S-8

As filed with the Securities and Exchange Commission on March 24, 2004.

File No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Duke Realty Corporation

(Exact Name of Issuer as Specified in its Charter)

Indiana	35-1740409
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

600 East 96th Street, Suite 100

Indianapolis, Indiana 46240

(317) 808-6000

(Address, including zip code, and telephone number of Principal Executive Offices)

Duke 401(k) Plan

Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership

Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation

(Full Title of the Plans)

DENNIS D. OKLAK President and Chief Operating Officer Duke Realty Corporation 600 East 96th Street, Suite 100 Indianapolis, Indiana 46240 (317) 808-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: LAURA G. THATCHER Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street, NW Atlanta, Georgia 30309-3424 Telephone: (404) 881-7546

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered (1)	Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.01 par value		1,563,138(2)	$	33.75(4)	$	52,755,907.50(4)	$	6,684.17
Deferred Compensation Obligations (3)	$	35,000,000(3)		N/A	$	35,000,000(5)	$	4,434.50
Total					$	87,755,907.50	$	11,118.67

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plans.

(2) Includes an aggregate of 1,263,138 shares registered under the Duke 401(k) Plan, 100,000 shares with respect to which participants may make phantom stock investments under the Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership, and 200,000 shares which may be issued under the Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation, including any shares that may be offered as a result of any stock split, stock dividend or similar adjustment in the number of shares of Common Stock from time to time outstanding.

(3) Represents $25,000,000 of deferred compensation obligations (DCOs) offered under the Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership and $10,000,000 of DCOs offered under the Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation.

(4) Determined in accordance with Rule 457(h), the registration fee calculation is based on the average of the high and low prices of the Company’s Common Stock reported on the New York Stock Exchange on March 19, 2004.

(5) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h).

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

(a) The documents constituting Part I of this Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

(b) Upon written or oral request, Dukes Realty Corporation (the “Company”) will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to Dennis D. Oklak, President and Chief Operating Officer, at the address and telephone number on the cover of this Registration Statement.

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated by reference into this Registration Statement:

(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003;

(2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2003;

(3) The description of Common Stock contained in the Company’s Registration Statement filed under Section 12 of the Exchange Act, including all amendments or reports filed for the purpose of updating such description;

(4) The Duke 401(k) Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2002;

(5) All other reports filed by the Duke 401(k) Plan pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2002;

(6) All reports filed by Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership and the Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation following the date of this Registration Statement; and

(7) All other documents subsequently filed by the Company and the Plans pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold.

Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

This registration statement covers (i) shares of the Company’s Common Stock registered under the Duke 401(k) Plan (the “401(k) Plan”), the Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation (the “Directors’ Deferred Plan”), and the Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership (the “Executives’ Deferred Plan,” and, together with the 401(k) Plan and the Directors’ Deferred Plan, the “Plans”), (ii) deferred compensation obligations (“DCOs”) that may be offered under the Directors’ Deferred Plan and the Executives’ Deferred Plan, and (iii) an indeterminate amount of plan interests to be offered or sold pursuant to the Plans. The following summary of the DCOs is qualified in its entirety by reference to the applicable plan document, copies of which have been filed as exhibits to this registration statement.

Deferred Compensation Obligations Issued Under the Executives’ Deferred Plan. The DCOs issuable under the Executives’ Deferred Plan represent obligations of the Company to pay to participants certain compensation amounts that the participants have elected to defer. The Executives’ Deferred Plan is intended to allow certain highly compensated employees to defer the payment of current compensation to future years for tax and financial planning purposes. The DCOs are payable in cash and generally will be paid in either a lump-sum or in annual installments over a certain term upon retirement, death or other termination of service, according to the Plan. The participant may also elect to receive some or all of the deferred amounts and related earnings pursuant to an in service distribution.

Subject to the terms and conditions set forth in the Plan, each participating employee may elect to defer eligible compensation, and amounts deferred are credited to each participant’s account. Amounts in a participant’s account will be indexed to one or more investment alternatives chosen by each participant from a range of such alternatives available under the Plan, including a Company stock fund. Each participant’s account will be adjusted to reflect the investment performance of the selected investment fund(s), including any appreciation or depreciation.

The obligation to pay the vested balance of each Plan participant’s account shall at all times be an unfunded and unsecured obligation of the Company. Benefits are payable solely from the Company’s general funds and are subject to the risk of corporate insolvency. The Company may, but is not required to, establish a Rabbi Trust for the purpose of informally funding the Plan. Participants will not have any interest in any particular assets of the Company by reason of any obligation created under the Plan. A participant’s right to the DCOs cannot be transferred assigned, pledged or encumbered except by a written designation of a beneficiary under the terms of the Plan. Any attempt to sell, transfer, assign, pledge or encumber the DCOs will be void.

Deferred Compensation Obligations Issued Under the Directors’ Deferred Plan. The DCOs issuable under the Directors’ Deferred Plan represent obligations of the Company to pay to participants certain compensation amounts that the participants have elected to defer. The Directors’ Deferred Plan is intended to allow directors to defer the payment of his or her cash fees and/or stock fees for service to the Company as a director to future years for tax and financial planning purposes. If cash fees are deferred, the DCOs are payable in cash. If stock fees are deferred, the DCOs are payable in shares of Company Common Stock. Directors may elect to receive their DCOs paid in a single lump-sum, five annual installments, or ten annual installments. The participant may also elect to receive the deferred amounts and related earnings pursuant to an early withdrawal right, according to the terms of the Plan.

Subject to the terms and conditions set forth in the Plan, each participating director may elect to defer cash and/or stock fees. Stock fees deferred are credited to the director’s corresponding stock subaccount, and cash fees deferred are credited to the director’s stock or interest subaccount, as elected by the director. Each director’s interest subaccount will be adjusted as of the first day of each calendar quarter as if such amounts were invested at the then-current prime interest rate. Each director’s stock subaccount will be adjusted to reflect cash and/or stock dividends, stock splits or other similar adjustments or distributions made with respect to such deferrals. Any cash fees that a director elects to defer into his or her stock subaccount shall be deemed to be used to purchase shares of the Company’s Common Stock.

The obligation to pay the vested balance of each Plan participant’s account shall at all times be an unfunded and unsecured obligation of the Company. Benefits are payable solely from the Company’s general funds and are subject to the risk of corporate insolvency. A participant’s right to the DCOs cannot be transferred assigned, pledged or encumbered except by a written designation of a beneficiary under the terms of the Plan.

Item 5. Interests of Named Experts and Counsel. Not Applicable.

Item 6. Indemnification of Directors and Officers

The Company is an Indiana corporation. The Company’s officers and directors are and will be indemnified under Indiana law, the Third Restated Articles of Incorporation of the Company, as amended (the “Articles of Incorporation”) and the partnership agreements of Duke-Weeks Realty Limited Partnership (the “Operating Partnership”) and Duke Realty Services Limited Partnership (the “Services Partnership”) against certain liabilities. Chapter 37 of The Indiana Business Corporation Law (the “IBCL”) requires a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or an officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, against reasonable expenses, including counsel fees, incurred in connection with the proceeding. The Company’s Articles of Incorporation do not contain any provision prohibiting such indemnification.

The IBCL also permits a corporation to indemnify a director, officer, employee or agent who is made a party to a proceeding because the person was a director, officer, employee or agent of the corporation against liability incurred in the proceeding if (i) the individual’s conduct was in good faith, and (ii) the individual reasonably believed (A) in the case of conduct in the individual’s official capacity with the corporation that the conduct was in the corporation’s best interests and (B) in all other cases that the individual’s conduct was at least not opposed to the corporation’s best interests, and (iii) in the case of a criminal proceeding, the individual either (A) had reasonable cause to believe the individual’s conduct was lawful or (B) had no reasonable cause to believe the individual’s conduct was unlawful. The IBCL also permits a corporation to pay for or reimburse reasonable expenses incurred before the final disposition of the proceeding and permits a court of competent jurisdiction to order a corporation to indemnify a director or officer if the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standards for indemnification otherwise provided in the IBCL.

The Company’s Articles of Incorporation provide for certain additional limitations of liability and indemnification. Section 13.01 of the Articles of Incorporation provides that a director shall not be personally liable to the Company 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 Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for voting for or assenting to an unlawful distribution, or (iv) for any transaction from which the director derived an improper personal benefit. Section 13.02 of the Articles of Incorporation generally provides that any director or officer of the Company or any person who is serving at the request of the Company as a director, officer, employee or agent of another entity shall be indemnified and held harmless by the Company to the fullest extent authorized by the IBCL against all expense, liability and loss (including attorneys’ fees, judgments, fines, certain employee benefits excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered in connection with a civil, criminal, administrative or investigative action, suit or proceeding to which such person is a party by reason of the person’s service with or at the request of the Company. Section 13.02 of the Articles of Incorporation also provides such persons with certain rights to be paid by the Company, the expenses incurred in defending any such proceedings in advance of their final disposition and the right to enforce indemnification claims against the Company by bringing suit against the Company.

The Company’s Articles of Incorporation authorize the Company to maintain insurance to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the IBCL.

Each of the partnership agreements for the Operating Partnership and the Services Partnership also provides for indemnification of the Company and its officers and directors to substantially the same extent provided to officers and directors of the Company in its Articles of Incorporation, and limits the liability of the Company and its officers and directors to the Operating Partnership and its partners and to the Services Partnership and its partners, respectively, to substantially the same extent limited under the Company’s Articles of Incorporation.

Item 7. Exemption from Registration Claimed. Not Applicable.

Item 8. Exhibits. See Exhibit Index, which is incorporated here by reference.

