company or person acting in its behalf and such Participant; (ii) he has received a balance sheet and income statement of the Company and as a director of the Company: (A) is thoroughly familiar with its business affairs and financial condition and (B) has been provided with or has access to such information (and has enough knowledge and experience in financial and business matters that he is capable of utilizing such information) as is necessary to evaluate the risks, and make an informed investment decision with respect to, this right and the stock to which it relates; and (iii) he has sufficient financial resources so that he is able to bear the economic risks of his investment in such stock.

12.Indemnity.  The Participant hereby agrees to indemnify and hold harmless the Company and its Subsidiaries (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by him to the Company or any failure on the part of him to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Subsidiaries (and their respective directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his participation in the Plan.

13.Effect of Headings.  The descriptive headings of the paragraphs of this agreement are inserted for convenience and identification only and do not constitute a part of this agreement for purposes of interpretation.

14.Controlling Laws.  Except to the extent superseded by the laws of the United States, the laws of Indiana, without regard to the choice of law principles thereof, shall be controlling in all matters relating to this agreement.

4

15.Cancellation of Grant.  Participant acknowledges that this grant shall be cancelled, and none of the options or Units in the attached Notice of Grant shall vest, if the Company’s shareholders approve the Duke Realty Corporation 2005 Long Term Incentive Plan during the year 2005.

16.Acknowledgments.  Participant acknowledges that the execution and delivery of the Notice of Grant constitutes Participant’s unequivocal acceptance of the terms and conditions hereof.

Each director should sign both copies of the attached Notices of Grant and:

•Return one copy of the Notice of Grant as soon as possible to:

Mgr., Equity Plan Administration

Duke Realty Corporation

600 E. 96th Street, Suite 100

Indianapolis, IN   46240

•Keep all other documents in a secure place for your personal records.

5

EX-99.2

Exhibit 99.2

Duke Realty Corporation

NOTICE OF GRANT

Participant Name:

Grant Date – Stock Option:

You have been granted the following award under the 1995 Key Employee’s Stock Option Plan of Duke Realty Investments, Inc.

Vesting Date Option
Price Expiration Date Number of
ISO’s Number of
NSO’s Total ISO’s and
NSO’s

By your signature and the Company’s signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Equity Plan Grant Agreement attached hereto and made a part of this document.  Your signature below constitutes your unequivocal acceptance of the terms and conditions of the Grant Agreement.

Participant Name, Participant	Date
Duke Realty Corporation (“Company”)
By:	Date

DUKE REALTY CORPORATION

1995 KEY EMPLOYEES’ STOCK OPTION PLAN

GRANT AGREEMENT

This Grant Agreement (“Agreement”) represents a grant made under the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (“Option Plan”).  As of the grant date (“Grant Date”) specified in the Notice of Grant attached (the “Notice”), the Executive Compensation Committee (“Committee”) of the Board of Directors of Duke Realty Corporation (“Company”) hereby awards to the individual listed on the Notice (“Grantee”) the right and option (“Option”) to purchase all or any part of the number of shares of common stock of the Company specified in the Notice.  This award is made subject to and in accordance with all of the terms and conditions of the Option Plan, which are incorporated herein and made a part of this Agreement by reference.  (The definitions of the capitalized terms in this Agreement may be found in the Option Plan document.)  By executing the Notice, the Grantee acknowledges that he or she has received a copy of the Option Plan and agrees to all of the terms and conditions thereof, including the terms and conditions set forth in this Agreement and the Notice.

1.Designation of Character of Options.  Pursuant to the authority of the Committee to determine the character of the options granted as incentive stock options (“ISO’s”) or nonqualified stock options (“NSO’s”), the Option is divided between NSO’s and ISO’s as set forth in the Notice.

2.Option Price.  The purchase price of the shares of common stock represented by the Option is the price stated in the Notice (which is the Fair Market Value per share on the date the Option is granted).

3.Nontransferability.  Unless otherwise provided by the Committee in its discretion with respect to NSO’s, the Option cannot be assigned or transferred by the Grantee except by will or by the laws of descent and distribution.  The Option cannot be pledged or hypothecated in any way, nor shall it be subject to execution, attachment or similar process.  Any attempted assignment, transfer, pledge or other disposition of the Option in violation of this provision or the levy of execution, attachment or similar process upon the Option will be null and void and without effect and will cause the Option to be terminated.  Any transferability rights granted by the Committee with respect to NSO’s will be governed by the terms and limitations of the Option Plan.  The Grantee, or in the event of the Grantee’s death, the Grantee’s estate, shall remain liable for all federal, state, city and local taxes applicable upon exercise of an Option by a transferee.

