S-3ASR

As filed with the Securities and Exchange Commission on July 31, 2009.

Registration Nos. 333-            and 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DUKE REALTY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Indiana	35-1740409
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

DUKE REALTY LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)

Indiana	35-1898425
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

600 East 96th Street, Suite 100

Indianapolis, Indiana 46240

(317) 808-6000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Dennis D. Oklak

Chief Executive 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)

Copies to:

Howard L. Feinsand, Esq. Executive Vice President and General Counsel Duke Realty Corporation 600 East 96th Street, Suite 100 Indianapolis, Indiana 46240 (317) 808-6000 Mark C. Kanaly, Esq. Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street, N.W. Atlanta, Georgia 30309-3424 (404) 881-7000

Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, please check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x Accelerated filer  ¨ Non-accelerated filer  ¨ (Do not check if a smaller reporting company) Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered / Proposed maximum offering price     per share / Proposed maximum     aggregate offering price (1)	Amount of registration fee (1)
Debt Securities (2)
Common Stock, $.01 par value (3)
Preferred Stock, $.01 par value (3)
Depositary Shares (3)(4)
Warrants (3)
Stock Purchase Contracts (3)
Units (3)(5)
Guarantees of Debt Securities (3)(6)

(1) An indeterminate number of securities of each identified class is being registered as may be issued from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rule 456(b) and Rule 457(r), the registrant is deferring payment of all of the registration fee.

(2) The Debt Securities will be issued by Duke Realty Limited Partnership. This registration statement also covers contracts that may be issued by Duke Realty Limited Partnership under which the counterparty may be required to purchase Debt Securities covered hereby.

(3) The Common Stock, Preferred Stock, Depositary Shares, Warrants, Stock Purchase Contracts, Units and Guarantees of Debt Securities will be issued by Duke Realty Corporation.

(4) Each Depositary Share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of Preferred Stock and will be evidenced by a depositary receipt.

(5) Any registered securities may be sold separately or as Units with other registered securities of Duke Realty Corporation or Duke Realty Limited Partnership. Units may consist of two or more securities in any combination, which may or may not be separable from one another. Each Unit will be issued under a unit agreement or indenture. Because Units will consist of securities registered hereunder, no separate registration fee is required for the Units.

(6) Pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid in respect of any such guarantees.

PROSPECTUS

DUKE REALTY CORPORATION

Common Stock

Preferred Stock

Depositary Shares

Warrants

Stock Purchase Contracts

Units

Guarantees of Debt Securities

DUKE REALTY LIMITED PARTNERSHIP

Debt Securities

This prospectus describes debt and equity securities that may be issued and sold, from time to time, by Duke Realty Corporation and/or Duke Realty Limited Partnership, or that may be offered and sold, from time to time, by selling securityholders to be identified in the future. Duke Realty Corporation may offer and sell common stock, preferred stock, depositary shares, warrants, stock purchase contracts, units and guarantees of debt securities, and Duke Realty Limited Partnership may offer and sell debt securities. The debt securities, preferred stock, warrants and stock purchase contracts may be convertible into or exercisable or exchangeable for common or preferred stock or other securities of Duke Realty Corporation or Duke Realty Limited Partnership or debt or equity securities of one or more other entities. The common stock of Duke Realty Corporation is listed on the New York Stock Exchange under the ticker symbol “DRE.”

We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.

To the extent that any selling securityholder resells any securities, the selling securityholder may be required to provide you with this prospectus and a prospectus supplement identifying and containing specific information about the selling securityholder and the terms of the securities being offered.

This prospectus describes some of the general terms that may apply to these securities. The specific terms of any securities to be offered will be described in a supplement to this prospectus.

Investing in our securities involves various risks. You should carefully read and consider the risk factors included in our periodic reports and other information that we file with the Securities and Exchange Commission before you invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 31, 2009.

TABLE OF CONTENTS

We include cross references to captions elsewhere in this prospectus where you can find related additional information. The following table of contents tells you where to find these captions.

Important Information about this Prospectus	ii
Where You Can Find More Information	iii
Incorporation of Certain Information by Reference	iii
Cautionary Notice Regarding Forward-Looking Statements	1
Duke and the Operating Partnership	2
Use of Proceeds	3
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends	3
Description of Debt Securities	4
Description of Preferred Stock	15
Description of Depositary Shares	21
Description of Common Stock	24
Description of Warrants	27
Description of Stock Purchase Contracts	28
Description of Units	29
Federal Income Tax Considerations	30
Selling Securityholders	44
Plan of Distribution	44
Legal Matters	46
Experts	46

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IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. This prospectus may only be used where it is legal to sell these securities. You should not assume that the information contained in this prospectus is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

In this prospectus, the words “Duke,” “we,” “us” and “our” refer to Duke Realty Corporation and “Operating Partnership” refers to Duke Realty Limited Partnership.

This prospectus is part of a “shelf” registration statement that we filed with the United States Securities and Exchange Commission, or the “SEC.” Under this shelf registration statement, Duke and the Operating Partnership from time to time may issue and sell any combination of the securities described in this prospectus in one or more offerings, and selling securityholders may from time to time offer and sell any such security owned by them.

This prospectus provides you with a general description of the securities that Duke, the Operating Partnership or the selling securityholders may offer. No person is authorized to give any information or represent anything not contained in this prospectus or any prospectus supplement. Duke, the Operating Partnership and the selling securityholders are only offering the securities in places where sales of those securities are permitted. You should not assume that the information contained in this prospectus and any accompanying prospectus supplement, or information incorporated by reference herein or therein, is current as of any date other than the date of such information. Our business, financial condition, results of operations and prospects and the business may have changed since that date. Each time that Duke, the Operating Partnership or any selling securityholder sells securities, they will provide a supplement to this prospectus that contains specific information about the terms of the securities and the offering. A prospectus supplement may include a discussion of any risk factors or other special considerations applicable to those securities or to us. A prospectus supplement may add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information in the prospectus supplement. Before you buy any of our securities, it is important for you to consider the information contained in this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement can be read at the SEC website or at the SEC public reference room mentioned under the heading “Where You Can Find More Information.”

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WHERE YOU CAN FIND MORE INFORMATION

Duke and the Operating Partnership file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document that Duke and the Operating Partnership file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information about the public reference room. Our filings with the SEC are also available to the public through the SEC’s Internet site at www.sec.gov. In addition, since some of our securities are listed on the New York Stock Exchange, you can read our SEC filings at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC’s rules allow us to incorporate by reference information into this prospectus. This means that Duke and the Operating Partnership can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we and the Operating Partnership file that document. Any reports filed by Duke or the Operating Partnership with the SEC after the date of this prospectus will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

Duke and the Operating Partnership incorporate by reference the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not “filed” in accordance with SEC rules):

• Duke’s Annual Report on Form 10-K for the year ended December 31, 2008;

• the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2008;

• Duke’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009;

• the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009;

• Duke’s Current Reports on Form 8-K filed February 2, March 2, April 21, May 5, June 3, July 22 and July 29, 2009 (except for information furnished to the SEC that is not deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”);

• the Operating Partnership’s Current Reports on Form 8-K filed on February 2, March 2, April 21, May 5, June 3, July 22 and July 29, 2009 (except for information furnished to the SEC that is not deemed to be “filed” for purposes of the Exchange Act);

• the description of our common stock included in our Registration Statement on Form 8-A dated January 2, 1986, as amended; and

• all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before the termination of this offering (except for information furnished to the SEC that is not deemed to be “filed” for purposes of the Exchange Act).

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We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You may request a copy of these filings, at no cost, by writing or telephoning us at:

Investor Relations

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, Indiana 46240

Telephone: (317) 808-6000

We also maintain an Internet site at www.dukerealty.com at which there is additional information about our business, but the contents of that site are not incorporated by reference into, and are not otherwise a part of, this prospectus.

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference into this prospectus, including, without limitation, those related to our future operations, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “may” and similar expressions or statements regarding future periods are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this prospectus or in the information incorporated by reference into this prospectus. Some of the risks, uncertainties and other important factors that may affect future results include, among others:

• Changes in general economic and business conditions, including, without limitation, the impact of the current credit crisis and economic down-turn, which are having and may continue to have a negative effect on the fundamentals of our business, the financial condition of our tenants and our lenders, and the value of our real estate assets;

• Our continued qualification as a real estate investment trust, or “REIT” for U.S. federal income tax purposes;

• Heightened competition for tenants and potential decreases in property occupancy;

• Potential increases in real estate construction costs;

• Potential changes in the financial markets and interest rates;

• Volatility in our stock price and trading volume;

• Our continuing ability to raise funds on favorable terms, if at all, through the issuance of debt and equity in the capital markets, which may negatively affect both our ability to refinance our existing debt as well as our future interest expense;

• Our ability to successfully identify, acquire, develop and/or manage properties on terms that are favorable to us;

• Our ability to be flexible in the development and operation of joint venture properties;

• Our ability to successfully dispose of properties on terms that are favorable to us;

• Inherent risks in the real estate business, including, but not limited to, tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments; and

• Other risks and uncertainties described or incorporated by reference herein, including, without limitation, those risks and uncertainties discussed from time to time in our other reports and other public filings with the SEC.

This list of risks and uncertainties, however, is only a summary of some of the most important factors and is not intended to be exhaustive. Additional information regarding risk factors that may affect us is included under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which we filed with the SEC on February 25, 2009, and is updated by us from time to time in our subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and in other public filings.

Although we presently believe that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable at the time they were made, all forward-looking statements are inherently uncertain, and subject to change, as they involve substantial risks and uncertainties beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature or assess the potential impact of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We have and undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as may be required by law.

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DUKE AND THE OPERATING PARTNERSHIP

We are a self-administered and self-managed REIT that began operations through a related entity in 1972. As of March 31, 2009, our diversified portfolio of 764 rental properties (including 22 properties comprising approximately 4.0 million square feet under development) encompassed approximately 135 million rentable square feet.

We provide the following services for our properties and for certain properties owned by third parties and joint ventures:

• property leasing;

• property and asset management;

• construction;

• development; and

• other tenant-related services.

We are one of the largest publicly-traded, most vertically integrated real estate companies in the United States. In addition to our office and industrial product focus in the Midwest, Southwest, Mid-Atlantic and Southeast United States, we provide development expertise to medical office clients through our wholly owned Bremner-Duke Healthcare Real Estate division.

We directly or indirectly hold all of the interests in our properties and land and conduct all of our operations through the Operating Partnership. We control the Operating Partnership as its sole General Partner and owned, as of March 31, 2009, approximately 95.6% of the Operating Partnership’s outstanding common units. Holders of common units in the Operating Partnership (other than us) may exchange them for our common stock on a one for one basis. When common units are exchanged for common stock, our percentage interest in the Operating Partnership increases.

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USE OF PROCEEDS

As required by the terms of the partnership agreement of the Operating Partnership, we must contribute to the Operating Partnership, in exchange for additional common or preferred units of the Operating Partnership, the net proceeds from any sale of shares of our capital stock (including any shares of our common stock or preferred stock or any depositary shares) and from the exercise of rights contained in any options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such shares of capital stock. Unless otherwise specified in the prospectus supplement, we will use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes. These purposes may include the development and acquisition of additional rental properties and other acquisition transactions, the repayment of outstanding debt and improvements to properties in our portfolio.

Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds in the event that securities are sold by a selling securityholder.

RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table shows ratios of earnings to fixed charges for Duke and the Operating Partnership for the periods shown:

	Duke	Operating Partnership
Three Months Ended March 31, 2009	1.50	1.50
Year Ended December 31, 2008	1.15	1.15
Year Ended December 31, 2007	1.45	1.45
Year Ended December 31, 2006	1.60	1.60
Year Ended December 31, 2005	2.16	2.16
Year Ended December 31, 2004	2.29	2.29

The following table shows ratios of earnings to combined fixed charges and preferred stock dividends for Duke and the Operating Partnership for the periods shown:

	Duke	Operating Partnership
Three Months Ended March 31, 2009	1.15	1.15
Year Ended December 31, 2008	*	*
Year Ended December 31, 2007	1.16	1.16
Year Ended December 31, 2006	1.25	1.25
Year Ended December 31, 2005	1.54	1.54
Year Ended December 31, 2004	1.73	1.73

* The ratio is less than 1.0; a deficit of $34.7 million exists for the year ended December 31, 2008.