Item 9. Undertakings

(a) The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(signatures on following page)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on March 24, 2004.

Duke Realty Corporation
By:	/s/ Dennis D. Oklak
	Dennis D. Oklak,
	President and Chief Operating Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas L. Hefner, Darrel E. Zink, Jr., and Dennis D. Oklak, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of the, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated.

Signatures	Title	Date
/s/ Thomas L. Hefner Thomas L. Hefner	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	January 29, 2004

/s/ Matthew A. Cohoat Matthew A. Cohoat	Executive Vice President and Chief Financial Officer (Principal Accounting Officer)	February 25, 2004
/s/ Gary A. Burk Gary A. Burk	Vice Chairman of the Board	January 28, 2004
/s/ Darrell E. Zink, Jr. Darell E. Zink, Jr.	Vice Chairman of the Board	January 29, 2004
/s/ Barrington H. Branch Barrington H. Branch	Director	January 29, 2004
/s/ Geoffrey Button Geoffrey Button	Director	February 10, 2004
/s/ William Cavanaugh III William Cavanaugh III	Director	January 29, 2004
/s/ Ngaire E. Cuneo Ngaire E. Cuneo	Director	January 29, 2004
/s/ Charles R. Eitel Charles R. Eitel	Director	January 29, 2004
/s/ L. Ben Lytle L. Ben Lytle	Director	January 28, 2004
/s/ William O. McCoy William O. McCoy	Director	January 29, 2004
/s/ John W. Nelley, Jr. John W. Nelley, Jr.	Director	January 29, 2004

/s/ James E. Rogers James E. Rogers	Director	February 10, 2004
/s/ Jack R. Shaw Jack R. Shaw	Director	January 29, 2004
/s/ Robert J. Woodward Robert J. Woodward	Director	January 29, 2004

Pursuant to the requirements of the Securities Act of 1933, the Duke 401(k) Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on March 24, 2004.

DUKE 401(k) PLAN
By:	/s/ Dennis D. Oklak

Pursuant to the requirements of the Securities Act of 1933, the Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on March 24, 2004.

EXECUTIVES’ DEFERRED COMPENSATION PLAN OF DUKE REALTY SERVICES LIMITED PARTNERSHIP
By:	/s/ Dennis D. Oklak

Pursuant to the requirements of the Securities Act of 1933, the Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on March 24, 2004.

DIRECTORS’ DEFERRED COMPENSATION PLAN OF DUKE-WEEKS REALTY CORPORATION
By:	/s/ Dennis D. Oklak

EXHIBIT INDEX

TO

REGISTRATION STATEMENT ON FORM S-8

Exhibit Number	Description
4.1	Third Restated Articles of Incorporation of the Company, incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed May 13, 2003.
4.2	Third Amended and Restated Bylaws of the Company, incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed May 13, 2003.
5.1	Opinion of Counsel
23.1	Consent of Counsel (included in Exhibit 5.1)
23.2	Consent of KPMG LLP
24.1	Power of Attorney (included on signature page)
99.1	Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership
99.2	Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation

With respect to the Duke 401(k) Plan, in lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby undertakes that it will submit or has submitted the Duke 401(k) Plan, and any amendments thereto, to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

EX-5.1

March 24, 2004

Duke Realty Corporation

600 East 96^th Street, Suite 100

Indianapolis, Indiana 46240

Re:        Form S-8 Registration Statement

Ladies and Gentlemen:

We have acted as counsel for Duke Realty Corporation, an Indiana corporation (the “Corporation”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Corporation with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and covering 1,563,138 shares (the “Shares”) of the Corporation’s common stock, $0.01 par value, that may be issued pursuant to the Duke 401(k) Plan (the “401(k) Plan”), the Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership (the “Executives’ Plan”) and the Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation (the “Directors’ Plan”). The Registration Statement also covers $35,000,000 of deferred compensation obligations that may be issued by the Corporation under the Executives’ Plan and the Directors’ Plan. This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.

We have examined the Third Restated Articles of Incorporation of the Corporation, the Third Amended and Restated Bylaws of the Corporation, records of proceedings of the Board of Directors of the Corporation deemed by us to be relevant to this opinion letter, the Registration Statement and other documents and agreements we deemed necessary for purposes of expressing the opinions set forth herein. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinions set forth herein.

As to certain factual matters relevant to this opinion letter, we have relied upon certificates and statements of officers of the Corporation and certificates of public officials, including without limitation, the Corporation’s representation to us that it has established and will maintain the Executives’ Plan and the Directors’ Plan primarily for the purpose of providing compensation to a select group of management or highly compensated employees, as determined under Sections 201(2), 301(3), and 401(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

This opinion letter is provided to the Corporation and the Commission for their use solely in connection with the transactions contemplated by the Registration Statement and may not be used,

circulated, quoted or otherwise relied upon by any other person or for any other purpose without our express written consent. The only opinions rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond those expressly stated.

Our opinions set forth below are limited to Title I of ERISA and the laws of the State of Indiana, and we do not express any opinion herein concerning any other laws.

Based on the foregoing, it is our opinion that:

(i) the Shares registered under the 401(k) Plan, the Executives’ Plan and the Directors’ Plan, when issued in accordance with the terms and conditions of the respective plans, will be legally and validly issued, fully paid and non-assessable;

(ii) the Corporation has been duly authorized to incur the deferred compensation obligations, and the deferred compensation obligations, when incurred in accordance with terms and conditions of the Executives’ Plan and the Directors’ Plan, will be valid obligations of the Corporation to make payment to the holders thereof in accordance with the terms and conditions of the Executives’ Plan and the Directors’ Plan; and

(iii) the Executives’ Plan and the Directors’ Plan are exempt from Parts 2, 3, and 4 of Subtitle B of Title I of ERISA (respectively, requirements regarding participation and vesting, funding, and fiduciary responsibility), and the plan document for each of the Executives’ Plan and the Directors’ Plan complies with the provisions of ERISA from which such plans are not exempt, including Part 5 of Subtitle B of Title I of ERISA (requirements regarding administration and enforcement).

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Cordially,
ALSTON & BIRD LLP
By:	/s/ Laura G. Thatcher
	Laura G. Thatcher, a Partner

EX-23.2

EXHIBIT 23.2

Independent Auditors’ Consent

The Board of Directors

Duke Realty Corporation:

We consent to incorporation by reference in the registration statement on Form S-8 of Duke Realty Corporation of our audit report dated January 28, 2004, with respect to the consolidated balance sheets of Duke Realty Corporation and Subsidiaries as of December 31, 2003 and 2002 and the related consolidated statements of operations, cash flows and shareholders’ equity for each of the years in the three-year period ended December 31, 2003 and the financial statement schedule III as of December 31, 2003, which report appears in the December 31, 2003 annual report on Form 10-K of Duke Realty Corporation. We also consent to incorporation by reference of our audit report dated May 23, 2003, with respect to the statements of net assets available for plan benefits of Duke 401(k) Plan as of December 31, 2002 and 2001, and the related statements of changes in net assets available for plan benefits for the years then ended, and the related supplemental schedule, Schedule H, Line 4i – Schedule of Assets (Held at End of Year), which report appears in the December 31, 2002 annual report on Form 11-K of Duke 401(k) Plan.

/s/ KPMG LLP

KPMG LLP

Indianapolis, Indiana

March 22, 2004

EX-99.1

Exhibit 99.1

EXECUTIVES’ DEFERRED COMPENSATION PLAN

OF

DUKE REALTY SERVICES LIMITED PARTNERSHIP

(As Amended and Restated Effective December 1, 2002)

Article I
	Establishment and Purpose	Page 3
Article II
	Definitions	Page 3
Article III
	Eligibility and Participation	Page 9
Article IV
	Deferral Elections, Account Valuation	Page 9
Article V
	Distributions and Withdrawals	Page 14
Article VI
	Administration	Page 17
Article VII
	Amendment and Termination	Page 18
Article VIII
	Informal Funding	Page 19
Article IX
	Claims	Page 19
Article X
	General Conditions	Page 21

ARTICLE I

ESTABLISHMENT AND PURPOSE

Duke Realty Services Limited Partnership (the “Company”) hereby amends and restates the Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership effective December 1, 2002 (the “Effective Date”). The purpose of the amendment and restatement is to add flexibility to the Plan. The Plan continues to have as its purpose to provide each Participant with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The Plan is not intended to meet the qualification requirements of Section 401(a) of the Internal Revenue Code, but is intended to be an unfunded arrangement providing deferred compensation to eligible employees who are part of a select group of management or highly compensated employees of the Company within the meaning of Sections 201, 301 and 401 of ERISA. The Plan is intended to be exempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA as a “top hat” plan, and to be eligible for the alternative method of compliance for reporting and disclosure available for unfunded “top hat” plans.

ARTICLE II

Definitions

2.1 Account Balance. Account Balance means, with respect to the Deferred Compensation Account or a Sub-Account, the total value of all the Investment Options in which the Participant deferrals have been Deemed Invested as of a specific date, taking into account the value of all distributions from that Account or Sub-Account to the specific date. Account Balances are “notional”. They reflect an amount due a Participant under the Plan. They are not funded accounts, and reflect no ownership by the Participant in any Company or trust investments.

2.2 Allocation Election. Allocation Election means a choice by a Participant of one or more Investment Options, and the allocation among them, in which future Participant deferrals and/or existing Account Balances are Deemed Invested for purposes of determining earnings in a particular Sub-Account.

2.3 Allocation Election Form. Allocation Election Form means the form (or Website screen) approved by the Plan Administrator on which the Participant makes an Allocation Election, Rebalances a Sub-Account, or elects a Transfer.