4.Exercise of Option.

(a)Maximum Term and Vesting.  The Option may not be exercised after the expiration of ten years from the Grant Date, subject to earlier termination as provided in the Option Plan or this Agreement.  The Option will vest and be exercisable by the Grantee in accordance with the schedule specified in the Notice.  Notwithstanding the foregoing, the Option will also vest in full and be exercisable upon the Grantee’s Permanent and Total Disability, retirement from the Company and its Subsidiaries on or after attaining age fifty-five (55) or death.

(b)Limitations on Exercise.  The Option may be exercised during the lifetime of the Grantee only by (i) the Grantee, (ii) an Eligible Transferee with respect to NSO’s permitted to be transferred by the Committee, or (iii) the Grantee’s guardian or attorney-in-fact in the event the Grantee becomes Totally and Permanently Disabled.  In the case of the Grantee’s death, the Option may be exercised by the Grantee’s personal representative.  In no event, however, may the Option be exercised after the term specified in subparagraph (a).

5.Early Termination of Option.

(a)In General.  All rights to exercise the Option will terminate 90 days after the effective date of the Grantee’s voluntary or involuntary termination of employment with the Company and its Subsidiaries (but not later than the date the Option expires pursuant to its terms), unless the termination is For Cause, due to the Grantee’s Permanent and Total Disability, retirement from the Company and its Subsidiaries on or after attaining age fifty-five (55), or death.

(b)For Cause Termination.  If the Grantee’s employment is terminated For Cause, the Option may not be exercised.  Rather, to the extent the Option has not been exercised, it will terminate effective on the date the Grantee receives notice of termination For Cause.

(c)Disability or Death.  If the Grantee becomes Permanently and Totally Disabled or dies while employed by the Company or any of its Subsidiaries, the Option will be exercisable in full within one (1) year after the date of such termination (but not later than the date the Option expires pursuant to its terms).  However, in the case of an ISO, such Option will be exercisable as an ISO only during the three month period following the Grantee’s death.  During the remainder of the one year period, the Option may be exercised as an NSO.  In the case of the Grantee’s Permanent and Total Disability, the Grantee will have one year to exercise the Option as an ISO.

(d)Retirement.  If the Grantee retires from the Company and its Subsidiaries on or after attaining age fifty-five (55), the Option will be exercisable in full at any time during the remaining term thereof.  However, in the case of an ISO, such Option will be exercisable as an ISO only during the three-month period following the Grantee’s retirement.  During the remainder of the term, the Option may be exercised as an NSO.

6.Grantee’s Representations.  The Grantee represents to the Company that:  (i) the terms and arrangements relating to the grant of the Option and the stock to which it relates, and the offer thereof, have been arrived at or made through direct communication with the Company or person acting in its behalf and the Grantee; (ii) the Grantee has access to a balance sheet and income statement of the Company and as an officer or key employee of the Company or its Subsidiaries: (A) is thoroughly familiar with its business affairs and financial condition, and (B) has been provided with or has access to such information (and has enough knowledge and experience in financial and business matters that he is capable of utilizing such information) as is necessary to evaluate the risks, and make an informed investment decision with respect to, this right and the stock to which it relates; and (iii) the Grantee has sufficient financial resources so that the Grantee is able to bear the economic risks of his investment in the Option and such stock.

7.Incorporation of Option Plan.  All of the terms and conditions of the Option Plan, including defined terms, are hereby made a part hereof and are incorporated herein by reference.  In the event of any inconsistency between the terms and conditions contained in this Agreement and those set forth in the Option Plan, the terms and conditions of the Option Plan will control.

8.Termination of the Plan; No Right to Future Grants. The Grantee hereby acknowledges and agrees as follows: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of an award is a one-time benefit which does not create any contractual or other right to receive future grants of awards, or benefits in lieu of the awards; and (iii) that all determinations with respect to any such future grants will be at the sole discretion of the Company.

9.Notice of Expiration.  The Grantee acknowledges and agrees that neither the Company, the Committee nor any other person has any obligation to inform the Grantee of the expiration date of any Option made under this Agreement and the Notice; or, of the expiration date of any options previously granted to the Grantee by the Company.  Notwithstanding the foregoing, the communication by the Company or any of its directors, officers, employees or agents, of a notice or other information to another grantee regarding the expiration of such other grantee’s options will not impose any requirement on the Company to give any such notice or information to the Grantee or any other person.