For purposes of computing these ratios, earnings have been calculated by adding fixed charges, excluding capitalized interest, to income (loss) from continuing operations before gains or losses on land and depreciated property sales and (if applicable) minority interest in the Operating Partnership. Fixed charges consist (if applicable) of interest costs, whether expensed or capitalized, the interest component of rental expense and amortization of debt issuance costs.

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DESCRIPTION OF DEBT SECURITIES

The following summary outlines some of the material terms of the Operating Partnership’s debt securities which could be senior debt securities or subordinated debt securities. The debt securities may consist of debentures, notes or other evidences of indebtedness, which may be guaranteed on a senior or subordinated basis by Duke. The specific terms of any debt securities and the extent, if any, to which these general terms and provisions may or may not apply to the debt securities will be described in the prospectus supplement relating to the particular series of debt securities.

The Operating Partnership’s debt securities will be issued under an indenture, dated as of July 28, 2006, by and between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as trustee. The trustee’s office is currently located at Global Corporate Trust, 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602. We have filed the indenture with the SEC, and the Trust Indenture Act of 1939 governs the indenture. The following description summarizes only the material provisions of the indenture. Accordingly, you should read the indenture, together with any applicable supplemental indenture(s), because it, and not this description, defines your rights as a holder of debt securities issued by the Operating Partnership.

General

The debt securities will be direct, unsecured obligations of the Operating Partnership. The senior debt securities will rank equally with all other senior debt of the Operating Partnership and the subordinated debt securities will rank equally with all other subordinated debt of the Operating Partnership, and will be subordinated to all of our existing and future senior debt. The debt securities will be effectively subordinated to the prior claims of each secured mortgage lender to any specific property that secures such lender’s mortgage.

The Operating Partnership may issue debt securities in one or more series without limit as to aggregate principal amount. We can establish an issue of debt securities as sole general partner of the Operating Partnership by a resolution of our board of directors or by a supplemental indenture. All debt securities of one series need not be issued at the same time, and a series may generally be reopened for additional issuances without the consent of the holders of the debt securities of the series.

The indenture provides that there may be more than one trustee, each with respect to one or more series of debt securities. Any trustee under the indenture may resign or be replaced with a successor trustee. Upon written notice, a trustee may be removed by act of the holders of a majority in principle amount of the outstanding debt securities of the series with respect to which the trustee acts as trustee. Except as otherwise described in this prospectus, any action by a trustee may be taken only with respect to the debt securities for which it is trustee under the indenture.

A prospectus supplement will describe the specific terms of any series of debt securities the Operating Partnership offers, including:

• the title and type of the debt securities;

• whether that series of debt securities constitutes senior or subordinated debt securities;

• the aggregate principal amount of the series of debt securities and any limit on the total principal amount of that series;

• the price at which the Operating Partnership will issue the debt securities;

• the terms, if any, by which holders may convert or exchange the debt securities of the series into or for common stock or other securities or property of Duke;

• if the debt securities of the series are convertible or exchangeable, any limitations on the ownership or transferability of the securities or property into which holders may convert or exchange the debt securities;

• the dates on which the Operating Partnership will pay the principal of the debt securities;

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• the fixed or variable rate at which the debt securities will bear interest, or the method to determine the interest rate;

• the basis upon which the Operating Partnership will calculate interest on the debt securities if other than a 360-day year of twelve 30-day months;

• the timing and manner of making principal, interest and any premium payments on the debt securities;

• the circumstances under which the Operating Partnership may defer interest payments;

• if other than the trustee, the identity of each registrar and/or paying agent for the debt securities of the series;

• the place where:

• the Operating Partnership can make payments of the debt securities;

• the debt securities can be surrendered; and

• the holder may serve notices about the debt securities and the indenture, if other than as described in this prospectus;

• the portion of the principal amount of the debt securities payable upon acceleration, if it is other than the full principal amount;

• whether and under what conditions the Operating Partnership or the holders may redeem the debt securities;

• any sinking fund or similar provisions;

• the currency in which the Operating Partnership will pay principal, interest and any premium payments on the debt securities, if other than U.S. dollars;

• the events of default or covenants of the debt securities, if they are different from or in addition to those described in this prospectus;

• whether the Operating Partnership will issue the debt securities in certificated or book-entry form;

• whether the Operating Partnership will issue the debt securities in registered or bearer form and their denominations, if other than $1,000 for registered form or $5,000 for bearer form;

• whether the defeasance and covenant defeasance provisions described in this prospectus apply to the debt securities or are different in any manner;

• the time, manner and place for the debt securities to be authenticated and delivered, if the debt securities are to be issued upon the exercise of debt warrants;

• whether and under what circumstances the Operating Partnership will pay additional amounts on the debt securities for any tax, assessment or governmental charge and, if so, whether the Operating Partnership will have the option to redeem the debt securities instead of paying these amounts; and

• any other terms of the debt securities.

Some debt securities may provide for less than the entire principal amount to be payable upon acceleration of their maturity, which we refer to as “original issue discount securities.” The prospectus supplement will describe any material federal income tax, accounting and other considerations applicable to any such original issue discount securities.

Denominations, Interest, Registration and Transfer

Unless otherwise described in the prospectus supplement, the Operating Partnership will issue debt securities in denominations of:

• $1,000 if they are in registered form;

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• $5,000 if they are in bearer form; or

• any denomination if they are in global form.

Unless otherwise specified in the prospectus supplement, the principal, interest and any premium on debt securities will be payable at the corporate trust office of the trustee. However, the Operating Partnership may choose to pay interest by check mailed to the address of the registered holder or by wire transfer of funds to the holder at an account maintained within the United States. The Operating Partnership may change the paying agent or registrar for a series of debt securities without prior notice to the holders of the debt securities, and the Operating Partnership or any of its subsidiaries may act as paying agent or registrar.

If any interest date or a maturity date falls on a day that is not a business day, the required payment will be made on the next business day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such interest payment date or such maturity date, as the case may be. For purposes of the indenture, a “business day” is any day, other than a Saturday or Sunday, on which banking institutions in New York City are open for business.

Subject to limitations imposed upon debt securities issued in book-entry form, you may exchange debt securities for different denominations of the same series or surrender debt securities for transfer at the corporate trust office of the trustee. Every debt security surrendered for transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer. The Operating Partnership will not require the holder to pay any service charge for any transfer or exchange, but the trustee or the Operating Partnership may require the holder to pay any applicable tax or other governmental charge.

Neither the Operating Partnership nor the trustee is required to:

• issue, transfer or exchange any debt security if the debt security may be among those selected for redemption during a 15-day period prior to the date of selection;

• transfer or exchange any registered security selected for redemption in whole or in part, except, in the case of a registered security to be redeemed in part, the portion not to be redeemed;

• exchange any bearer security selected for redemption, except that the holder may exchange the bearer security for a registered security of that series if the holder simultaneously surrenders the registered security for redemption; or

• issue, transfer or exchange any debt security that the holder surrenders for repayment.

Guarantees

The debt securities issued by the Operating Partnership may be guaranteed on a senior or subordinated basis by Duke, which guarantees would guarantee the due and punctual payments of principal, premium, if any, and interest on such debt securities, and the due and punctual payment of any sinking fund payments, if any, thereon, when and as the same shall become due and payable, including without limitation, at maturity, whether scheduled or as the result of acceleration, call for redemption or otherwise. The applicability and terms of any such guarantees relating to a series of debt securities of the Operating Partnership will be set forth in the prospectus supplement relating to such debt securities.

Merger, Consolidation or Sale

The Operating Partnership may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge into, any other entity, provided that:

• the Operating Partnership is the continuing entity, or the successor entity formed by the transaction or which received the transfer of assets expressly assumes payment of the principal, interest and any premium on all the debt securities and the performance and observance of all of the covenants and conditions contained in the indenture;

• immediately after giving effect to the transaction and treating any debt that becomes an obligation of the Operating Partnership or any subsidiary as a result of the transaction as having been incurred by the

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Operating Partnership or such subsidiary at the time of such transaction, no event of default under the indenture, and no event which, after notice or the lapse of time, would become an event of default, has occurred and is continuing; and

• the Operating Partnership delivers to the trustee an officers’ certificate and legal opinion covering these conditions.

Except for the above restrictions, the indenture does not limit the ability of the Operating Partnership to enter into any of the following types of transactions:

• a highly leveraged or similar transaction involving the Operating Partnership, the management of the Operating Partnership or Duke, or any affiliate of any such party;

• a change of control; or

• a reorganization, restructuring, merger or similar transaction involving the Operating Partnership that may adversely affect the holders of the debt securities.

In addition, subject to the limitations on merger, consolidation or sale described above, the Operating Partnership may enter into transactions in the future, such as the sale of all or substantially all of its assets or the merger or consolidation of the Operating Partnership, that would increase the amount of the Operating Partnership’s debt or substantially reduce or eliminate its assets, which may have an adverse effect on the Operating Partnership’s ability to service its debt, including the debt securities.

Financial Covenants

Limitations on Incurrence of Debt.    The Operating Partnership will not directly or indirectly incur any debt, other than subordinate intercompany debt, if, after giving effect to the incurrence of the additional debt, the aggregate principal amount of all outstanding debt of the Operating Partnership on a consolidated basis determined in accordance with generally accepted accounting principles, or “GAAP,” is greater than 60% of its then-current total assets.

The Operating Partnership also will not directly or indirectly incur any debt if the ratio of consolidated income available for debt service to the amount that is expensed for interest on debt for the four most recent fiscal quarters would have been less than 1.5 to 1.0 on a pro forma basis after giving effect to the incurrence of the debt and to the application of the proceeds from the debt. In making this calculation, we assume that:

• the new debt and any other debt incurred by the Operating Partnership since the first day of the four-quarter period and the application of the proceeds from the new debt, including to refinance other debt, had occurred at the beginning of the period;

• the repayment or retirement of any other debt by the Operating Partnership since the first day of the four-quarter period had been repaid or retired at the beginning of the period (except that the amount of debt under any revolving credit facility is computed based upon the average daily balance of that debt during the period);

• the income earned on any increase in total assets since the end of the four-quarter period had been earned, on an annualized basis, during the period; and

• in the case of any acquisition or disposition by the Operating Partnership of any assets since the first day of the four-quarter period, the acquisition or disposition or any related repayment of debt had occurred as of the first day of the period with the appropriate adjustments with respect to the acquisition or disposition being included in the pro forma calculation.

In addition, the Operating Partnership will not directly or indirectly incur any secured debt if, after giving effect to the incurrence of the additional secured debt, the aggregate principal amount of all outstanding secured debt of the Operating Partnership on a consolidated basis determined in accordance with GAAP is greater than 40% of its then-current total assets.

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Maintenance of Total Unencumbered Assets.    The Operating Partnership must maintain total unencumbered assets of at least 150% of the aggregate outstanding principal amount of all outstanding unsecured debt.

Operating Covenants

Existence.    Except as described above under “—Merger, Consolidation or Sale,” the Operating Partnership must preserve and keep in full force and effect its existence, rights and franchises. However, the Operating Partnership need not preserve any right or franchise if we determine that its preservation is no longer desirable in the conduct of our business and that its loss is not materially disadvantageous to the holders of the debt securities.

Maintenance of Properties.    The Operating Partnership must maintain all of its material properties in good condition, repair and working order, supply all properties with all necessary equipment and make all necessary repairs, renewals, replacements and improvements so that we may properly and advantageously conduct our business at all times. However, the Operating Partnership may sell its properties for value in the ordinary course of business.