2.4 Annual Valuation Date. Annual Valuation Date shall mean the anniversary of the Termination Valuation Date or In Service Distribution Valuation Date utilized to determine the amount of an annual installment payment.

2.5 Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant on the form designated by the Plan Administrator to receive benefits to which a Beneficiary is entitled under and in accordance with provisions of the Plan. The Participant’s estate shall be the Beneficiary if:

a. the Participant has not designated a natural person or trust as Beneficiary, or

b. the designated Beneficiary has predeceased the Participant.

2.6 Change in Control. Change in Control means (i) any merger, consolidation or similar transaction which involves Duke and in which persons who are the shareholders of Duke immediately prior to such transaction own, immediately after such transaction, shares of the surviving or combined entity which possess voting rights equal to or less than fifty percent (50%) of the voting rights of all shareholders of such entity, determined on a fully diluted basis; (ii) any sale, lease, exchange, transfer or other disposition of all or any substantial part of the consolidated assets of Duke, Duke Realty Limited Partnership or the Company; (iii) any tender, exchange, sale or other disposition (other than disposition of the stock of Duke in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchases of shares which represent more than twenty-five percent (25%) of the voting power of Duke; (iv) any change in the general partner of the Company to an entity other than Duke Realty Limited Partnership, or (v) a majority of Duke’s Board of Directors recommends the acceptance of or accept any agreement, contract, offer or other arrangement providing for, or any series of transactions resulting in, any of the transactions described above.

2.7 Chief Executive Officer. Chief Executive Officer means the individual who performs the functions of a Chief Executive Officer for Duke.

2.8 Code. Code means the Internal Revenue Code, as amended from time to time.

2.9 Common Shares. Common Shares shall mean shares of common stock of Duke.

2.10 Company. Company means Duke Realty Services Limited Partnership.

2.11 Compensation. Compensation shall mean, for purposes of this Plan, base salary (including any deferred salary under a Code Section 401(k) or 125 plan), bonus, amounts payable under the Shareholder Value Plan and Dividend Increase Unit Plan, and such other compensation (if any) approved by the Plan Administrator as Compensation for purposes of this Plan.

2.12 Compensation Deferral Agreement. Compensation Deferral Agreement shall mean the deferral election form, or such other forms furnished by the Plan Administrator (or screens on the Participant Website approved by the Plan Administrator), on which a Participant elects: (a) the amount of deferral and type of Compensation to be deferred beginning the first day of the following Plan Year; (b) any In Service Distribution Dates for that year’s, or a portion of that year’s, deferrals; and (c) the Form of Payment elections for Termination Benefits and In Service Distributions. The Allocation Election Form may be part of the Compensation Deferral Agreement, in the discretion of the Plan Administrator.

2.13 Death Benefit. Death Benefit shall mean a distribution of the total amount of the Participant’s Deferred Compensation Account Balance, including any remaining unpaid In Service Account balances, to the Participant’s Beneficiary(ies) in accordance with Article V of the Plan.

2.14 Deemed Investment. A Deemed Investment (or “Deemed Invested”) shall mean the notional conversion of a dollar amount of deferred Compensation credited to a Participant’s Deferred Compensation Account into shares or units (or a fraction of such measures of ownership, if applicable) of the underlying investment (e.g. mutual fund or other investment) which is referred to by the Investment Option(s) selected by the Participant. The conversion shall occur as if shares (or units) of the designated investment were being purchased (or sold, for a distribution) at the purchase price as of the close of business of the day on which the Deemed Investment occurs. At no time shall a Participant have any real or beneficial ownership in the actual investment to which the Investment Option refers, irrespective of whether such a Deemed Investment is mirrored by an actual identical investment by the Company or a trustee acting on behalf of the Company.

2.15 Deferred Compensation Account (“Account”). A Participant’s Deferred Compensation Account shall mean the aggregate of all Sub-Accounts maintained for Participant deferrals, together with a record of Deemed Investments in accordance with Participants’ Allocation Elections, minus any withdrawals or distributions from said Account. The Account, and all component Sub-Accounts, shall be a bookkeeping account utilized solely as a device for the measurement of amounts to be paid to the Participant under the Plan. The Account, and all Sub-Accounts, shall not constitute or be treated as an escrow, trust fund, or any other type of funded account for Code or ERISA purposes and, moreover, amounts credited thereto shall not be considered “plan assets” for ERISA purposes.

2.16 Deferred Compensation Committee or (“Committee”). Deferred Compensation Committee, or “Committee” means the benefits committee of Duke as appointed from time to time by the executive compensation committee of the board of directors of Duke or the Chief Executive Officer, who shall serve until the earlier of termination of service or appointment of a replacement by the executive compensation committee or the Chief Executive Officer.

2.17 Disability. Disability means that a Participant has been determined to have incurred total and permanent disability such that the Participant qualifies for benefits under the Company’s long-term disability (“LTD”) group plan in which the Participant participates as of the date of total and permanent disability.

2.18 Dividend Increase Unit Plan. Dividend Increase Unit Plan or “DIU Plan” means the 1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership, as amended or restated from time to time.

2.19 Duke. Duke means Duke Realty Corporation, an Indiana corporation.

2.20 Eligible Employee. Eligible Employee means an Employee who is part of a select group of management or highly compensated employees of Duke (which also includes for this purpose its subsidiaries and affiliated companies) within the meaning of Sections 201, 301 and 401 of ERISA, and who is selected by the Plan Administrator to participate in the Plan.

2.21 Employee. Employee means a full-time salaried employee of the Company, Duke or any subsidiary or affiliated company of Duke.

2.22 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.23 In Service Distribution. In Service Distribution shall mean a payment by the Company to the Participant following a date elected by the Participant (the In Service Distribution Date) of the amount represented by the account balance in the In Service Sub-Account pertaining to that In Service Distribution. In Service Distributions shall be made in accordance with Participants’ In Service Distribution form of payment election.

2.24 In Service Sub-Account. In Service Sub-Account shall mean a separate Sub-Account of the Deferred Compensation Account, created whenever a Participant elects a new In Service Distribution Date (not already established with a Sub-Account) with respect to a portion, or all, of his or her deferral contributions, to which such portion of deferral specified by the Participant is credited and Deemed Invested in accordance with the Participant’s Allocation Election.

2.25 In Service Distribution Date. In Service Distribution Date shall mean the date selected by the Participant, following which the In Service Distribution Sub-Account Balance shall be distributed in accordance with the Plan.

2.26 In Service Distribution Valuation Date. In Service Distribution Valuation Date shall mean the last day of the calendar month in which the In Service Distribution Date falls.

2.27 Investment Option. Investment Option shall mean a security, including Common Shares, or other investment such as a mutual fund, life insurance sub-account, or other investment approved by the Plan Administrator for use as part of an Investment Option menu, which a Participant may elect as a measuring device to determine Deemed Investment earnings (positive or negative) to be valued in the Participant’s Account or Sub-Account. The Participant has no real or beneficial ownership in the security or other investment represented by the Investment Option.

2.28 Participant. Participant means an Eligible Employee who: (1) is selected to participate in this Plan in accordance with Section 3.1 and has elected to defer Compensation in accordance with the Plan in any Plan Year; or (2) has an Account Balance in his or her Deferred Compensation Account, including any Sub-Account, greater than zero prior to his or her death. A Participant’s continued participation in the Plan shall be governed by Section 3.2 of the Plan.

2.29 Plan. Plan means the Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership as documented herein and as may be amended from time to time hereafter.

2.30 Plan Administrator. Plan Administrator shall mean a person or persons appointed by the Deferred Compensation Committee who is responsible for the day-to-day decision making, record keeping, and administration of the Plan; provided, that the Plan Administrator may delegate duties of the Plan Administrator to employees or others to assist in the administration of the Plan.

2.31 Plan Year. Plan Year means January 1 through December 31 each year, except that in the case of the first Plan Year only, it shall be December 1, 2002 through December 31, 2002.

2.32 Rebalance. Rebalance means an Allocation Election which pertains to a Participant’s then existing Sub-Account and which reallocates the Sub-Account Balance among Investment Options available in the Plan.

2.33 Retirement. Retirement shall mean the voluntary termination of employment with the Company upon reaching age 50. Retirement shall also mean such involuntary terminations after reaching age 50 as are designated as a Retirement for purposes of this Plan in the sole discretion of the Committee.

2.34 Retirement Benefit. Retirement Benefit shall mean a distribution of the Participant’s Deferred Compensation Account Balance, including all unpaid In Service Sub-Account balances, distributed to the Participant (or Beneficiary) in accordance with the Participant’s payment schedule election or as specified in Article V of the Plan.

2.35 Retirement/Termination Sub-Account. Retirement/Termination Sub-Account shall mean that portion of the Deferred Compensation Account not allocated to In Service Sub-Accounts.

2.36 Shareholder Value Plan. Shareholder Value Plan means the 1995 Shareholder Value Plan of Duke Realty Services Limited Partnership as amended or restated from time to time.

2.37 Sub-Account. Sub-Account shall mean a portion of the Deferred Compensation Account maintained separately by the Plan Administrator in order to properly administer the Plan.

2.38 Termination Benefit. Termination Benefit shall mean the portion of the Participant’s Deferred Compensation Account Balance, including all unpaid In Service Sub-Account balances, distributed in a single lump sum in accordance with Article V of the Plan.

2.39 Termination of Employment. Termination of Employment shall mean the termination of a Participant’s employment with Duke (or its subsidiary or affiliated company that is the Participant’s employer) for any reason.

2.40 Termination Valuation Date. Termination Valuation Date shall mean the last day of the calendar month in which Termination of Employment occurs.