10.Indemnity.  The Grantee hereby agrees to indemnify and hold harmless the Company and its Subsidiaries (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by the Grantee to the Company or any failure on the part of the Grantee to perform any agreements contained herein. The Grantee hereby further agrees to release and hold harmless the Company and its Subsidiaries (and their respective directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Grantee in connection with the Grantee’s participation in the Plan.

11.Tax Liability and Withholding.  The Grantee acknowledges and agrees that the Grantee will be solely responsible for paying, and the Company will withhold, all required federal, state, city and local taxes applicable to the exercise of the Option under the Plan.  The Grantee hereby further agrees that upon a disqualifying disposition of a share resulting from the exercise of an ISO option, the Grantee is responsible for paying all federal, state, city and local taxes including any payroll tax liability and that the Grantee will notify the Company within 10 days of such a disqualifying disposition.

12.Data Privacy.  By entering into this Agreement, the Grantee: (i) authorizes the Company, and any agent of the Company administering or providing recordkeeping services with respect to the Plan, to disclose to the Company or any of its Subsidiaries any information and data the Company or any such Subsidiary may request to facilitate the administration of the Plan; (ii) waives any data privacy rights he or she may have with respect to such information; and (iii) authorizes the Company to store and transmit such information in electronic form.

13.Severability.  The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

14.Waiver.  The waiver by the Company of a breach of any provision of this Agreement by the Grantee will not operate or be construed as a waiver of any subsequent breach by Grantee.

15.Construction.  This Agreement is subject to and shall be construed in accordance with the Plan, the terms of which are explicitly made applicable hereto. Unless otherwise defined herein, capitalized terms in this Agreement have the same meanings as set forth in the Plan. In the event of any conflict between the provisions hereof and those of the Plan, the provisions of the Plan will govern.

16.Rights, Restrictions and Limitations.  Any shares of Company stock issued pursuant to this Agreement will be subject to the rights, restrictions and limitations set forth in the Company’s Restated Articles of Incorporation and By-Laws, as amended from time to time.

17.Legal Requirements.  Notwithstanding any other provision of this Agreement, the Options may not be exercised in whole or in part if the issuance of shares of Company stock as a result of such exercise would constitute a violation of any applicable federal or state securities law or other applicable laws, rules or regulations.  As a condition to the exercise of the Options, the Company may require the person exercising the Options to make any representation or warranty to the Company as may be required by any applicable law or regulation.  Provided, further, in no event will the Options be exercisable if such exercise would, as determined by the Committee in its sole discretion, affect the Company’s qualification as a real estate investment trust under Section 856 of the Code.

18.Restrictive Legend.  The Grantee acknowledges and agrees that, unless the Company elects to register the shares under applicable federal and state securities laws, he or she will, if required by the Company concurrently with the exercise of all or any portion of the Options, deliver to the Company an investment representation statement required under any applicable federal or state securities laws; and all certificates for such shares will bear a legend in substantially the following form:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, under the Indiana Securities Regulation Law, or under any other state securities laws.  The shares may not be sold or transferred in the absence of registration or an exemption therefrom under the Securities Act of 1933 and under applicable state securities laws.”

19.Restrictions Under Securities Laws.  Any shares of Company stock issued in accordance with this Agreement will also be subject to any restrictions which may be imposed under applicable state and federal securities laws and further subject to obtaining all necessary consents which may be required by, or any condition which may be imposed in accordance with, applicable state and federal securities laws and regulations.

20.Employment at Will.  The Grantee’s employment is not for any specified term and may be terminated by the Grantee or his or her employer at any time for any reason.  The Grantee further acknowledges and agrees that neither the Plan nor this Agreement constitutes a promise or commitment by the Grantee’s employer regarding any future employment, re-hire, work assignment, compensation or any other term or condition of employment.

21.Miscellaneous.  This Agreement contains the entire agreement of the parties with respect to its subject matter and is binding upon and will inure to the benefit of the respective parties, the successors and assigns of the Company and its Subsidiaries, and to the Grantee’s heirs, legatees and personal representatives.

22.Governing Law.  Except to the extent superseded by the laws of the United States, the laws of the State of Indiana, without regard to the choice of law principles thereof, will in control all matters relating to this Agreement.

23.Alterations.  The Grantee acknowledges and agrees that the execution and delivery of the Notice constitutes Grantee’s unequivocal acceptance of the terms and conditions hereof and that any attempted modification or deletion will have no force or effect upon the right of the Grantee’s employer to enforce the terms and conditions herein above stated.

If Grantee agrees to the terms and conditions of this Agreement, Grantee must sign and date the attached yellow Notice and return to:

Mgr., Equity Plan Administration

Duke Realty Corporation

600 E. 96th St., Suite 100

Indianapolis, Indiana 46240