Insurance.    The Operating Partnership must keep all of its insurable properties fully insured against loss or damage with financially sound and reputable insurance companies.

Payment of Taxes and Other Claims.    The Operating Partnership must pay, before they become delinquent:

• all taxes, assessments and governmental charges; and

• all lawful claims for labor, materials and supplies that, if unpaid, might by law become a lien upon any property.

However, the Operating Partnership is not required to pay any tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

Provision of Financial Information.    The Operating Partnership will provide the trustee and the holders of debt securities with copies of its annual reports and quarterly reports. The Operating Partnership will continue to file timely all annual, quarterly and other periodic reports with the SEC regardless of whether or not the securities laws require the Operating Partnership to do so.

Events of Default, Notice and Waiver

The following are events of default with respect to any series of debt securities issued under the indenture:

• default for 30 days in the payment of any installment of interest on any debt security of the series;

• default in the payment of the principal or any premium on any debt security of the series at its maturity;

• default in making any sinking fund payment as required for any debt security of the series;

• default in the payment of an aggregate principal amount exceeding $5,000,000 of any recourse debt or any secured debt, if the default continued beyond the expiration of any applicable grace period and resulted in the acceleration of the maturity of the debt, but only if such debt is not discharged or such acceleration is not rescinded or annulled;

• bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Operating Partnership or any significant subsidiary or any of their respective property;

• default in the performance of any other covenant contained in the indenture, other than covenants that do not apply to the series, and the default continues for 60 days after notice; and

• any other event of default provided with respect to that particular series of debt securities.

If an event of default occurs and continues, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series may declare the principal amount of all of the debt securities of that

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series to be due and payable immediately. If the debt securities of that series are original issue discount securities or indexed securities, the prospectus supplement will describe the portion of the principal amount required to make the declaration. If this happens and the Operating Partnership thereafter cures the default, the holders of at least a majority in principal amount of outstanding debt securities of that series can void the acceleration.

The indenture also provides that the holders of at least a majority in principal amount of the outstanding debt securities of a series may waive any past default with respect to that series, except a default in payment or a default of a covenant or other indenture provision that can only be modified with the consent of the holder of each outstanding debt security affected.

The indenture provides that no holders of any series may institute any judicial or other proceedings with respect to the indenture or for any remedy under the indenture, except in the case of failure of the trustee to act for 60 days after it has received a written request to institute proceedings for an event of default from the holders of at least 25% in principal amount of the outstanding debt securities of that series and an offer of indemnity reasonably satisfactory to it. However, this provision will not prevent any holder from instituting suit for the enforcement of any payment due on the debt securities.

Subject to provisions in the indenture relating to its duties in case of default, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any holders, unless the holders offer to the trustee reasonable security or indemnity. The holders of at least a majority in principal amount of the outstanding debt securities of a series (or of all debt securities then outstanding under the indenture, if applicable) have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee. However, the trustee may refuse to follow any direction that:

• is in conflict with any law or the indenture;

• may subject the trustee to personal liability; or

• may be unduly prejudicial to the holders not joining in the direction.

The Operating Partnership must file annually with the trustee an officers’ certificate certifying that no defaults have occurred under the indenture. The trustee must give notice to the holders of debt securities within 90 days of a default unless the default has been cured or waived. However, if the trustee considers it to be in the interest of the holders, the trustee may withhold notice of any default except a payment default.

Modification of the Indenture

At least a majority in principal amount of all outstanding debt securities or series of outstanding debt securities affected by a modification or amendment of the indenture is required to modify or amend the indenture. However, holders of each of the debt securities affected by the modification must consent to modifications that have the following effects:

• change the stated maturity of the principal, interest or premium on any debt security;

• reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, any debt security, or adversely affect any right of repayment of the holder of any debt security;

• change the place or currency for payment of principal, interest or premium on any debt security;

• impair the right to institute suit for the enforcement of any payment on any debt security;

• reduce the percentage of outstanding debt securities of a series necessary to modify or amend the indenture, waive compliance with provisions of the indenture or defaults and consequences under the indenture or reduce the quorum or voting requirements set forth in the indenture; or

• modify any of the provisions discussed above or any of the provisions relating to the waiver of past defaults or covenants, except to increase the required percentage to take the action or to provide that other provisions may not be modified or waived without the consent of the holder.

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The indenture provides that the holders of at least a majority in principal amount of a series of outstanding debt securities is required to waive compliance by the Operating Partnership with covenants relating to that series.

The Operating Partnership and the trustee can modify the indenture without the consent of any holder for any of the following purposes:

• to evidence the succession of another person to the Operating Partnership as obligor;

• to add to the covenants of the Operating Partnership for the benefit of the holders or to surrender any right or power conferred upon the Operating Partnership;

• to add events of default for the benefit of the holders;

• to add or change any provisions of the indenture to facilitate the issuance of, or to liberalize the terms of, debt securities in bearer form, or to permit or facilitate the issuance of debt securities in uncertificated form, so long as it does not materially adversely affect the interests of any of the holders;

• to change or eliminate any provision of the indenture, so long as any such change or elimination becomes effective only when there are no debt securities outstanding of any series previously created which are entitled to the benefit of those provisions;

• to secure the debt securities;

• to establish the form or terms of debt securities of any series;

• to provide for the acceptance of appointment by a successor trustee to facilitate the administration of the trusts under the indenture by more than one trustee;

• to cure any ambiguity, defect or inconsistency in the indenture, so long as the action does not materially adversely affect the interests of any of the holders; or

• to supplement any of the provisions of the indenture to the extent necessary to permit or facilitate defeasance and discharge of any series, so long as the action does not materially adversely affect the interests of any of the holders.

The indenture provides that, in determining whether the holders of the requisite principal amount of outstanding debt securities of a series have given any request, demand, authorization, direction, notice, consent or waiver, or whether a quorum is present at a meeting of holders of debt securities:

• the principal amount of an original issue discount security that is deemed to be outstanding is the amount of its principal that would be due and payable as of the date of determination upon declaration of acceleration of maturity;

• the principal amount of a debt security denominated in a foreign currency that is deemed outstanding is the U.S. dollar equivalent of the principal amount, determined on the issue date for the debt security;

• the principal amount of an indexed security that is deemed outstanding is the principal face amount of the indexed security at original issuance, unless otherwise provided with respect to the indexed security; and

• debt securities that are directly or indirectly owned by the Operating Partnership are disregarded.

The indenture contains provisions for convening meetings of the holders of debt securities of a series. The trustee, the Operating Partnership or the holders of at least 10% in principal amount of the outstanding debt securities of a series may call a meeting. Except for any consent that the holder of each debt security affected by modifications and amendments of the indenture must give, the affirmative vote of the holders of a majority in principal amount of the outstanding debt securities of that series will be sufficient to adopt any resolution presented at a meeting at which a quorum is present. However, except as referred to above, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of a specified percentage less than a majority in principal amount of the

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outstanding debt securities of a series may be adopted at a meeting at which a quorum is present only by the affirmative vote of the holders of the specified percentage. Any resolution passed or decision taken at any meeting of holders duly held in accordance with the indenture will be binding on all holders of debt securities of that series. The quorum at any meeting will be persons holding or representing a majority in principal amount of the outstanding debt securities of a series. However, if any action is to be taken at a meeting with respect to a consent or waiver that may be given by the holders of not less than a specified percentage in principal amount of the outstanding debt securities of a series, the persons holding or representing that specified percentage will constitute a quorum.

Notwithstanding the foregoing provisions, if any action is to be taken at a meeting of holders of debt securities of a series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that the indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all outstanding debt securities of the series affected thereby, or of the holders of such series and one or more additional series of debt securities:

• there will be no minimum quorum requirement for such meeting; and

• the principal amount of the outstanding debt securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action will be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under the indenture.

Discharge, Defeasance and Covenant Defeasance

Some debt securities may provide that the Operating Partnership may discharge obligations to holders of any series of debt securities that have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year or scheduled for redemption within one year by irrevocably depositing with the trustee, in trust, funds sufficient to pay the principal, interest and any premium on the series to the stated maturity or redemption date.

As long as the holders of the debt securities will not recognize any resulting income, gain or loss for federal income tax purposes, the Operating Partnership may elect either:

• to defease and discharge itself from all of its obligations with respect to the debt securities, which we refer to as “defeasance;” or

• to release itself from its obligations under particular sections of the indenture, which we refer to as “covenant defeasance.”

In order to make a defeasance election, the Operating Partnership must irrevocably deposit with the trustee a sufficient amount to pay the principal, interest and any premium on the debt securities, and any mandatory sinking fund or analogous payments on the debt securities, on the scheduled due dates. The deposit may be either an amount in the currency in which the debt securities are payable at stated maturity, or government obligations, or a combination of both.

If the Operating Partnership elects covenant defeasance with respect to any debt securities and the debt securities are declared due and payable because of the occurrence of any event of default still applicable to the debt securities, the amounts deposited with the trustee may not be sufficient to pay amounts due on the debt securities at the time of the acceleration resulting from the event of default. If this occurs, the Operating Partnership will remain liable to make payment of these amounts due at the time of acceleration.

The prospectus supplement may exclude or may further describe any provisions permitting defeasance or covenant defeasance with respect to the debt securities of a particular series.

Book-Entry Debt Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with a depositary identified in the prospectus supplement. Global securities may be issued

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in either registered or bearer form and in either temporary or permanent form. Payments of principal, interest and any premium on a series of debt securities represented by a global security will be made to the depositary.

We anticipate that any global securities will be deposited with The Depository Trust Company, or “DTC,” New York, New York, that the global securities will be registered in the name of DTC’s nominee, and that the following provisions will apply to the depository arrangements with respect to the global securities. The prospectus supplement will describe additional or differing terms of the depository arrangement involving any series of debt securities issued in the form of global securities.

So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee will be considered the sole holder of the debt securities represented by the global security for all purposes under the indenture. Except as described below, owners of beneficial interests in a global security:

• will not be entitled to have debt securities represented by the global security registered in their names;

• will not receive or be entitled to receive physical delivery of debt securities in the form of a certificate; and

• will not be considered the record owners or holders of debt securities under the indenture.

The laws of some states require that purchasers of securities take physical delivery of the securities in certificated form. These laws may limit the transferability of beneficial interests in a global security.

Debt securities represented by a global security will be exchangeable for debt securities in certificated form with the same terms in authorized denominations only if:

• DTC notifies us that it is unwilling or unable to continue as depository or if DTC ceases to be a clearing agency registered under applicable law and the Operating Partnership does not appoint a successor depository within 90 days;

• an event of default under the indenture with respect to the debt securities has occurred and is continuing and the beneficial owners representing a majority in principal amount of the debt securities represented by the global security advise DTC to cease acting as depository; or

• the Operating Partnership determines at any time that all debt securities of a series will no longer be represented by a global security.

We obtained the following information concerning DTC and its book-entry system from sources, including DTC, that we believe to be reliable, but we take no responsibility for the accuracy of this information.

DTC will act as securities depository for the debt securities. The debt securities will be issued as fully registered securities registered in the name of Cede & Co., which is DTC’s partnership nominee. One fully-registered debt security certificate will be issued for each issue of debt securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, including transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants of DTC include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to DTC’s system also is available to others, including securities brokers and dealers and banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

Purchases of debt securities under the DTC system must be made by or through direct participants, which will receive a credit for the debt securities on DTC’s records. The ownership interest of each beneficial owner or

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each actual purchaser of each debt security is to be recorded on the direct and indirect participants’ records. A beneficial owner of debt securities will not receive written confirmation from DTC of its purchase, but is expected to receive a written confirmation providing details of the transaction, as well as periodic statements of its holdings, from the participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in debt securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the debt securities, unless the use of the book-entry system for the debt securities is discontinued.