2.41 Transfer. Transfer means a partial Allocation Election with respect to a Participant’s then existing Sub-Account where a Participant transfers a portion of the Sub-Account balance from one Investment Option to another.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1 Eligibility and Participation. Each Eligible Employee, determined in the sole discretion of the Committee shall be eligible to participate in this Plan.

3.2 Duration. Once an Employee becomes a Participant, such Employee shall continue to be a Participant so long as he or she is entitled to receive benefits hereunder, notwithstanding any subsequent Termination of Employment.

3.3 Revocation of Future Participation. Notwithstanding the provisions of Section 3.2, the Committee may revoke such Participant’s eligibility to make future deferrals under this Plan for any reason. In addition, if the Committee determines that a Participant’s participation in the Plan may endanger the Plan’s exemption as a “top hat” plan as determined under Parts 2, 3 and 4 of Title I of ERISA, the Committee may terminate such Participant’s participation in the Plan and make a distribution to such Participant in an amount equal to his Account Balance on the date of termination.

3.4 Notification. Each newly Eligible Employee shall be notified by the Plan Administrator, in writing, of his or her eligibility to participate in this Plan.

ARTICLE IV

DEFERRAL ELECTIONS, COMPANY CONTRIBUTIONS, AND PARTICIPANT

ACCOUNT VALUATION

4.1 Deferral Elections, generally.

(a) A Participant shall make deferral elections under the Plan by completing and submitting to the Plan Administrator a written Compensation Deferral Agreement provided by the Plan Administrator (or completing and electronically submitting the deferral election screen on the Participant website, when made available by the Plan Administrator). Deferral elections shall be made during an annual enrollment period which shall end no later than December 15 preceding the Plan Year to which the deferral election relates, unless the enrollment period is extended by the Plan Administrator. In no event may an enrollment period be extended beyond the last day of the month prior to the beginning of the Plan Year to which the deferral elections refer. Elections to defer Compensation under the DIU Plan are subject to special rules discussed below. Other Compensation deferral elections shall be made prior to the time such amounts have been earned, during special enrollment periods announced by the Plan Administrator. Notwithstanding the foregoing, an Eligible Employee who becomes eligible to be a Participant during any Plan Year may, in the initial year of eligibility only, make deferral elections with respect to Compensation which will be paid during the balance of such Plan Year but after such elections in such Plan Year, within 30 days of the date of notification of eligibility as required in Section 3.4 of the Plan.

(b) Except as provided in Section 4.1(f), deferral elections shall be for a Plan Year, and shall remain in effect from Plan Year to Plan Year unless modified or revoked by the Participant in writing on such forms as may be prescribed by the Plan Administrator (or by following such procedures as are set by the Plan Administrator regarding using the Participant website, when available) during an enrollment period. Such modification or revocation shall become effective on the first day of the Plan Year following the date of the modification or revocation.

(c) A deferral election shall designate the amount of Compensation to be deferred in whole percentages. A Participant may defer up to 100% of his or her Compensation to be paid during the Plan Year to which the election refers, except that no more than 50% of a Participant’s salary may be deferred in any Plan Year.

(d) A Participant may elect to defer salary and bonuses otherwise payable during a Plan Year.

(e) A Participant may elect to defer an amount otherwise payable under the Shareholder Value Plan during a Plan Year.

(f) A Participant may elect to defer an amount otherwise payable under the DIU Plan. The deferral election must specify the award, or percentage of an award, granted under the DIU Plan that will be deferred and must be executed by the Participant and delivered to the Company at least six (6) months in advance of the Participant’s exercise of the DIU Plan award (which exercise must be completed in accordance with the terms and conditions of the DIU Plan). Except as provided in the following sentence and in Section 4.4, a DIU Plan deferral election shall be irrevocable. All elections under this Section 4.1(f) shall become void upon a Change of Control or Termination of Employment.

(g) Deferrals pertaining to base salary shall be deducted on a pro rata basis from a Participant’s base salary for each pay period during the Plan Year, and the amount deferred shall be credited to the Participant’s Retirement/Termination Sub-Account or In Service Sub-Account(s), and a Deemed Investment shall be made in the investment(s) represented by the Investment Option(s) elected by the Participant as of the close of business on the date the amounts deferred are paid. Deferrals pertaining to other awards shall be deducted from the Participant’s awards on the date of payment of the awards, and the amount deferred shall be credited to the Participant’s Termination Sub-Account or In Service Sub-Account(s), and a Deemed Investment shall be made in the investment(s) represented by the Investment Option(s) elected by the Participant as of the close of business on the date the amounts deferred are paid.

(h) The Compensation Deferral Agreement shall indicate the Participant’s election of a payment schedule for his or her Retirement Benefit. A Participant shall elect to have such Retirement Benefit distributed: (a) a portion, or all, in a single lump sum payable as soon as administratively practicable following the Termination Valuation Date; and/or (b) the balance (assuming it is at least $50,000) in up to fifteen (15) annual installment payments payable at the time described in Section 5.2. An election of a payment schedule for a Participant’s Retirement Benefit shall pertain to the entire Retirement Benefit Sub-Account Balance. A Participant shall be permitted to change his or her payment schedule election at any time by filing a new Compensation Deferral Agreement (or by following such procedures as are set by the Plan Administrator regarding using the Participant website, when available), provided such election is made at least twelve (12) months prior to the Participant’s date of Retirement. Any payment schedule election made within twelve months of Retirement shall be null and void, and the most recent payment schedule election which is dated at least twelve months prior to Retirement will be in effect. No payment schedule election may be changed to accelerate a payment.

The foregoing notwithstanding, in the event a Participant’s deferral election results in insufficient non-deferred Compensation from which to withhold taxes in accordance with applicable law, the deferral election shall be reduced as necessary to allow the Company to satisfy tax withholding requirements.

4.2 In Service Distribution Date Election.

(a) The Compensation Deferral Agreement shall also indicate the Participant’s election of In Service Distribution Date(s) (if any). An In Service Distribution election shall pertain to such portion of deferred Compensation for the Plan Year as elected by the Participant and shall cause an In Service Sub-Account to be established (unless such Sub-Account already exists), to which such portion of deferred Compensation shall be credited. In the event an In Service Sub-Account has already been established for the In Service Distribution Date referred to in the deferral election, such portion of deferred Compensation shall be credited to the existing In Service Sub-Account. For any In Service Sub-Account, the initial In Service Distribution Date elected by a Participant shall be no earlier than three (3) years from the date of the election.

(b) A Participant may maintain up to three (3) In Service Sub-Accounts.

(c) A Participant may change or cancel an In Service Distribution Date once only, as follows:

(i) An In Service Distribution Date change (including a cancellation) may be made by submitting a new Compensation Deferral Agreement or such other form as may be provided for In Service Distribution Date changes by the Plan Administrator (or completing and electronically submitting the appropriate screen on the Participant website, when available) at any time, so long as the date that such form is submitted to the Plan Administrator is at least twelve (12) months prior to the In Service Distribution Date being changed; and

(ii) The In Service Distribution Date may be extended to a subsequent year (and must be extended by at least one year), but it may not be made to occur sooner than the original date.

(iii) The In Service Distribution Date may be cancelled, even after a change. A cancellation of an In Service Distribution Date shall cause the In Service Sub-Account associated with it to be merged into the Retirement/Termination Sub-Account.

(iv) Making an In Service Distribution Date change or cancellation in accordance with the Plan is specific to the In Service Distribution to which it refers, and shall not affect other In Service Distributions or the ability of the Participant to make new In Service Distribution elections with respect to new deferral contributions.

Any portion of a deferral not credited to an In Service Distribution Sub-Account will be credited to the Retirement/Termination Sub-Account.

(d) The Compensation Deferral Agreement shall also indicate the Participant’s election of payment schedule for each In Service Distribution Date. Permitted payment schedules for In Service Distributions are a single lump sum or (assuming the In Service Distribution Sub-Account Balance is at least $25,000) from two (2) to five (5) annual installment payments. A Participant shall be permitted to change his or her payment schedule election for an In Service Distribution at any time by filing a new Compensation Deferral Agreement (or by following such procedures as are set by the Plan Administrator regarding using the Participant website, when available), provided such election is made at least twelve (12) months prior to the In Service Distribution Date, and provided the changed payment schedule election does not result in the acceleration of a payment.

4.3 Allocation Elections and Valuation of Accounts.

(a) With respect to Deferred Compensation Accounts, a Participant shall elect Investment Options from a menu provided by the Plan Administrator. The initial election shall be made on the Allocation Election form approved by the Plan Administrator (or Allocation Election Screen on the Participant website approved by the Plan Administrator) and shall specify the allocations among the Investment Options elected. A Participant may make different Allocation Elections for each Sub-Account. A Participant’s Sub-Accounts shall be valued as the sum of the value of all Deemed Investments minus any withdrawals or distributions from said Sub-Account. Investment Options shall be utilized to determine the earnings attributable to the sub-account. Elections of Investment Options do not

represent actual ownership of, or any ownership rights in or to, the securities or other investments to which the Investment Options refer, nor is the Company in any way bound or directed to make actual investments corresponding to Deemed Investments.

(b) The Committee, in its sole discretion, shall be permitted to add or remove Investment Options provided that any such additions or removals of Investment Options shall not be effective with respect to any period prior to the effective date of such change. Any unallocated portion of a Sub-Account or any unallocated portion of new deferrals shall be Deemed Invested in an Investment Option referring to a money market based fund or sub-account.

(c) A Participant may make a new Allocation Election with respect to future deferrals, and may Rebalance or Transfer funds in any of his or her Sub- Accounts, provided that such new allocations, Rebalances or Transfers shall be in increments of one percent (1%), and Rebalances and Transfers apply to the entire Sub-Account Balance. New Allocation Elections, Rebalances, and Transfers may be made on any business day, and will become effective on the same business day or, in the case of Allocation Elections received after a cut-off time established by the Plan Administrator, the following business day. However, in its sole discretion, the Plan administrator may establish procedures and restrictions on new Allocation Elections, Rebalances, and Transfers which involve Common Shares.

(d) Notwithstanding anything in this Section to the contrary, the Company shall have the sole and exclusive authority to invest any or all amounts deferred in any manner, regardless of any Allocation Elections by any Participant. A Participant’s Allocation Election shall be used solely for purposes of determining the value of such Participant’s Sub-Accounts and the amount of the corresponding liability of the Company in accordance with this Plan.

4.4 Prohibition Against Modifications to Deferral Elections. A Participant may not modify or revoke a deferral election during a Plan Year by changing the amount of the Compensation deferral except in the case of a “financial hardship” (as defined in Section 5.9 below) and then only with the approval of the Plan Administrator which it may or may not give in its sole discretion.

ARTICLE V

Distributions and Withdrawals

5.1 In Service Distributions.

(a) In the event an In Service Distribution Sub-Account Balance shall be less than $25,000 on the initial In Service Distribution Valuation Date, the In Service Distribution shall be made in a single lump sum as soon as administratively practicable following the In Service Distribution Valuation Date. Otherwise, each In Service Distribution shall be

paid in accordance with the payment schedule election made with respect thereto, beginning as soon as administratively practicable following the In Service Distribution Valuation Date. In the event a Participant has elected installment payments for an In Service Distribution, the installment payments shall be determined as set forth in Section 5.5 of the Plan.

(b) Notwithstanding a Participant’s election to receive an In Service Distribution, all In Service Distribution Sub-Account Balances shall be distributable as part of a Retirement, Death, Disability, or Termination Benefit if the triggering date for such Retirement, Death, Disability, or Termination Benefit occurs prior to the completion of payment(s) elected in connection with any In Service Distribution Date.

5.2 Retirement Benefit Distribution. The Retirement benefit will be paid (or the first payment will be made) in accordance with the Participant payment schedule election as soon as administratively practicable following the Termination Valuation Date.

5.3 Termination Benefit Distribution. The Termination Benefit shall be paid as soon as administratively practicable following the Termination Valuation Date.

5.4 Form of Payments. All payments under the Plan shall be made in cash.

5.5 Installment Payments. If the Participant has elected installment payments for his or her Retirement Benefit distribution or an In Service Distribution, annual cash payments will be made beginning as soon as administratively practicable following the applicable Valuation Date (Termination or In Service) or, in the event of a partial lump sum election, following the first anniversary of the partial lump sum payment made following Retirement. Such payments shall continue annually on or about the anniversary of the previous installment payment until the number of installment payments elected has been paid. The installment payment amount shall be determined annually as the result of a calculation, performed on the Annual Valuation Date, where (i) is divided by (ii):

(i) equals the value of the applicable Sub-Account on the Annual Valuation Date; and

(ii) equals the remaining number of installment payments.

No Retirement Benefit distributions or In Service Distributions may be paid in installments unless, on the date the first installment would otherwise be payable, the Participant has at least 3 years of service with Duke, the Company or an affiliate of Duke. “Years of Service” shall be defined in the same manner as Duke’s primary qualified retirement plan.

5.6 Small Account Balance Lump Sum Payment.

In the event that a Participant’s Retirement/Termination Sub-Account Balance is less than $50,000 or a Participant’s In Service Distribution Sub-Account Balance is less than $25,000 on

the initial Termination or In Service Distribution Valuation Date, the In Service Distribution or Retirement Benefit, as applicable, shall be paid in a lump sum and any form of payment election to the contrary shall be null and void.

5.7 Disability Benefit. In the event of Disability, a Participant shall receive a benefit equal to the Participant’s remaining Deferred Compensation Account Balance and paid as though it were a Termination Benefit.

5.8 Death Benefit. In the event of a Participant’s death either before Termination of Employment or before complete distribution of any In Service Distribution or Retirement Benefit, such Participant’s Beneficiary, named on the most recently filed Beneficiary Designation Form, shall be paid a Death Benefit in the amount of the remaining Deferred Compensation Account Balance in a single lump sum as soon as practicable following the end of the month in which the Participant’s death occurred. The Valuation Date for purposes of determining the Death Benefit shall be the last day of the month in which the Participant’s death occurs.

5.9 Hardship Withdrawal. A Participant may request, in writing to the Plan Administrator, a distribution under the Plan if the Participant experiences a “financial hardship”. A financial hardship is an unanticipated emergency that is caused by an event beyond the control of a Participant and that would result in severe financial hardship to the Participant if early withdrawal were not permitted. The Plan Administrator, in its sole discretion, shall determine whether a Participant has experienced a financial hardship. The amount of any distribution for financial hardship is limited to the amount of the severe financial need, which cannot be met with other resources of the Participant. The amount of such hardship distribution shall be subtracted first from the Participant’s Termination Benefit Sub-Account until depleted and then from the In Service Distribution Sub-Accounts (if any) beginning with the most distant. Values for purposes of administering this Section shall be determined on the date the Plan Administrator approves the amount of the hardship withdrawal, or such other date determined by the Plan Administrator.

5.10 Pro-rata subtraction from Investment Options. In the event a distribution to be paid under this Article V is less than the entire Sub-Account Balance and the Sub-Account is allocated over more than one Investment Option, the distribution shall be subtracted from each Investment Option in a pro-rata manner determined in the sole discretion of the Plan Administrator.

5.11 Common Shares. Any purchase or sale of Common Shares under or by the Plan shall be subject to all applicable federal, state and foreign laws, rules and regulations, to all approvals by any governmental or regulatory agency, as may be required, and to all policies of the Company or Duke, including the Company’s and Duke’s blackout periods and insider trading policies. Accordingly, in certain situations and at the discretion of the Plan Administrator, the timing of a distribution from an Account in which a Deemed Investment has been made in Company Shares may be delayed until Common Shares may be transferred free of such issuance or sale restrictions.

ARTICLE VI

ADMINISTRATION

6.1 Plan Administration. This Plan shall be administered by the Plan Administrator, which shall have authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims for benefits shall be filed with the Plan Administrator and resolved in accordance with the claims procedures in Article IX. All of the foregoing powers shall be exercised by the Plan Administrator in its sole discretion.

6.2 Withholding. The Company (or its subsidiary or affiliated company that is or was the Participant’s employer) shall have the right to withhold from any payment made under the Plan (or any amount deferred into the Plan) any taxes required by law to be withheld in respect of such payment (or deferral).

6.3 Indemnification. The Company shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which is delegated duties, responsibilities, and authority with respect to administration of the Plan, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which arise as a result of his or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Company. Notwithstanding the foregoing, the Company shall not indemnify any person or organization if his or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Company consents in writing to such settlement or compromise.

6.4 Expenses. The expenses of administering the Plan shall, in the sole discretion of the Committee, be paid by the Company or paid by the Plan and allocated among the Deferred Compensation Accounts.

6.5 Delegation of Authority. In the administration of this Plan, the Plan Administrator may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who may be legal counsel to the Company.

6.6 Binding Decisions or Actions. The decision or action of the Plan Administrator in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations thereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

ARTICLE VII

AMENDMENT AND TERMINATION

7.1 Amendment and Termination. The Plan is intended to be permanent, but the Committee may at any time modify, amend, or terminate the Plan, provided that such modification, amendment or termination shall not cancel, reduce, or otherwise adversely affect the amount of benefits of any Participant accrued (and any form of payment elected) as of the date of any such modification, amendment, or termination, without the consent of the Participant. Notwithstanding the foregoing, the Committee shall be permitted upon Plan termination to instruct the Plan Administrator to pay each Participant (without such Participant’s consent) a lump sum in the amount of such Participant’s Account Balance as of the date of such Plan termination.

7.2 Adverse Income Tax Determination. Notwithstanding anything to the contrary in the Plan, if any Participant receives a deficiency notice from the United States Internal Revenue Service asserting constructive receipt of amounts payable under the Plan, or if legislation is passed which causes current income taxation of deferred amounts, Company contributions, and/or the investment earnings attributed thereto due to any Participant withdrawal right or other Plan provision, the Committee, in its sole discretion, may terminate the Plan or such Participant’s participation in the Plan, and/or may declare null and void any Plan provision with respect to affected Participants. In addition, it is intended that this Plan comply with all provisions of the Internal Revenue Code and regulations and rulings in effect from time to time regarding the permissible deferral of compensation and taxes thereon, and it is understood that this Plan does so comply. If the laws of the United States or of any relevant state are amended or construed in such a way as to make this Plan (or its intended deferral of compensation and taxes) in whole or in part void, then the Deferred Compensation Committee, in its sole discretion, may choose to terminate the Plan or it may (to the extent it deems practicable) amend or otherwise give effect to the Plan in such a manner as it deems will best carry out the purposes and intentions of this Plan.

ARTICLE VIII

INFORMAL FUNDING

8.1 General Assets. All benefits in respect of a Participant under this Plan shall be paid directly from the general funds of the Company, or a Rabbi Trust created by the Company for the purpose of informally funding the Plan, and other than such Rabbi Trust, if created, no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in or to any investments which the Company may make to aid the Company in meeting its obligation hereunder. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company or any if its subsidiaries or affiliated companies and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments from the Company hereunder, such rights are no greater than the right of an unsecured general creditor of the Company.