To facilitate subsequent transfers, any certificate representing debt securities that is deposited with, or on behalf of, DTC is registered in the name of its nominee, Cede & Co, or such other name as may be requested by an authorized representative of DTC. The deposit of the certificate with, or on behalf of, DTC and its registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the certificate representing the debt securities. DTC’s records reflect only the identity of the direct participants to whose accounts the debt securities are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Delivery of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct and indirect participants to beneficial owners, will be governed by arrangements among them and any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the debt securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the debt securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an omnibus proxy to the Operating Partnership as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants identified on a list attached to the omnibus proxy to whose accounts the debt securities are credited on the record date.

Redemption proceeds, distributions, and dividend payments on the debt securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Operating Partnership or paying agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not of DTC, the paying agent, or the Operating Partnership, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Operating Partnership or paying agent, disbursement of such payments to direct participants will be the responsibility of DTC, and disbursement of such payments to the beneficial owners will be the responsibility of direct and indirect participants.

A beneficial owner will give notice of any option to elect to have its debt securities repaid by the Operating Partnership, through its participant, to the trustee, and will effect delivery of the debt securities by causing the direct participant to transfer the participant’s interest in the global security or securities representing the debt securities, on DTC’s records, to the trustee. The requirement for physical delivery of debt securities in connection with a demand for repayment will be deemed satisfied when the ownership rights in the global security or securities representing the debt securities are transferred by direct participants on DTC’s records.

DTC may discontinue providing its services as securities depository with respect to a series of debt securities at any time by giving reasonable notice to the Operating Partnership or the paying agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

The Operating Partnership may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depository. In that event, debt security certificates will be printed and delivered.

Unless stated otherwise in the applicable prospectus supplement, any underwriters, dealers or agents with respect to any series of debt securities issued as global securities will be direct participants in DTC.

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None of the Operating Partnership, Duke, any underwriter, dealer or agent, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to these beneficial interests.

Any additional or different terms of the depositary arrangement with respect to a series of debt securities will be described in the prospectus supplement relating to such series.

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DESCRIPTION OF PREFERRED STOCK

General

Under Duke’s articles of incorporation, the board of directors is authorized to issue up to 5 million shares of preferred stock in one or more series and with rights, preferences, privileges and restrictions that they may fix or designate without any further vote or action by Duke’s shareholders. As of March 31, 2009, the following series of preferred stock were outstanding:

• 6.625% Series J Cumulative Redeemable Preferred Stock, of which 396,000 shares are outstanding;

• 6.500% Series K Cumulative Redeemable Preferred Stock, of which 598,000 shares are outstanding;

• 6.600% Series L Cumulative Redeemable Preferred Stock, of which 797,000 shares are outstanding;

• 6.950% Series M Cumulative Redeemable Preferred Stock, of which 673,000 shares are outstanding;

• 7.25% Series N Cumulative Redeemable Preferred Stock, of which 435,000 shares are outstanding; and

• 8.375% Series O Cumulative Redeemable Preferred Stock, of which 1,168,000 shares are outstanding.

Terms

When Duke issues shares of preferred stock, those shares will be fully paid and non-assessable. The preferred stock will not have any preemptive rights.

The specific terms of any new series of preferred stock offered will be reflected in an amendment to Duke’s articles of incorporation. A prospectus supplement will describe these specific terms, including:

• the title and stated value;

• the number of shares, liquidation preference and offering price;

• the dividend rate, dividend periods and payment dates;

• the date on which dividends begin to accrue or accumulate;

• any auction and remarketing procedures;

• any retirement or sinking fund requirement;

• the price and the terms and conditions of any redemption right;

• the price and the terms and conditions of any conversion or exchange right;

• any listing on any securities exchange;

• whether interests will be represented by depositary shares;

• any voting rights;

• the relative ranking and preferences as to dividends, liquidation, dissolution or winding up;

• any limitations on issuing any series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividends, liquidation, dissolution or winding up;

• any limitations on direct or beneficial ownership and restrictions on transfer; and

• any other specific terms, preferences, rights, limitations or restrictions.

Rank

Unless otherwise described in the prospectus supplement, the preferred stock will have the following ranking as to dividends, liquidation, dissolution or winding up:

• senior to Duke’s common stock and to all other equity securities ranking junior to the preferred stock;

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• on a parity with all equity securities issued by Duke which by their terms rank on a parity with the preferred stock; and

• junior to all equity securities, not including convertible debt securities, issued by Duke which by their terms rank senior to the preferred stock.

Dividends

If declared by Duke’s board of directors, preferred shareholders will be entitled to receive cash dividends at the rate set forth in the prospectus supplement. Duke will pay dividends to shareholders of record on the record date fixed by Duke’s board of directors.

The prospectus supplement will specify whether dividends on any series of preferred stock are cumulative or non-cumulative. If dividends are cumulative, they will be cumulative from the date set forth in the prospectus supplement. If dividends are non-cumulative and Duke’s board of directors does not declare a dividend payable on a dividend payment date, then the holders of that series will have no right to receive a dividend, and Duke will have no obligation to pay an accrued dividend later for the missed dividend period, whether or not the board of directors declares dividends on the series on any future date.

If any preferred stock is outstanding, Duke will not declare or pay dividends on, or redeem, purchase or otherwise acquire any shares of, its common stock or any capital stock ranking junior to a series of preferred stock, other than dividends paid in or conversions or exchanges for common stock or other capital stock junior to the preferred stock, unless:

• if the series of preferred stock has cumulative dividends, Duke has declared and paid full cumulative dividends for all past and current dividend periods or declared and reserved funds for payment before or at the same time as the declaration and payment on the junior series; or

• if the series of preferred stock does not have cumulative dividends, Duke has declared and paid full dividends for the current dividend period or declared and reserved funds for payment before or at the same time as the declaration and payment on the junior series.

When Duke does not pay dividends on shares from more than one series of preferred stock ranking in parity as to dividends in full (or has not reserved a sufficient sum for full payment), all of these dividends will be declared on a pro rata basis so that the amount of dividends declared per share in each series will in all cases bear the same ratio of accrued dividends owed. These pro rata payments per share will not include interest, nor will those payments include any accumulated unpaid dividends from prior periods if the dividends in question are non-cumulative.

Redemption

If specified in the applicable prospectus supplement, Duke will have the right to redeem all or any part of the preferred stock in each series at its option, or the preferred stock will be subject to mandatory redemption. The redemption price may be payable in cash or other property.

If the series of preferred stock is subject to mandatory redemption, then the prospectus supplement will specify:

• the number of shares Duke will redeem in each year;

• the date after which Duke may or must commence the redemption; and

• the redemption price per share, which will include all accrued and unpaid dividends other than non-cumulative dividends for prior dividend periods.

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Duke will not redeem less than all of a series of preferred stock, or purchase or acquire any shares of a series of preferred stock, other than conversions or exchanges for common stock or other capital stock junior to the preferred stock, unless:

• if the series of preferred stock has cumulative dividends, Duke has declared and paid full cumulative dividends for all past and current dividend periods for this series or declared and reserved funds for payment; or

• if the series of preferred stock does not have cumulative dividends, Duke has declared and paid full dividends for the current dividend period or declared and reserved funds for payment.

Duke may, however, purchase or acquire preferred stock of any series to preserve its status as a REIT or pursuant to an offer made on the same terms to all holders of preferred stock of that series.

If Duke redeems fewer than all outstanding shares of preferred stock of any series, it will determine the number of shares to be redeemed and whether it will redeem shares on a pro rata basis by shares held or shares requested to be redeemed or by lot in a manner determined by Duke.

Duke will mail redemption notices at least 30 days, but not more than 60 days, before the redemption date to each holder of record of a series of preferred stock to be redeemed at the address shown on the share transfer books. Each notice will state:

• the redemption date;

• the number of shares and series of the preferred stock to be redeemed;

• the redemption price;

• the place to surrender certificates for payment of the redemption price;

• that dividends on the shares redeemed will cease to accrue on the redemption date; and

• the date upon which any conversion rights will terminate.

If Duke redeems fewer than all outstanding shares of a series of preferred stock, the notice also will specify the number of shares Duke will redeem from each holder. If Duke gives notice of redemption and has set aside sufficient funds necessary for the redemption in trust for the benefit of stock it will redeem, then dividends will thereafter cease to accrue and all rights of the holders of the shares will terminate, except the right to receive the redemption price.

Liquidation Preference

If Duke liquidates, dissolves or winds up its affairs, then holders of each series of preferred stock will receive out of Duke’s legally available assets a liquidating distribution in the amount of the liquidation preference per share for that series as specified in the prospectus supplement, plus an amount equal to all dividends accrued and unpaid, but not including amounts from prior periods for non-cumulative dividends, before Duke makes any distributions to holders of its common stock or any other capital stock ranking junior to the preferred stock. Once holders of outstanding preferred stock receive their respective liquidating distributions, they will have no right or claim to any of Duke’s remaining assets. In the event that Duke’s assets are not sufficient to pay the full liquidating distributions to the holders of all outstanding preferred stock and all other classes or series of its capital stock ranking on a parity with its preferred stock, then Duke will distribute its assets to those holders in proportion to the full liquidating distributions to which they would otherwise have received.

After Duke has paid liquidating distributions in full to all holders of its preferred stock, it will distribute its remaining assets among holders of any other capital stock ranking junior to the preferred stock according to their respective rights and preferences and number of shares. For this purpose, a consolidation or merger of Duke with any other corporation or entity, or a sale, lease or conveyance of all or substantially all of Duke’s property or business, does not constitute a liquidation, dissolution or winding up of Duke’s affairs.

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Voting Rights

Holders of preferred stock will not have any voting rights, except as set forth below or in the prospectus supplement or as otherwise required by law.

Whenever Duke has not paid dividends on any shares of preferred stock for six or more quarterly periods, the holders of such shares may vote, separately as a class with all other series of preferred stock on which Duke has not paid dividends, for the election of two additional directors of Duke. In this event, Duke’s board of directors will be increased by two directors. The holders of record of at least 10% of any series of preferred stock on which Duke has not paid dividends may call a special meeting to elect these additional directors unless Duke receives the request less than 90 days before the date of the next annual or special meeting of shareholders. Whether or not the holders call a special meeting, the holders of a series of preferred stock on which Duke has not paid dividends may vote for the additional directors at the next annual meeting of shareholders and at each subsequent annual meeting until:

• if the series of preferred stock has a cumulative dividend, Duke has fully paid all unpaid dividends on the shares for the past dividend periods and the then current dividend period, or Duke has declared the unpaid dividends and set apart a sufficient sum for their payment; or

• if the series of preferred stock does not have a cumulative dividend, Duke has fully paid four consecutive quarterly dividends, or Duke has declared the dividends and set apart a sufficient sum for their payment.

Unless the prospectus supplement provides otherwise, Duke cannot take any of the following actions without the affirmative vote of holders of at least two-thirds of the outstanding shares of each series of preferred stock:

• authorize, create or increase the authorized or issued amount of any class or series of capital stock ranking senior to the series of preferred stock as to dividends or liquidation distributions;

• reclassify any authorized capital stock into shares ranking senior to the series of preferred stock as to dividends or liquidation distributions;

• issue any obligation or security convertible into or evidencing the right to purchase any share ranking senior to the series of preferred stock as to dividends or liquidation distributions; or

• amend, alter or repeal any provision of Duke’s articles of incorporation, whether by merger, consolidation or other event, in a manner that materially and adversely affects any right, preference, privilege or voting power of the preferred stock.

For these purposes, the following events do not materially and adversely affect a series of preferred stock:

• an increase in the amount of the authorized shares of preferred stock;

• the creation or issuance of any other series of preferred stock; or

• an increase in the amount of authorized shares of the series of preferred stock or any other series of preferred stock ranking the same as or junior to such series as to dividends and liquidation distributions.