8.2 Rabbi Trust. The Company may, at its sole discretion, establish a grantor trust, commonly known as a Rabbi Trust, as a vehicle for accumulating the assets needed to pay the promised benefit, but the Company shall be under no obligation to establish any such trust or any other informal funding vehicle.

ARTICLE IX

CLAIMS

9.1 Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed with the Plan Administrator which shall make all determinations concerning such claim. Any decision by the Plan Administrator denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (“Claimant”). Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Plan document shall be cited and, where appropriate, an explanation as to how the Claimant can perfect the claim will be provided, including a description of any additional material or information necessary to complete the claim, and an explanation of why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review. This notice of denial of benefits will be provided within 90 days of the Plan Administrator’s receipt of the Claimant’s claim for benefits. If the Plan Administrator fails to notify the Claimant of its decision regarding the Claimant’s claim, the claim shall be considered denied, and the Claimant shall then be permitted to proceed with an appeal as provided in this Article. If the Plan Administrator determines that it needs additional time to review the claim, the Plan Administrator will provide the Claimant with a notice of the extension before the end of the initial 90-day period. The extension will not be more than 90 days from the end of the initial 90-day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Plan Administrator expects to make a decision.

9.2 Appeal. A Claimant who has been completely or partially denied a benefit shall be entitled to appeal this denial of his claim by filing a written appeal with the Committee no later than sixty (60) days after: (a) receipt of the written notification of such claim denial, or (b) the lapse of ninety (90) days without an announced decision notice of extension. A Claimant who timely requests a review of his or her denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Committee. The Committee may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal. Following its review of any additional information submitted by the Claimant, the Committee shall render a decision on its review of the denied claim in the following manner:

(a) The Committee shall make its decision regarding the merits of the denied claim within 60 days following his receipt of the appeal (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). It shall deliver the decision to the Claimant in writing. If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render the determination on review.

(b) The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.

(c) The decision on review shall set forth a specific reason for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based.

(d) The decision on review will include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant to the Claimant’s claim for benefits.

(e) The decision on review will include a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.

(f) A Claimant may not bring any legal action relating to a claim for benefits under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or her administrative remedies under such claims procedures.

ARTICLE X

GENERAL CONDITIONS

10.1 Anti-assignment Rule. No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary.

10.2 No Legal or Equitable Rights or Interest. No Participant or other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the service of the Company or any of its subsidiaries or affiliated companies. The right and power of the Company (or any of its subsidiaries or affiliated companies that is the Employee’s employer) to dismiss or discharge an Employee is expressly reserved.

10.3 No Employment Contract. Nothing contained herein shall be construed to constitute a contract of employment between an Employee and the Company or any of its subsidiaries or affiliated companies.

10.4 Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.

10.5 Invalid or Unenforceable Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Plan Administrator may elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been included.

10.6 Governing Law. To the extent not preempted by ERISA, the laws of the State of Indiana shall govern the construction and administration of the Plan.

IN WITNESS WHEREOF, the Company has caused this Plan to be adopted, effective as of December 1, 2002.

Duke Realty Services Limited Partnership
By:
	Dennis D. Oklak, Co-Chief Operating
	Officer of Duke Realty Corporation, Its
	General Partner
ATTEST:_____________________________________

EX-99.2

Exhibit 99.2

DIRECTORS’ DEFERRED COMPENSATION PLAN

OF

DUKE-WEEKS REALTY CORPORATION

Effective Date: July 2, 1999

ARTICLE I

INTRODUCTION AND PURPOSE

The primary purpose of this Plan is to provide a mechanism under which a Director can elect to defer the payment of his or her Fees until after the earlier of his or her death, resignation, removal or retirement as a Director and, further, to elect that Duke-Weeks treat such deferrals as invested either in an account which pays interest or in Duke-Weeks Stock pending distribution of such deferrals in accordance with the terms of this Plan.

This Plan was established by Duke-Weeks effective as of July 2, 1999. On that date, Weeks Corporation (“Weeks”) was merged with and into Duke Realty Investments, Inc. (“Duke”), with Duke being the surviving corporation and known as Duke-Weeks Realty Corporation. Weeks also sponsored the Weeks Plan, a deferred compensation plan for its directors and certain executive employees.

In connection with the merger, Duke determined that Duke-Weeks would adopt a deferred compensation plan covering members of the Board and that is substantially similar to the Weeks Plan. Duke also determined that, in connection with establishing such plan, the stock and interest subaccounts of each participating director and executive under the Weeks Plan, as adjusted for all deferrals and credits thereto through July 1, 1999 and calculated in accordance with the applicable provisions of the Weeks Plan, would be transferred to this Plan effective as of July 2, 1999 and that the Weeks Plan would be terminated effective as of such date. Duke also determined that each participating executive would continue to make deferrals hereunder, on the same basis as they were making deferrals under the Weeks Plan, until December 31, 1999, at which time such deferrals would terminate and the executive’s accounts hereunder would be frozen.

All amounts deferred hereunder and all amounts transferred to this Plan from the Weeks Plan shall be administered, distributed and otherwise governed in accordance with the provisions of this Plan.

It is the intention of Duke-Weeks that this Plan shall constitute an unfunded arrangement maintained for the purpose of providing deferred compensation for Directors and a select group of management or highly compensated employees for federal income tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE II

DEFINITIONS

2.1. “Account” means the bookkeeping account maintained by Duke-Weeks as part of its books and records in accordance with Articles III through V to show as of any date the interest of each Director and executive in this Plan. Each such bookkeeping account shall include subaccounts to reflect the deferrals made to the Interest Subaccount and the Stock Subaccount and all adjustments thereto. Such account shall also include all amounts transferred to this Plan from the Weeks Plan.

2.2. “Beneficiary” means the person or persons designated as such in accordance with Section 5.6.

2.3. “Board” means the Board of Directors of Duke-Weeks.

2.4. “Change in Control of Duke-Weeks” means (i) any merger, consolidation or similar transaction which involves Duke-Weeks and in which persons who are the shareholders of Duke-Weeks immediately prior to such transaction own, immediately after such transaction, shares of the surviving or combined entity which possess voting rights equal to or less than fifty percent (50%) of the voting rights of all shareholders of such entity, determined on a fully diluted basis; (ii) any sale, lease, exchange, transfer or other disposition of all or any substantial part of the consolidated assets of Duke-Weeks; (iii) any tender, exchange, sale or other disposition (other than dispositions of the stock of Duke-Weeks or any subsidiary in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchases (other than purchases by Duke-Weeks or any Duke-Weeks-sponsored employee benefit plan, or purchases by members of the Board of Directors of Duke-Weeks or any subsidiary) of shares which represent more than twenty-five percent (25%) of the voting power of Duke-Weeks Corporation or any subsidiary; (iv) during any period of two (2) consecutive years, individuals who, at the date of the adoption of this Plan, constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each Director at the beginning of such period has been approved by Directors representing at least a majority of the Directors then in office who were Directors on July 2, 1999; (v) a majority of the Board recommends the acceptance of or accept any agreement, contract, offer or other arrangement providing for, or any series of transactions resulting in, any of the transactions described above. Notwithstanding the foregoing, a Change in Control of Duke-Weeks (A) shall not occur as a result of the issuance of stock by Duke-Weeks in connection with any public offering of its stock, or (B) be deemed to have occurred with respect to any transaction unless such transaction has been approved or shares have been tendered by a majority of the shareholders who are not section 16 grantees. For this purpose, a section 16 grantee is a person subject to potential liability under Section 16(b) of the Securities Exchange Act of 1934, as amended with respect to transactions involving equity securities of Duke-Weeks. For purposes of this Section 2.4, “subsidiary” means a corporation, partnership or limited liability company, a majority of the outstanding voting or non-voting stock, general partnership interests or membership interests, as the case may be, of which is owned or controlled, directly or indirectly, by Duke-Weeks or by one or more other subsidiaries of Duke-Weeks.

2.5. “Committee” means the Executive Compensation Committee of the Board.

2.6. “Director” means any person (other than a person who is an employee of Duke-Weeks) who has been elected to serve as a member of the Board and any former member of the Board for whom an Account is maintained under this Plan.

2.7. “Duke-Weeks” means Duke-Weeks Realty Corporation and any successor to Duke-Weeks Realty Corporation.

2.8. “Fees” means the two forms of fees paid on a quarterly basis to a Director for services as a member of the Board. The first form of Fees is Stock Fees which consist of that portion of a Director’s

compensation paid on a quarterly basis in the form of Duke-Weeks Stock under the 1996 Directors’ Stock Payment Plan of Duke Realty Investments, Inc. The second form of Fees is Cash Fees, which consists of that portion of a Director’s compensation paid in the form of cash for attendance at each non-telephonic meeting of the Board. No other fees paid to a Director shall be eligible for deferral under this Plan.

2.9. “Interest Subaccount” means that part of an Account maintained for a Director which shall be treated as if invested in an account paying interest at the prime rate as reported on the last business day of each calendar quarter in The Midwest Edition of The Wall Street Journal.

2.10. “Plan” means this Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation.

2.11. “Stock Subaccount “ means that part of an Account maintained for a Director which shall be treated as if invested in Duke-Weeks Stock.

2.12. “Duke-Weeks Stock” means the common stock, no par value, of Duke-Weeks.

2.13. “Weeks Plan” means the Weeks Corporation Amended and Restated 1998 Deferred Compensation Plan.

ARTICLE III

DEFERRAL OF FEES

3.1. Fees Eligible for Deferral. A Director may elect to defer all or any portion, expressed as a whole percentage, of his Stock Fees and Cash Fees.

3.2. Start-Up Deferral Elections.

(a) Participation as of Effective Date. Each individual who was a member of the Board on July 2, 1999 shall have the right, not later than July 30, 1999, to elect, on the form provided for this purpose by the Committee, to defer the payment of his or her Fees which are payable on or after October 1, 1999.

(b) First Term Deferral Elections. An individual who is elected to serve as a Director or who is nominated for election as a Director (other than an individual who was a Director immediately before such election or nomination) shall have the right at any time before the end of the thirty (30) day period immediately following the effective date of his or her election as a Director to elect, on the form provided for this purpose by the Committee, to defer the payment of his or her Fees which are payable after the date such election is properly and timely made.

3.3. Annual Deferral Elections. Before the beginning of any calendar year, a Director shall have the right to elect, on the form provided for this purpose by the Committee, to defer the payment of his or her Fees which are attributable to services rendered as a Director during such calendar year. Any election which is made and which is not revoked before the beginning of such calendar year shall become irrevocable on the first day of such calendar year and shall remain irrevocable through the end of such calendar year.

3.4. Automatic Renewal of Deferral Elections. If a Director makes a deferral election under either Section 3.2 or Section 3.3 for any calendar year and does not revoke such election before the beginning of any subsequent calendar year, such election shall remain in effect for each such subsequent calendar year and shall be irrevocable through the end of each subsequent calendar year.

3.5. Account Credits. The Fees which a Director elects to defer under this Article III shall be credited to his or to her Interest Subaccount or Stock Subaccount as provided in Article IV, effective as of the day on which such Fees would otherwise have been paid to the Director if no election had been made under this Article III.

3.6 Deferrals by Executives. Each executive who was participating in the Weeks Plan on July 1, 1999 and who became an employee of Duke-Weeks on July 2, 1999 shall become a participant hereunder on July 2, 1999. The executive’s deferral election in effect under the Weeks Plan and the deferrals being made thereunder on July 1, 1999 shall automatically continue to be made under this Plan. All provisions of the Weeks Plan applicable to the making of deferrals thereunder by executives are hereby incorporated into this Plan by reference solely for purposes of enabling the executives to make deferrals hereunder until the earlier of December 31, 1999 or the date on which an executive terminates employment with Duke-Weeks. On December 31, 1999, the account of each executive shall be frozen and no further deferrals will be allocated thereto; provided, however, such Accounts shall be subject to the provisions of Article IV regarding allocations and adjustments. All amounts transferred to this Plan on account of and all deferrals made by an executive hereunder shall be allocated, adjusted, held and (except as otherwise provided in Section 5.3) distributed in accordance with the applicable provisions of this Plan.

3.7 Unsecured Contractual Rights. This Plan at all times shall be unfunded (except as otherwise provided Section 8.7) and shall constitute a mere promise by Duke-Weeks to make benefit payments in the future. Notwithstanding any other provision of this Plan, no Director, executive, Beneficiary or other person shall have any preferred claim on, or any beneficial ownership in, any assets of Duke-Weeks prior to the time benefits are distributed as provided in Article V, including any Fees deferred hereunder. All rights created under this Plan shall be mere unsecured contractual rights against Duke-Weeks.

ARTICLE IV

ACCOUNTS AND ADJUSTMENTS

4.1. In General. All Stock Fees deferred under this Plan and all amounts transferred to this Plan from the stock subaccounts under the Weeks Plan shall automatically be allocated to a

corresponding Stock Subaccount hereunder. Cash Fees deferred under this Plan may be allocated to the Director’s Stock or Interest Subaccount, as elected by the Director. All amounts transferred to this Plan from the interest subaccounts under the Weeks Plan shall automatically be allocated to a corresponding Interest Subaccount hereunder. All amounts allocated to the Stock and Interest Subaccounts shall remain allocated to such accounts until they are fully distributed in accordance with Article V. To be effective, any election made under Article III to defer Cash Fees must include the percentage of such Cash Fees which are to be allocated to the Stock Subaccount and the percentage of Cash Fees which are to be allocated to the Interest Subaccount.

4.2. Interest Subaccount. All amounts allocated to an Interest Subaccount hereunder, including the interest subaccounts transferred to this Plan from the Weeks Plan on July 2, 1999, shall be adjusted as of the first day of each calendar quarter as if such amounts were invested at the prime interest rate as reported in The Midwest Edition of The Wall Street Journal for the last business day of the immediately preceding calendar quarter. Such credits shall be made until such Interest Subaccount is fully distributed in accordance with Article V.

4.3. Stock Subaccount. Any Stock Fees deferred under this Plan and all amounts transferred hereto from the stock subaccounts under the Weeks Plan shall automatically be treated as being allocated to a corresponding Stock Subaccount, on a share-for-share basis after taking into account, for transfers from the Weeks Plan, the conversion of Weeks Corporation common stock into Duke-Weeks Stock. Such allocation shall be made as of the day on which Duke-Weeks would have otherwise paid such Duke-Weeks Stock to the Director under the 1996 Directors’ Stock Payment Plan of Duke Realty Investments, Inc. or July 2, 1999 in the case of stock subaccounts under the Weeks Plan which are transferred to this Plan, as the case may be. Any Cash Fees that a Director elects to defer into his or her Stock Subaccount shall be deemed to be used to purchase shares of Duke-Weeks Stock. The number of shares deemed to be purchased shall be determined by dividing the deferrals allocated to the Stock Subaccount as of any date by the per share closing price of Duke-Weeks Stock on such date as reported in The Midwest Edition of The Wall Street Journal.

4.4. Adjustments for Dividends. Additional shares of Duke-Weeks Stock shall be deemed to be constructively purchased for a Director’s Stock Subaccount whenever a cash dividend is declared and paid with respect to Duke-Weeks Stock which was treated as being allocated to a Stock Subaccount on the record date for such dividend. Such purchase shall be deemed to be made on the date the dividend is paid on the same basis as shares are deemed purchased when an allocation is made to a Stock Subaccount under Section 4.3. An appropriate adjustment to the allocations made to a Stock Subaccount shall also be made by the Committee whenever dividends are paid other than in cash or there is a stock split or other adjustment or distribution made with respect to Duke-Weeks Stock.

ARTICLE V

DISTRIBUTIONS

5.1. Times of Distribution. The balance credited to each Account hereunder shall (subject to Sections 5.5 and 5.6(a)) first become distributable as of the first day of the calendar quarter which immediately follows the calendar quarter which includes the date of death or the effective date of the

resignation, removal, retirement or termination of a Director or employee, as the case may be, whichever comes first. The distribution shall be made or commence to be made as soon as practicable after the beginning of such calendar quarter.

5.2 Methods of Distribution. All Stock Fees deferred under this Plan and all adjustments made thereto under Article IV which are attributable to stock dividends, stock splits or other similar adjustments or distributions made with respect to such deferrals shall be distributed solely in the form of whole shares of Duke-Weeks Stock with any fractional share interests distributed in cash. All adjustments which are attributable to cash dividends on Duke-Weeks Stock, all Cash Fees deferred under this Plan whether or not allocated to a Stock Subaccount (and all adjustments made thereto under Article IV) and all amounts transferred hereto from the stock subaccounts under the Weeks Plan, shall be distributed solely in the form of cash. The amount of cash to be distributed to a Director or Beneficiary from his or her Stock Account shall be determined by multiplying the number of shares which are distributable from this Plan by the per share closing price of Duke-Weeks Stock on the last day of the calendar quarter on which Duke-Weeks Stock was traded prior to the calendar quarter in which the distribution is made. If distributions are made in the form of installments, each distribution shall be made prorata from the Stock Subaccount and the Interest Subaccount. The portion of the Stock Subaccount that is not distributed shall continue to be allocated to such Stock Subaccount and the portion of the Interest Subaccount, which is not distributed, shall continue to be allocated to such Interest Subaccount.

5.3. Election of Form of Distributions. A Director or executive shall have the right to elect that his or her Account be distributed in one of the distribution forms described in Section 5.4, and any such election shall be effective only if made on a form provided by the Committee for such purpose at least twelve (12) full consecutive months before his or her Account first becomes distributable under Section 5.1. If the Director or executive properly and timely elects to revoke a prior election, such revocation shall be effective only if such revocation and any new election is made at least twelve (12) full consecutive months before his or her Account first becomes distributable. If no election is made by a Director under this Section 5.3 or if an election has not become effective when an Account first becomes distributable, the Director shall be deemed to have made an election under this Plan to receive his or her Account in the form of a single lump sum as described in Section 5.4(a). If no election is made under this Section 5.3 by an executive, the executive shall be deemed to have made an election under this Plan to receive his or her account in the form that it otherwise would have been paid under the Weeks Plan.

5.4. Distribution Forms.

(a) Single Lump Sum. A Director or executive shall have the right to elect that his or her Account be distributed in a single lump sum. If the Account is distributed in this form, the distribution shall be made as soon as practicable after the beginning of the calendar quarter in which his or her Account first becomes distributable under Section 5.1.

(b) Five Annual Installments. A Director or executive shall also have the right to elect that his or her Account be distributed in five (5) annual installments. If the Account is distributed in this form, the first annual installment shall be made as soon as practicable after the beginning of the calendar quarter in which his or her Account first becomes distributable under Section 5.1. The amount

distributable each calendar year shall be determined by multiplying the Account by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installments remaining after such installment has been paid plus one. The second through the fifth annual installments shall be distributed on or about the anniversary of the date on which the first annual installment was distributed.