The holders of a series of preferred stock will have no voting rights, however, if Duke redeems or calls for redemption all outstanding shares of the series and deposits sufficient funds in a trust to effect the redemption on or before the time the act occurs requiring the vote.

Under Indiana law, holders of each series of preferred stock are entitled to vote as a class upon any proposed amendment to Duke’s articles of incorporation, if the amendment would:

• increase or decrease the aggregate number of authorized shares of such series;

• effect an exchange or reclassification of all or part of the shares of the series into shares of another series;

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• effect an exchange or reclassification or create the right of exchange of all or part of the shares of another class or series into shares of the series;

• change the designation, rights, preferences or limitations of all or a part of the shares of the series;

• change the shares of all or part of the series into a different number of shares of the same series;

• create a new series having rights or preferences with respect to distributions or dissolution that are prior, superior or substantially equal to the shares of the series;

• increase the rights, preferences or number of authorized shares of any class or series that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the series;

• limit or deny an existing preemptive right of all or part of the shares of the series; or

• cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the series.

Conversion Rights

If any series of preferred stock is convertible into common stock, the prospectus supplement will describe the following terms:

• the number of shares of common stock into which the shares of preferred stock are convertible;

• the conversion price or manner by which Duke will calculate the conversion price;

• the conversion period;

• whether conversion will be at the option of the holders of the preferred stock or Duke;

• any events requiring an adjustment of the conversion price; and

• provisions affecting conversion in the event of the redemption of the series of preferred stock.

Shareholder Liability

Indiana law provides that no shareholder, including holders of preferred stock, will be personally liable for Duke’s acts and obligations and that Duke’s funds and property are the only recourse for its acts or obligations.

Change of Control Provisions

As discussed below under “Description of Common Stock – Change of Control Provisions,” Duke’s articles of incorporation contain provisions which may discourage certain types of transactions involving an actual or threatened change of control.

Restrictions on Ownership

As discussed below under “Description of Common Stock – Restrictions on Ownership,” for Duke to qualify as a REIT, not more than 50% in value of its outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of a taxable year. As a result, Duke’s articles of incorporation provide generally for certain restrictions on transfer of Duke’s issued and outstanding capital stock. The amendment to Duke’s articles of incorporation designating the terms of each series of preferred stock may contain additional provisions restricting the ownership and transfer of the preferred stock. The prospectus supplement will specify any additional ownership limitation relating to a series of preferred stock.

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Limitations of Liability and Indemnification of Directors and Officers

Indiana law and Duke’s articles of incorporation generally exculpate each director and officer in actions by Duke or by its shareholders in derivative actions from liability, except as described below under “Description of Common Stock – Limitation of Liability and Indemnification of Directors and Officers.”

Transfer Agent

The prospectus supplement will identify the transfer agent for the preferred stock.

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DESCRIPTION OF DEPOSITARY SHARES

General

Duke may issue depositary shares, each of which would represent a fractional interest of a share of a particular series of preferred stock. Duke will deposit shares of preferred stock represented by depositary shares under a separate deposit agreement among Duke, a preferred stock depositary and the holders of the depositary shares. Subject to the terms of the deposit agreement, each owner of a depositary share will possess, in proportion to the fractional interest of a share of preferred stock represented by the depositary share, all the rights and preferences of the preferred stock represented by the depositary shares.

Depositary receipts will evidence the depositary shares issued pursuant to the deposit agreement. Immediately after Duke issues and delivers preferred stock to a preferred stock depositary, the preferred stock depositary will issue the depositary receipts.

Dividends and Other Distributions

The depositary will distribute all cash dividends on the preferred stock to the record holders of the depositary shares. Holders of depositary shares generally must file proofs, certificates and other information and pay charges and expenses of the depositary in connection with distributions.

If a distribution on the preferred stock is other than in cash and it is feasible for the depositary to distribute the property it receives, the depositary will distribute the property to the record holders of the depositary shares. If such a distribution is not feasible, the depositary, with Duke’s approval, may sell the property and distribute the net proceeds from the sale to the holders of the depositary shares.

Withdrawal of Stock

Unless Duke has previously called the underlying preferred stock for redemption or the holder of the depositary shares has converted such shares, a holder of depositary shares may surrender them at the corporate trust office of the depositary in exchange for whole or fractional shares of the underlying preferred stock together with any money or other property represented by the depositary shares. Once a holder has exchanged the depositary shares, the holder may not redeposit the preferred stock and receive depositary shares again. If a depositary receipt presented for exchange into preferred stock represents more shares of preferred stock than the number to be withdrawn, the depositary will deliver a new depositary receipt for the excess number of depositary shares.

Redemption of Depositary Shares

Whenever Duke redeems shares of preferred stock held by a depositary, the depositary will redeem the corresponding amount of depositary shares with funds it receives from Duke for the preferred stock. The depositary will notify the record holders of the depositary shares to be redeemed not less than 30 days nor more than 60 days before the dated fixed for redemption at the holders’ addresses appearing in the depositary’s books. The redemption price per depositary share will be equal to the applicable fraction of the redemption price and any other amounts payable with respect to the preferred stock. If Duke intends to redeem less than all of the underlying preferred stock, Duke and the depositary will select the depositary shares to be redeemed on as nearly a pro rata basis as practicable without creating fractional depositary shares or by any other equitable method determined by Duke that preserves its REIT status.

On the redemption date:

• all dividends relating to the shares of preferred stock called for redemption will cease to accrue;

• Duke and the depositary will no longer deem the depositary shares called for redemption to be outstanding; and

• all rights of the holders of the depositary shares called for redemption will cease, except the right to receive any money payable upon the redemption and any money or other property to which the holders of the depositary shares are entitled upon redemption.

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Voting of the Preferred Stock

When a depositary receives notice regarding a meeting at which the holders of the underlying preferred stock have the right to vote, it will mail that information to the holders of the depositary shares. Each record holder of depositary shares on the record date may then instruct the depositary to exercise its voting rights for the amount of preferred stock represented by that holder’s depositary shares. The depositary will vote in accordance with these instructions. The depositary will abstain from voting to the extent it does not receive specific instructions from the holders of depositary shares. A depositary will not be responsible for any failure to carry out any instruction to vote, or for the manner or effect of any vote, as long as any action or non-action is in good faith and does not result from negligence or willful misconduct of the depositary.

Liquidation Preference

In the event of Duke’s liquidation, dissolution or winding up, a holder of depositary shares will receive the fraction of the liquidation preference accorded each share of underlying preferred stock represented by the depositary share.

Conversion of Preferred Stock

Depositary shares will not themselves be convertible into common stock or any other securities or property of Duke. However, if the underlying preferred stock is convertible, holders of depositary shares may surrender them to the depositary with written instructions to convert the preferred stock represented by their depositary shares into whole shares of common stock, other shares of Duke’s preferred stock or other shares of stock, as applicable. Upon receipt of these instructions and any amounts payable in connection with a conversion, Duke will convert the preferred stock using the same procedures as those provided for delivery of preferred stock. If a holder of depositary shares converts only part of its depositary shares, the depositary will issue a new depositary receipt for any depositary shares not converted. Duke will not issue fractional shares of common stock upon conversion. If a conversion will result in the issuance of a fractional share, Duke will pay an amount in cash equal to the value of the fractional interest based upon the closing price of the common stock on the last business day prior to the conversion.

Amendment and Termination of a Deposit Agreement

Duke and the depositary may amend any form of depositary receipt evidencing depositary shares and any provision of a deposit agreement. However, unless the existing holders of at least two-thirds of the applicable depositary shares then outstanding have approved the amendment, Duke and the depositary may not make any amendment that:

• would materially and adversely alter the rights of the holders of depositary shares; or

• would be materially and adversely inconsistent with the rights granted to the holders of the underlying preferred stock.

Subject to exceptions in the deposit agreement and except in order to comply with the law, no amendment may impair the right of any holders of depositary shares to surrender their depositary shares with instructions to deliver the underlying preferred stock and all money and other property represented by the depositary shares. Every holder of outstanding depositary shares at the time any amendment becomes effective who continues to hold the depositary shares will be deemed to consent and agree to the amendment and to be bound by the amended deposit agreement.

Duke may terminate a deposit agreement upon not less than 30 days’ prior written notice to the depositary if:

• the termination is necessary to preserve Duke’s REIT status; or

• a majority of each series of preferred stock affected by the termination consents to the termination.

Upon a termination of a deposit agreement, holders of the depositary shares may surrender their depositary shares and receive in exchange the number of whole or fractional shares of preferred stock and any other property represented by the depositary shares. If Duke terminates a deposit agreement to preserve its status as a

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REIT, then Duke will use its best efforts to list the preferred stock issued upon surrender of the related depositary shares on a national securities exchange.

In addition, a deposit agreement will automatically terminate if:

• Duke has redeemed all underlying preferred stock subject to the agreement;

• a final distribution of the underlying preferred stock in connection with any liquidation, dissolution or winding up has occurred, and the depositary has distributed the distribution to the holders of the depositary shares; or

• each share of the underlying preferred stock has been converted into other capital stock of Duke not represented by depositary shares.

Expenses of a Preferred Stock Depositary

Duke will pay all transfer and other taxes and governmental charges and expenses arising in connection with a deposit agreement. In addition, Duke will generally pay the fees and expenses of a depositary in connection with the performance of its duties. However, holders of depositary shares will pay the fees and expenses of a depositary for any duties requested by the holders that the deposit agreement does not expressly require the depositary to perform.

Resignation and Removal of Depositary

A depositary may resign at any time by delivering to Duke notice of its election to resign. Duke may also remove a depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary. Duke will appoint a successor depositary within 60 days after delivery of the notice of resignation or removal. The successor must be a bank or trust company with its principal office in the United States and have a combined capital and surplus of at least $50 million.

Miscellaneous

The depositary will forward to the holders of depositary shares any reports and communications from Duke with respect to the underlying preferred stock.

Neither the depositary nor Duke will be liable if any law or any circumstances beyond their control prevent or delay them from performing their obligations under a deposit agreement. The obligations of Duke and a depositary under a deposit agreement will be limited to performing their duties in good faith and without negligence in regard to voting of preferred stock, gross negligence or willful misconduct. Neither Duke nor a depositary must prosecute or defend any legal proceeding with respect to any depositary shares or the underlying preferred stock unless they are furnished with satisfactory indemnity.

Duke and any depositary may rely on the written advice of counsel or accountants, or information provided by persons presenting shares of preferred stock for deposit, holders of depositary shares or other persons they believe in good faith to be competent, and on documents they believe in good faith to be genuine and signed by a proper party.

In the event a depositary receives conflicting claims, requests or instructions from Duke and any holders of depositary shares, the depositary will be entitled to act on the claims, requests or instructions received from Duke.

Depositary

The prospectus supplement will identify the depositary for the depositary shares.

Listing of the Depositary Shares

The applicable prospectus supplement will specify whether or not the depositary shares will be listed on any securities exchange.

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DESCRIPTION OF COMMON STOCK

The following description of shares of our common stock, par value $.01 per share, is a summary only and is subject to applicable provisions of the Indiana Business Corporation Law and to our articles of incorporation and bylaws. You should refer to, and read this summary together with, our articles of incorporation and bylaws to review all of the terms of our common stock.

General

Duke’s authorized capital stock includes 400 million shares of common stock, $.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters presented to shareholders for a vote. Holders of common stock have no preemptive rights.

Holders of common stock have no right to cumulative voting for the election of directors. Consequently, because each member of Duke’s board of directors serves only a one-year term, the holders of a majority of the shares of common stock voting are able to elect all of the directors at each annual shareholders’ meeting.

Duke’s shares of common stock currently outstanding are listed on the New York Stock Exchange under the symbol “DRE.” Duke will apply to the New York Stock Exchange to list additional shares of common stock to be sold pursuant to any prospectus supplement, and Duke anticipates that any such shares will be listed on the New York Stock Exchange.

All shares of common stock issued will be duly authorized and issued, fully paid, and non-assessable. Distributions may be paid to the holders of common stock if and when declared by Duke’s board of directors out of funds legally available for such distributions. Duke intends to continue to pay quarterly dividends.

Duke’s shareholders are entitled to share ratably in its assets legally available for distribution to shareholders in the event of its liquidation, dissolution or winding up, voluntarily or involuntarily, after payment of, or adequate provision for, all of its known debts and liabilities. These rights are subject to the preferential rights of any other class or series of Duke’s stock that may then be outstanding and to the provisions of its articles of incorporation regarding restrictions on transfer of Duke stock to preserve its status as a REIT for federal income tax purposes.

Holders of Duke’s shares of common stock have no preference, conversion, exchange, sinking fund or redemption rights and have no preemptive rights to subscribe for any of Duke’s securities. Duke’s board of directors may issue additional shares of common stock without the approval of Duke’s shareholders.

Under Indiana law, shareholders are generally not liable for Duke’s debts or obligations. If Duke is liquidated, after payment or provision for all of Duke’s known debts and liabilities and any preferential distributions required to be made to holders of preferred stock, each outstanding share of common stock will be entitled to participate on a pro rata basis in the remaining assets.

Dividends

Holders of Duke’s shares of common stock are entitled to receive dividends only when, as and if approved by Duke’s board of directors out of assets legally available for the payment of dividends. Please see “Federal Income Tax Considerations — Taxation of U.S. Stockholders” for a description of the tax effect of dividends and distributions to Duke’s shareholders, and the dividend requirements that Duke must satisfy to maintain its status as a REIT.

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Change of Control Provisions

Under Indiana law, shareholders holding a majority of the shares voting must approve any transaction pursuant to which Duke would merge with another entity or would sell all or substantially all of its assets. Duke’s articles of incorporation also contain provisions which may discourage certain types of transactions involving an actual or threatened change of control, including:

• a requirement that certain mergers, sales of assets, liquidations or dissolutions, or reclassifications or recapitalizations involving persons owning 10% or more of Duke’s capital stock:

• be approved by a vote of the holders of 80% of the issued and outstanding shares of Duke’s capital stock;

• be approved by three-fourths of the continuing directors; or

• provide for payment to shareholders for their shares of at least a specified price;

• a requirement that any amendment or alteration of certain provisions of the articles of incorporation affecting change of control be approved by the holders of 80% of Duke’s issued and outstanding capital stock; and

• a limitation that directors may be removed only for “cause” and only with the affirmative vote of the holders of a majority of the shares of common stock entitled to vote in the election of directors.

The partnership agreement for the Operating Partnership also contains provisions that could discourage transactions involving an actual or threatened change of control of Duke, including:

• a requirement that holders of at least 90% of the outstanding partnership units held by Duke and other unit holders approve any voluntary sale, exchange, merger, consolidation or other disposition of all or substantially all of the assets of the Operating Partnership in one or more transactions other than a disposition occurring upon a financing or refinancing of the Operating Partnership;

• a restriction against any assignment or transfer by Duke of its interest in the Operating Partnership; and

• a requirement that holders of more than 90% of the partnership units approve:

• any merger, consolidation or other combination of Duke with another entity, unless after the transaction substantially all of the assets of the surviving entity are contributed to the Operating Partnership in exchange for units;

• any sale of all or substantially all of Duke’s assets; or

• any reclassification or recapitalization or change of outstanding shares of common stock other than certain changes in par value, stock splits, stock dividends or combinations.

Duke’s directors who are not officers or employees and who do not hold partnership units will vote on these matters.

Restrictions on Ownership

For Duke to qualify as a REIT under the Internal Revenue Code:

• no more than 50% in value of Duke’s outstanding stock may be owned, directly or indirectly, by five or fewer individuals (including certain entities) at any time during the last half of a taxable year; and

• Duke’s stock must be beneficially owned by 100 or more persons during at least 335 days of each taxable year or during a proportionate part of a shorter taxable year.

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Because Duke expects to continue to qualify as a REIT, its articles of incorporation contain restrictions on the acquisition of common stock intended to ensure compliance with these requirements. Specifically, Duke’s articles of incorporation contain restrictions that:

• authorize but do not require Duke’s board of directors to refuse to give effect to a transfer of common stock which, in its opinion, might jeopardize the status of Duke as a REIT;

• nullify any attempted acquisition of shares which would result in the disqualification of Duke as a REIT;

• give the board of directors the authority to take any actions it deems advisable to enforce the restrictions, which might include refusing to give effect to or seeking to enjoin a transfer which might jeopardize Duke’s status as a REIT; and

• require any shareholder to provide Duke such information regarding his or her direct and indirect ownership of common stock as Duke may reasonably require.

Limitations of Liability and Indemnification of Directors and Officers

Indiana law and Duke’s articles of incorporation generally exculpate each director and officer in actions by Duke or by its shareholders in derivative actions from liability, except in the case of:

• any breach of the director’s duty of loyalty to Duke or its shareholders;

• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• voting for or assenting to an unlawful distribution; or

• any transaction from which the director derived an improper personal benefit.

The articles of incorporation also provide that Duke will indemnify a present or former director or officer against expense or liability in an action to the fullest extent permitted by Indiana law. Indiana law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses they incur in connection with any proceeding to which they are a party, so long as:

• the individual’s conduct was in good faith;

• the individual reasonably believed, 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, in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests; and

• in the case of a criminal proceeding, the individual either had reasonable cause to believe the individual’s conduct was lawful or had no reasonable cause to believe the individual’s conduct was unlawful.

We believe that the exculpation and indemnification provisions in Duke’s articles of incorporation help induce qualified individuals to agree to serve as officers and directors of Duke by providing a degree of protection from liability for alleged mistakes in making decisions and taking actions. You should be aware, however, that these provisions in Duke’s articles of incorporation and Indiana law give you a more limited right of action than you otherwise would have in the absence of such provisions. Duke also maintains a policy of directors and officers liability insurance covering certain liabilities incurred by Duke’s directors and officers in connection with the performance of their duties.

The above indemnification provisions could operate to indemnify directors, officers or other persons who exert control over Duke against liabilities arising under the Securities Act. Insofar as the above provisions may allow that type of indemnification, the SEC has informed us that, in its opinion, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Shareholder Liability

Indiana law provides that no shareholder, including holders of common stock, will be personally liable for Duke’s acts and obligations and that Duke’s funds and property are the only recourse for its acts or obligations.

Registrar and Transfer Agent

The registrar and transfer agent for the common stock is American Stock Transfer & Trust Company, New York, New York.

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DESCRIPTION OF WARRANTS

General

Duke may issue warrants to purchase preferred stock, depositary shares, common stock or any combination of these securities, and these warrants may be issued independently or together with any underlying securities and may be attached to or separate from the underlying securities. Duke will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency for or on behalf of holders or beneficial owners of warrants. The following outlines some of the general terms and provisions of the warrants. Further terms of the warrants and the applicable warrant agreement will be stated in the applicable prospectus supplement. The following description and any description of the warrants in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms and provisions of the warrant agreement, which we will file with the SEC in connection with an issuance of the warrants.

The applicable prospectus supplement will describe the terms of any warrants, including the following:

• the title of the warrants;

• the total number of warrants;

• the price or prices at which we will issue the warrants;

• any applicable anti-dilution provisions to adjust the number of shares to be delivered upon exercise of warrants to purchase common stock;

• the currency or currencies investors may use to pay for the warrants;

• the designation and terms of the underlying securities purchasable upon exercise of the warrants;

• the price at which and the currency or currencies, including composite currencies, in which investors may purchase the underlying securities purchasable upon exercise of the warrants, as well as related adjustment provisions affecting that exercise price;

• the dates on which the right to exercise the warrants will commence and expire;

• whether we will issue the warrants in registered or bearer form;

• if applicable, the minimum or maximum amount of warrants which may be exercised at any one time;

• if applicable, the designation and terms of the underlying securities with which the warrants are issued and the number of warrants issued with each underlying security;

• if applicable, the date on and after which the warrants and the related underlying securities will be separately transferable;

• if applicable, a discussion of material United States federal income tax considerations;

• the identity of the warrant agent;

• the procedures and conditions relating to the exercise of the warrants; and

• any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

Warrant certificates may be exchanged for new warrant certificates of different denominations, and warrants may be exercised at the warrant agent’s corporate trust office or any other office indicated in the applicable prospectus supplement. Prior to the exercise of their warrants, holders of warrants exercisable for debt securities will not have any of the rights of holders of the debt securities purchasable upon such exercise and will not be entitled to payments of principal (or premium, if any) or interest, if any, on the debt securities purchasable upon such exercise. Prior to the exercise of their warrants, holders of warrants exercisable for shares of preferred stock, common stock or for depositary shares will not have any rights of holders of the preferred stock, common stock or depositary shares purchasable upon such exercise and will not be entitled to dividend payments, if any, or voting rights of the preferred stock, common stock or depositary shares purchasable upon such exercise.

Exercise of Warrants

A warrant will entitle the holder to purchase for cash an amount of securities at an exercise price that will be stated in, or that will be determinable as described in, the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Warrants may be exercised as set forth in the applicable prospectus supplement. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.

Enforceability of Rights; Governing Law

The holders of warrants, without the consent of the warrant agent, may, on their own behalf and for their own benefit, enforce, and may institute and maintain any suit, action or proceeding against us to enforce their rights to exercise and receive the securities purchasable upon exercise of their warrants. Unless otherwise stated in the applicable prospectus supplement, each issue of warrants and the applicable warrant agreement will be governed by the laws of the State of Indiana.

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DESCRIPTION OF STOCK PURCHASE CONTRACTS

Duke may issue stock purchase contracts, representing contracts obligating holders to purchase from or sell to it, and obligating it to purchase from or sell to the holders, a specified or variable number of shares of Duke’s capital stock at a future date or dates. The price per share of capital stock may be fixed at the time the stock purchase contracts are entered into or may be determined by reference to a specific formula contained in the stock purchase contracts. Any stock purchase contract may include anti-dilution provisions to adjust the number of shares to be delivered pursuant to such stock purchase contract upon the occurrence of certain events. Duke may issue the stock purchase contracts in such amounts and in as many distinct series as we wish.

The stock purchase contracts may be entered into separately or as a part of units consisting of a stock purchase contract and a beneficial interest in debt securities, debt obligations of third parties, including U.S. Treasury securities, other stock purchase contracts or shares of our capital stock securing the holders’ obligations under the stock purchase contracts to purchase or to sell the shares of our capital stock. The stock purchase contracts may require Duke to make periodic payments to holders hereunder and such payments may be unsecured or prefunded and may be paid on a current or on a deferred basis. The stock purchase contracts may require holders to secure their obligations under those contracts in a specified manner. The applicable prospectus supplement may contain, where applicable, the following information about the stock purchase contracts issued under it:

• whether the stock purchase contracts obligate the holder to purchase or sell, or both purchase and sell, Duke’s common stock or preferred stock or depositary shares, as applicable, and the nature and amount of each of those securities, or the method of determining those amounts;

• whether the stock purchase contracts are to be prepaid or not;

• whether the stock purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of our common stock or preferred stock or depositary shares;

• any acceleration, cancellation, termination or other provisions relating to the settlement of the stock purchase contracts; and

• whether the stock purchase contracts will be issued in fully registered or global form.

The applicable prospectus supplement will describe the specific terms of any stock purchase contracts. The preceding description and any description of stock purchase contracts in the applicable prospectus supplement is a general summary and is subject to and is qualified in its entirety by reference to the stock purchase contract agreement and, if applicable, collateral arrangements and depositary arrangements relating to such stock purchase contracts.