(c) Ten Annual Installments. A Director or executive shall also have the right to elect that his or her Account be distributed in ten (10) annual installments. If the Account is distributed in this form, the first annual installment shall be made as soon as practicable after the beginning of the calendar quarter in which his or her Account first becomes distributable under Section 5.1. The amount distributable each calendar year shall be determined by multiplying the Account by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installments remaining after such installment has been paid plus one. The second through the tenth annual installments shall be distributed on or about the anniversary of the date on which the first annual installment was distributed.

5.5. Early Withdrawal Right. Each Director shall also have the right to receive the balance credited to his or her Account attributable to the Fees he or she elected to defer for any calendar year, in a single lump sum, as soon as practicable following the end of the four (4) consecutive calendar year period following the end of such calendar year if the Director makes (and does not revoke) an election under this Section 5.5 to receive such distribution before the end of the three (3) consecutive calendar year period following the end of such calendar year. If a Director fails to make such an election before the end of such three (3) consecutive calendar year period or any such election has been timely revoked, the deferrals for such calendar year thereafter shall be distributed as otherwise provided in this Article V.

5.6. Death and Beneficiary Designation.

(a) Form and Time of Payment. Notwithstanding any election made under Section 5.3, in the event of a Director’s or executive’s death either before or after the time his or her benefits under this Plan commence to be distributed, his or her entire Account (or the remaining balance thereof) shall be paid to his or her Beneficiary in a single lump sum. Such distribution shall be made within sixty (60) days of the date of the Director’s or executive’s death.

(b) Designation of Beneficiaries. A Director or executive may designate a primary and contingent Beneficiary or Beneficiaries on a form provided by the Committee. Such designation may be changed at any time for any reason by the Director or executive. If the Director or executive fails to designate a Beneficiary, or if such designation shall for any reason be illegal or ineffective, or if the designated Beneficiary(ies) shall not survive the Director or executive, his or her benefits under this Plan shall be paid: (i) to the surviving spouse; (ii) if there is no surviving spouse, to the duly appointed and qualified executor or

other personal representative of the Director or executive, to be distributed in accordance with the Director’s or executive’s will or applicable intestacy law; or (iii) in the event that there shall be no such representative duly appointed and qualified within forty-five (45) days after the date of death of the Director or executive, then to such persons who, at the date of his or her death, would be entitled to share in the distribution of the Director’s or executive’s estate under the provisions of the applicable statutes then in force governing the descent of intestate property, in the proportions specified in such statute. Duke-Weeks may determine the identity of the distributees, and in so doing may act and rely upon any information it may deem reliable upon reasonable inquiry, and upon any affidavit, certificate or other document believed by it to be genuine, and upon any evidence believed by it to be sufficient.

ARTICLE VI

PLAN ADMINISTRATION

6.1 Administration by the Committee. The Committee shall be responsible for administering this Plan. Except as Duke-Weeks shall otherwise expressly determine, the Committee shall be charged with the full power and the responsibility for administering this Plan in all its details.

6.2 Powers and Responsibilities of the Committee.

(a) Powers. The Committee shall have all powers necessary to administer this Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to a Director’s eligibility to participate in this Plan; to determine the amount, manner and timing of any distribution of benefits or withdrawal from this Plan; to resolve any claim for benefits in accordance with Section 6.4, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under this Plan. Any construction, interpretation, or application of this Plan by the Committee shall be final, conclusive and binding. All actions by the Committee shall be taken pursuant to uniform standards applied to all persons similarly situated.

(b) Records and Reports. The Committee shall be responsible for maintaining sufficient records to determine each Director’s eligibility to participate in this Plan, the Fees of each Director for purposes of determining the amount of deferrals that may be made by the Director under this Plan, and all amounts transferred to this Plan from the Weeks Plan.

(c) Rules and Decisions. The Committee may adopt such rules as it deems necessary, desirable or appropriate in the administration of this Plan. All rules and decisions of the Committee shall be applied uniformly and consistently to all Directors, executives and Beneficiaries in similar circumstances. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Director, executive, Beneficiary, Duke-Weeks or the legal counsel of Duke-Weeks.

(d) Application and Forms for Benefits. The Committee may require a Director, executive or Beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Director’s, executive’s or Beneficiary’s current mailing address.

6.3 Liabilities. The Committee shall be indemnified and held harmless by Duke-Weeks with respect to any actual or alleged breach of responsibilities performed or to be performed hereunder.

6.4 Claims Procedure.

(a) Filing a Claim. Any Director, executive or Beneficiary under this Plan may file a written claim for a Plan benefit with the Committee or with a person named by the Committee to receive claims under this Plan.

(b) Notice of Denial of Claim. In the event of a denial or limitation of any benefit or payment due to or requested by any Director, executive or Beneficiary under this Plan (“claimant”), the claimant shall be given a written notification containing specific reasons for the denial or limitation of his benefit. The written notification shall contain specific reference to the pertinent Plan provisions on which the denial or limitation of his or her benefit is based. In addition, it shall contain a description of any other material or information necessary for the claimant to perfect a claim, and an explanation of why such material or information is necessary. The notification shall further provide appropriate information as to the steps to be taken if the claimant wishes to submit his or her claim for review. This written notification shall be given to a claimant within ninety (90) days after receipt of his or her claim by the Committee unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of such ninety (90) day period, and such notice shall indicate the special circumstances that make the postponement appropriate.

(c) Right of Review. In the event of a denial or limitation of his or her benefit, the claimant or his or her duly authorized representative shall be permitted to review pertinent documents and to submit to the Committee issues and comments in writing. In addition, the claimant or his or her duly authorized representative may make a written request for a full and fair review of his claim and its denial by the Committee; provided, however, that such written request must be received by the Committee (or its delegate to receive such requests) within sixty (60) days after receipt by the claimant of written notification of the denial or limitation of the claim. The sixty (60) day requirement may be waived by the Committee in appropriate cases.

(d) Decision on Review. A decision shall be rendered by the Committee within sixty (60) days after the receipt of the request for review, provided that where special circumstances require an extension of time for processing the decision, it may be postponed on written notice to the claimant (prior to the expiration of the initial sixty (60) day period) for an additional sixty (60) days after the receipt of such request for review. Any decision by the Committee shall be furnished to the claimant in writing and shall set forth the specific reasons for the decision and the specific Plan provisions on which the decision is based.

(e) Court Action. No Participant or Beneficiary shall have the right to seek judicial review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits prior to filing a claim for benefits or exhausting his rights to review under this Section 6.4.

ARTICLE VII

AMENDMENT AND TERMINATION OF PLAN

7.1 Amendment of Plan. Duke-Weeks shall have the right at any time by action of the Board or Committee to modify, alter or amend this Plan in whole or in part.

7.2 Termination of Plan. Duke-Weeks reserves the right at any time by action of the Board or Committee to terminate this Plan by resolution of the Board or Committee or to reduce or cease contributions at any time.

ARTICLE VIII

MISCELLANEOUS

8.1 Governing Law. This Plan shall be construed, regulated and administered according to the laws of the State of Indiana without regard to the choice of law principles thereof, except in those areas preempted by the laws of the United States of America, in which case such laws will control.

8.2 Headings. The headings and subheadings in this Plan have been inserted for convenience of reference only and shall not affect the construction of the provisions hereof. In any necessary construction, the singular shall include the plural, and vice versa.

8.3. Making and Revoking Elections. Any election made under this Plan shall be treated as made or revoked only when the form provided by the Committee for making such election or revocation is properly completed and timely delivered to Duke-Weeks in accordance with the instructions on such form.

8.4. Term of Office. A Director’s participation in this Plan shall not constitute a contract for a Director to serve as a member of the Board for any particular term or for any particular rate of compensation, and participation in this Plan shall have no bearing whatsoever on such terms or compensation or on any other conditions for membership on the Board.

8.5. 1934 Act. With respect to persons subject to Section 16 of the Securities Exchange Act of 1934 (“1934 Act”), transactions under this Plan are intended to comply with all applicable conditions of Rule 16(a)-I (c)(3)(ii) or its successors under the 1934 Act. To the extent any provision of this Plan or act by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

8.6. Conflict With Weeks Plan. To the extent any provision of this Plan conflicts with any provision of the Weeks Plan, the provisions of this Plan shall control.

8.7. Effect of Change in Control. Within thirty (30) days of a Change in Control of Duke-Weeks, Duke-Weeks shall establish an irrevocable “rabbi” trust with a third-party trustee who is independent of Duke-Weeks and shall contribute to such trust an amount equal to the sum of all Accounts valued as of the date of the contribution. If Duke-Weeks has set aside any assets to fund

benefits under this Plan, such assets shall be transferred directly to the trustee of the trust, subject to the trustee’s agreement to accept a transfer of such assets. From and after the date of such contribution or transfer, all additional amounts allocated or credited to all Accounts hereunder shall be contributed to such trust.

8.8. Corporate Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of Duke-Weeks or by the merger or consolidation of Duke-Weeks into or with any other corporation or other entity (“Transaction”), but this Plan shall be continued after the Transaction only if and to the extent that the transferee, purchaser or successor entity agrees to continue this Plan. Duke-Weeks shall not agree to a Transaction unless and until the transferee, purchaser or successor agrees to adopt this Plan and, in connection therewith, agrees to expressly assume all obligations and liabilities of Duke-Weeks hereunder.

SIGNATURE

IN WITNESS WHEREOF, Duke-Weeks Realty Corporation has caused this amended and restated Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation to be executed by its officers thereunder duly authorized, this                      day of July, 1999, but effective as of July 2, 1999.

DUKE-WEEKS REALTY CORPORATION
By:
	Dennis D. Oklak, Executive Vice President,
	Treasurer and Chief Financial Officer