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DESCRIPTION OF UNITS

Duke may issue units comprised of one or more of the securities described in this prospectus in any combination. Units may also include debt obligations of third parties, such as debt securities of the Operating Partnership or U.S. Treasury securities. Each unit will be issued so that the holder of the unit also is the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified date.

The applicable prospectus supplement may describe, among other things:

• the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

• any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

• whether the units will be issued in fully registered or global form.

The applicable prospectus supplement will describe the terms of any units and the securities comprising those units. The preceding description and any description of units in the applicable prospectus supplement is a summary and is subject to, and is qualified in its entirety by, reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units.

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FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes the material federal income tax consequences relating to the taxation of us as a REIT and to the purchase, ownership and disposition of our common stock.

If we offer one or more additional series of preferred stock or the Operating Partnership offers one or more additional series of debt securities, the prospectus supplement will include information about any additional material federal income tax consequences to holders of those shares of preferred stock or debt securities.

Because this summary is intended only to address material federal income tax consequences relating to the ownership and disposition of our common stock, it may not contain all the information that may be important to you. As you review this discussion, you should keep in mind that:

• the tax consequences to you may vary depending upon your particular tax situation;

• special rules that we do not discuss below may apply if, for example, you are a tax-exempt organization, a broker-dealer, a non-U.S. person, a trust, an estate, a regulated investment company, a financial institution, an insurance company or otherwise subject to special tax treatment under the Internal Revenue Code;

• this summary generally does not address state, local or non-U.S. tax considerations;

• this summary deals only with Duke’s stockholders that hold stock as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code; and

• we do not intend this discussion to be, and you should not construe it as, tax advice.

You should review the following discussion and consult with your own tax advisor to determine the effect of ownership and disposition of our stock on your individual tax situation, including any state, local or non-U.S. tax consequences.

We base the information in this section on the current Internal Revenue Code, current final, temporary and proposed Treasury regulations, the legislative history of the Internal Revenue Code, current administrative interpretations and practices of the IRS, including its practices and policies as endorsed in private letter rulings, which are not binding on the IRS, and existing court decisions. Future legislation, regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law. Any change could apply retroactively. It is possible that the IRS could challenge the statements in this discussion, which do not bind the IRS or the courts, and that a court could agree with the IRS.

Taxation of Our Company as a REIT

We believe that, commencing with our taxable year ended December 31, 1986, we have been organized and have operated in such a manner as to qualify for taxation as a REIT under the Internal Revenue Code, and we intend to continue to be organized and to operate in such a manner. However, we cannot assure you that we have operated or will operate in a manner so as to qualify or remain qualified as a REIT. This section discusses the laws governing the federal income tax treatment of a REIT and its shareholders. These laws are highly technical and complex.

Federal Income Taxation of Our Company

If we have qualified and continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our ordinary income or capital gain that is timely distributed to stockholders. The REIT provisions of the Internal Revenue Code generally allow a REIT to deduct distributions paid to its stockholders, substantially eliminating the federal “double taxation” on earnings (once at the corporate level when earned and once again at the stockholder level when distributed) that usually results from investments in a corporation. Nevertheless, we will be subject to federal income tax as follows:

First, we will be taxed at regular corporate rates on our undistributed “REIT taxable income,” including undistributed net capital gains.

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Second, under some circumstances, we may be subject to the “alternative minimum tax” as a consequence of our items of tax preference.

Third, if we have net income from the sale or other disposition of “foreclosure property” that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we will be subject to tax at the highest corporate rate on such income.

Fourth, if we have net income from “prohibited transactions” (which are, in general, certain sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business), such income will be subject to a 100% tax.

Fifth, if we should fail to satisfy either the 75% gross income test or the 95% gross income test (discussed below) but have nonetheless maintained our qualification as a REIT because we have met other requirements, we will be subject to a 100% tax on the greater of the amount by which the 75% gross income test was not satisfied or the amount by which the 95% gross income test was not satisfied, in each case, multiplied by a fraction intended to reflect our profitability.

Sixth, if we fail to satisfy any of the asset tests (described below) or any of the REIT qualification requirements other than the gross income and asset tests and such failure is due to reasonable cause, we may avoid disqualification as a REIT by, among other things, paying a penalty of $50,000 or more in certain cases.

Seventh, if we fail to distribute during each year at least the sum of

• 85% of our ordinary income for such year,

• 95% of our capital gain net income for such year, and

• any undistributed taxable income from prior periods,

then we will be subject to a 4% excise tax on the excess of this required distribution amount over the amounts actually distributed.

Eighth, if we should acquire any asset from a “C” corporation (i.e., a corporation generally subject to full corporate-level tax) in a carryover-basis transaction and provided no election is made for the transaction to be currently taxable, and we subsequently recognize gain on the disposition of such asset during the 10-year period beginning on the date on which we acquired the asset, we generally will be subject to tax at the highest regular corporate rate on the lesser of the amount of gain that we recognize at the time of the sale or disposition and the amount of gain that we would have recognized if we had sold the asset at the time we acquired the asset, the “Built-in Gains Tax.”

We own direct or indirect interests in a number of taxable REIT subsidiaries, such as Duke Realty Construction, Inc. Our “taxable REIT subsidiaries” are corporations in which Duke directly or indirectly owns stock and that elect, together with us, to be treated as our taxable REIT subsidiaries. In addition, if one of our taxable REIT subsidiaries owns, directly or indirectly, securities representing 35% or more of the vote or value of a subsidiary corporation, that subsidiary will also be treated as our taxable REIT subsidiary. A taxable REIT subsidiary is subject to federal income tax, and state and local income tax where applicable, as a regular “C” corporation.

Generally, a taxable REIT subsidiary may perform certain tenant services without causing us to receive impermissible tenant services income under the REIT income tests. However, several provisions regarding the arrangements between a REIT and its taxable REIT subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, the Internal Revenue Code limits the ability of a taxable REIT subsidiary to deduct interest payments in excess of a certain amount made to us. In addition, we must pay a 100% tax on some payments that we receive or on certain expenses deducted by the taxable REIT subsidiary if the economic arrangements between us, our tenants, and the taxable REIT subsidiary

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are not comparable to similar arrangements among unrelated parties. Our taxable REIT subsidiaries make interest and other payments to Duke and to third parties in connection with activities related to our properties. We cannot assure you that our taxable REIT subsidiaries will not be limited in their ability to deduct interest payments made to us. In addition, we cannot assure you that the IRS might not seek to impose the 100% tax on services performed by taxable REIT subsidiaries for our tenants, or on a portion of the payments received by us from, or expenses deducted by, our taxable REIT subsidiaries.

As noted above, we are subject to a 100% penalty tax on income from prohibited transactions (generally, income derived from the sale of property primarily held for sale to customers in the ordinary course of business). The Internal Revenue Code provides a safe harbor that, if met, allows us to avoid being treated as engaged in a prohibited transaction. With respect to property dispositions occurring on or after July 30, 2008, in order to meet the safe harbor, among other things, (i) we must have held the property for at least 2 years (and, in the case of property which consists of land or improvements not acquired through foreclosure, we must have held the property for 2 years for the production of rental income) and (ii) during the taxable year the property is disposed of, we must not have made more than 7 property sales or, alternatively, the aggregate adjusted basis or fair market value of all of the properties sold by us during the taxable year must not exceed 10% of the aggregate adjusted basis or 10% of the fair market value, respectively, of all of our assets as of the beginning of the taxable year.

With respect to prohibited transactions occurring after July 30, 2008, any foreign currency gain (as defined in Section 988(b)(1) of the Internal Revenue Code) and any foreign currency loss (as defined in Section 988(b)(2) of the Internal Revenue Code) will be taken into account in determining the amount of income subject to the 100% penalty tax.

Requirements For Qualification

To qualify as a REIT, we must elect to be treated as a REIT and must meet the requirements, discussed below, relating to our organization, sources of income, nature of assets and distributions.

The Internal Revenue Code defines a REIT as a corporation, trust or association:

• that is managed by one or more trustees or directors;

• the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;

• that would be taxable as a domestic corporation but for application of the REIT rules;

• that is neither a financial institution nor an insurance company subject to certain provisions of the Internal Revenue Code;

• that has at least 100 persons as beneficial owners;

• during the last half of each taxable year, not more than 50% in value of the outstanding stock of which is owned, directly or indirectly, through the application of certain attribution rules, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities);

• that files an election or continues such election to be taxed as a REIT on its return for each taxable year;

• that uses the calendar year as its taxable year; and

• that satisfies the income tests, the asset tests, and the distribution tests, described below.

The Internal Revenue Code provides that REITs must satisfy all of the first four preceding requirements during the entire taxable year. REITs must satisfy the fifth requirement during at least 335 days of a taxable year of 12 months or during a proportionate part of a taxable year of less than 12 months. For purposes of the sixth requirement, the beneficiaries of a pension or profit-sharing trust described in Section 401(a) of the Internal Revenue Code, and not the pension or profit-sharing trust itself, are treated as REIT stockholders. We will be treated as having met the sixth requirement if we comply with certain Treasury Regulations for ascertaining the ownership of our stock for such year and if we did not know (or after the exercise of reasonable diligence would not have known) that the sixth condition was not satisfied for such year. Our articles of incorporation currently include restrictions regarding transfer of our stock that assist us in continuing to satisfy the fifth and sixth of these requirements.

If a REIT owns a corporate subsidiary that is a “qualified REIT subsidiary,” the separate existence of that subsidiary will be disregarded for federal income tax purposes. Generally, a qualified REIT subsidiary is a corporation, other than a taxable REIT subsidiary, all of the capital stock of which is owned by the REIT. All assets, liabilities and items of income, deduction and credit of the qualified REIT subsidiary will be treated as assets, liabilities and items of income, deduction and credit of the REIT itself. Our qualified REIT subsidiaries will not be subject to federal corporate income taxation, although they may be subject to state and local taxation in some states.

A REIT that is a partner in a partnership is deemed to own its proportionate share of the assets of the partnership and to earn its proportionate share of the partnership’s income, in both cases being based on its relative capital interest in the partnership. The character of the assets and gross income of the partnership retain the same character in the hands of the REIT for purposes of the gross income and asset tests. Thus, our

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proportionate share of the assets, liabilities and items of income of the Operating Partnership (including the Operating Partnership’s share of the assets, liabilities and items of income with respect to any partnership in which it holds an interest) is treated as assets, liabilities and items of income of our Company for purposes of applying the requirements described herein.

Income Tests.    In order to maintain qualification as a REIT, we must satisfy two gross income requirements. First, we must derive, directly or indirectly, at least 75% of our gross income (excluding gross income from prohibited transactions) for each taxable year from investments relating to real property or mortgages on real property, including “rents from real property,” gains on disposition of real estate, dividends paid by another REIT and interest on obligations secured by real property or on interests in real property, or from certain types of temporary investments. Second, we must derive at least 95% of our gross income (excluding gross income from prohibited transactions) for each taxable year from any combination of income qualifying under the 75% test and dividends, interest and gain from the sale or disposition of stock or securities.

Any income from (i) a hedging transaction that is clearly and timely identified and that hedges indebtedness incurred or to be incurred to acquire or carry real estate assets or (ii) a clearly and timely identified transaction entered into primarily to manage the risk of currency fluctuations with respect to any item of income that would qualify under a 75% or the 95% gross income tests, will not constitute gross income (rather than being treated either as qualifying income or non-qualifying income) for purposes of the 75% and the 95% gross income tests. Income from such transactions that does not meet these requirements will be treated as non-qualifying income for purposes of the 75% and the 95% gross income tests. Any income from foreign currency gain that is “real estate foreign exchange gain” as defined in the Internal Revenue Code will not constitute gross income for purposes of the 75% gross income tests. “Real estate foreign exchange gain” includes foreign currency gains attributable to (i) any item of income or gain that would qualify under the 75% gross income test, (ii) the acquisition or ownership of obligations secured by mortgages on real property or interests in real property, (iii) becoming or being the obligor under obligations secured by mortgages on real property or on interests in real property, (iv) remittances from qualified business units that meet the 75% gross income test for the taxable year and the 75% asset test at the close of each quarter, and (v) any other foreign currency gain as determined by the Internal Revenue Service. Other foreign currency gain, if such currency gain is “passive foreign exchange gain” as defined in the Internal Revenue Code, will not constitute gross income for purposes of the 95% gross income test (but will be treated as income that does not qualify under the 75% gross income test). “Passive foreign exchange gain” includes foreign currency gains attributable to (i) real estate foreign exchange gain, (ii) any item of income or gain that would qualify under the 95% gross income test, (iii) the acquisition or ownership of obligations, (iv) becoming or being the obligor under the obligations, and (v) any other foreign currency gain as determined by the Internal Revenue Service.

Rents that we receive will qualify as “rents from real property” in satisfying the gross income requirements for a REIT described above only if several conditions are met. First, the amount of rent must not be based in whole or in part on the income or profits of any person but can be based on a fixed percentage of gross receipts or gross sales. Second, “rents from real property” generally excludes any amount received directly or indirectly from any tenant if we, or an owner of 10% of more of our outstanding stock, directly or constructively, own 10% or more of such tenant taking into consideration the applicable attribution rules, which we refer to as a “related party tenant.” Third, “rents from real property” excludes rent attributable to personal property except where such personal property is leased in connection with a lease of real property and the rent attributable to such personal property is less than or equal to 15% of the total rent received under the lease. Finally, amounts that are attributable to services furnished or rendered in connection with the rental of real property, whether or not separately stated, will not constitute “rents from real property” unless such services are customarily provided in the geographic area. Customary services that are not considered to be provided to a particular tenant (e.g., furnishing heat and light, the cleaning of public entrances, and the collection of trash) can be provided directly by us. Where, on the other hand, such services are provided primarily for the convenience of the tenants or are provided to such tenants, such services must be provided by an independent contractor from whom we do not receive any income or a taxable REIT subsidiary. Non-customary services that are not performed by an independent contractor or taxable REIT subsidiary in accordance with the applicable requirements will result in impermissible tenant service income to us to the extent of the income earned (or deemed earned) with respect to such services. If the impermissible tenant service income exceeds 1% of our total income from a property, all of the income from that property will fail to qualify as rents from real property. If the total amount of impermissible tenant services does not exceed 1% of our total income from the property, the services will not cause the rent paid by tenants of the property to fail to qualify as rents from real property, but the impermissible tenant services income will not qualify as “rents from real property.”

We do not currently charge and do not anticipate charging rent that is based in whole or in part on the income or profits of any person. We also do not anticipate either deriving rent attributable to personal property leased in connection with real property that exceeds 15% of the total rents or receiving rent from related party tenants.

The Operating Partnership does provide some services with respect to the properties. We believe that the services with respect to the properties that are and will be provided directly are usually or customarily rendered in connection with the rental of space for occupancy only and are not otherwise considered rendered to particular tenants and, therefore, that the provision of such services will not cause rents received with respect to the properties to fail to qualify as rents from real property. Services with respect to the properties that we believe may not be provided by us or the Operating Partnership directly without jeopardizing the qualification of rent as “rents from real property” are and will be performed by independent contractors or taxable REIT subsidiaries.

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We, including the Operating Partnership, receive fees for property management and brokerage and leasing services provided with respect to some properties not owned entirely by the Operating Partnership. These fees, to the extent paid with respect to the portion of these properties not owned, directly or indirectly, by us, will not qualify under the 75% gross income test or the 95% gross income test. The Operating Partnership also may receive other types of income with respect to the properties it owns that will not qualify for either of these tests. We believe, however, that the aggregate amount of these fees and other non-qualifying income in any taxable year will not cause us to exceed the limits on non-qualifying income under either the 75% gross income test or the 95% gross income test.

If we fail to satisfy the 75% gross income test or the 95% gross income test for any taxable year, we may nevertheless qualify as a REIT for that year if we are eligible for relief under the Internal Revenue Code. This relief provision generally will be available if:

Our failure to meet these tests was due to reasonable cause and not due to willful neglect; and

• We file a disclosure schedule with the IRS after we determine that we have not satisfied one of the gross income tests.

We cannot state whether in all circumstances we would be entitled to the benefit of this relief provision. For example, if we fail to satisfy the gross income tests because non-qualifying income that we intentionally incur exceeds the limits on such income, the IRS could conclude that our failure to satisfy the tests was not due to reasonable cause. Even if this relief provision applies, the Internal Revenue Code imposes a 100% tax with respect to a portion of the non-qualifying income, as described above.

Asset Tests.    At the close of each quarter of our taxable year, we also must satisfy four tests relating to the nature and diversification of its assets:

• At least 75% of the value of our total assets must be represented by real estate assets, cash and cash items (including receivables) and government securities.

• No more than 25% of the value of our total assets may be represented by securities other than those in the 75% asset class.

• Except for equity investments in REITs, qualified REIT subsidiaries or taxable REIT subsidiaries or other securities that qualify as “real estate assets” for purposes of the 75% asset test:

• the value of any one issuer’s securities that we own may not exceed 5% of the value of our total assets;

• we may not own more than 10% of any one issuer’s outstanding voting securities; and

• we may not own more than 10% of the value of the outstanding securities of any one issuer.

• No more than 25% of our total assets may be represented by securities of one or more taxable REIT subsidiaries.

Certain types of securities are disregarded as securities for purposes of the 10% value limitation discussed above including, (i) straight debt securities (including straight debt that provides for certain contingent payments); (ii) any loan to an individual or an estate; (iii) any rental agreement described in Section 467 of the Internal Revenue Code, other than with a “related person”; (iv) any obligation to pay rents from real property; (v) certain securities issued by a State or any political subdivision thereof, the District of Columbia, a foreign government, or any political subdivision thereof, or the Commonwealth of Puerto Rico; (vi) any security issued by a REIT; and (vii) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of a security. In addition, (a) a REIT’s interest as a partner in a partnership is not considered a “security” for purposes of applying the 10% value test to securities issued by the partnership; (b) any debt instrument issued by a partnership (other than straight debt or other excluded security) will not be considered a security issued by the partnership if at least 75% of the partnership’s gross income is derived from sources that would qualify for the 75% gross income test, and (c) any debt instrument issued by a partnership (other than straight debt or other excluded security) will not be considered a security issued by the partnership to the

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extent of the REIT’s interest as a partner in the partnership. Special look-through rules for determining a REIT’s share of securities held by a partnership in which the REIT holds an interest.

We believe that the aggregate value of our securities issued by our taxable REIT subsidiaries does not exceed 25% of the aggregate value of our gross assets. With respect to each issuer in which we currently own an interest that does not qualify as a REIT, a qualified REIT subsidiary or a taxable REIT subsidiary, we believe that the value of the securities, including debt, of any such issuer owned (or treated as owned) by us does not exceed 5% of the total value of our assets and that we comply with the 10% voting securities limitation and 10% value limitation with respect to each such issuer. In this regard, however, we cannot provide any assurance that the IRS might not disagree with our determinations.

After initially meeting the asset tests at the close of any quarter, we will not lose our qualification as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values. If the failure to satisfy the asset tests results from an acquisition of securities or other property during a quarter, we can cure the failure by disposing of a sufficient amount of non-qualifying assets within 30 days after the close of that quarter. We intend to maintain adequate records of the value of our assets to ensure compliance with the asset tests and to take such other actions within 30 days after the close of any quarter as necessary to cure any noncompliance.

After the 30-day cure period, a REIT may avoid disqualification as a REIT by disposing of sufficient assets to cure such a violation that does not exceed the lesser of 1% of the REIT’s assets at the end of the relevant quarter or $10,000,000, provided that the disposition occurs within six months following the last day of the quarter in which the REIT first identified the assets. For violations of any of the REIT asset tests due to reasonable cause that are larger than this amount, a REIT may avoid disqualification as a REIT after the 30-day cure period, if such failure was due to reasonable cause and not due to willful neglect, by taking certain steps, including the disposition of sufficient assets within the six-month period described above to meet the applicable asset test, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets, and filing a schedule with the IRS that describes the non-qualifying assets.

Annual Distribution Requirements

To qualify for taxation as a REIT, the Internal Revenue Code requires that we make distributions (other than capital gain distributions) to our stockholders in an amount at least equal to (a) the sum of: (1) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain), and (2) 90% of the net income, if any, from foreclosure property in excess of the special tax on income from foreclosure property, minus (b) the sum of certain items of non-cash income.

We must pay distributions in the taxable year to which they relate. Dividends paid in the subsequent year, however, will be treated as if paid in the prior year for purposes of the prior year’s distribution requirement if the dividends satisfy one of the following two sets of criteria:

• We declare the dividends in October, November or December, the dividends are payable to stockholders of record on a specified date in such a month, and we actually pay the dividends during January of the subsequent year; or

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• We declare the dividends before we timely file our federal income tax return for such year, we pay the dividends in the 12-month period following the close of the prior year and not later than the first regular dividend payment after the declaration, and we elect on our federal income tax return for the prior year to have a specified amount of the subsequent dividend treated as if paid in the prior year.

Even if we satisfy the foregoing distribution requirements, we will be subject to tax thereon to the extent that we do not distribute all of our net capital gain or “REIT taxable income” as adjusted. Furthermore, if we fail to distribute at least the sum of 85% of our ordinary income for that year; 95% of our capital gain net income for that year; and any undistributed taxable income from prior periods, we would be subject to a 4% excise tax on the excess of the required distribution over the amounts actually distributed.

In addition, if during the 10-year recognition period, we dispose of any asset subject to the Built-in Gains Tax Rules described above, we must, pursuant to guidance issued by the IRS, distribute at least 90% of the built-in gain (after tax), if any, recognized on the disposition of the asset.

We may elect to retain rather than distribute all or a portion of our net capital gains and pay the tax on the gains. In that case, we may elect to have our stockholders include their proportionate share of the undistributed net capital gains in income as long-term capital gains and receive a credit for their share of the tax we paid. For purposes of the 4% excise tax described, any such retained amounts would be treated as having been distributed.

We intend to make timely distributions sufficient to satisfy the annual distribution requirements. In this regard, the partnership agreement of the Operating Partnership authorizes us, as general partner, to take such steps as may be necessary to cause the Operating Partnership to distribute to its partners an amount sufficient to permit us to meet these distribution requirements.

We expect that our REIT taxable income will be less than our cash flow due to the allowance of depreciation and other non-cash charges in computing REIT taxable income. Accordingly, we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement. It is possible, however, that we, from time to time, may not have sufficient cash or other liquid assets to meet the 90% distribution requirement or to distribute such greater amount as may be necessary to avoid income and excise taxation. In this event, we may find it necessary to arrange for borrowings or, if possible, pay taxable stock dividends in order to meet the distribution requirement or avoid such income or excise taxation.

In the event that we are subject to an adjustment to our REIT taxable income (as defined in Section 860(d)(2) of the Internal Revenue Code) resulting from an adverse determination by either a final court decision, a closing agreement between us and the IRS under Section 7121 of the Internal Revenue Code, or an agreement as to tax liability between us and an IRS district director, or, an amendment or supplement to our federal income tax return for the applicable tax year, we may be able to rectify any resulting failure to meet the 90% annual distribution requirement by paying “deficiency dividends” to stockholders that relate to the adjusted year but that are paid in a subsequent year. To qualify as a deficiency dividend, we must make the distribution within 90 days of the adverse determination and we also must satisfy other procedural requirements. If we satisfy the statutory requirements of Section 860 of the Internal Revenue Code, a deduction is allowed for any deficiency dividend we subsequently paid to offset an increase in our REIT taxable income resulting from the adverse determination. We, however, must pay statutory interest on the amount of any deduction taken for deficiency dividends to compensate for the deferral of the tax liability.

Failure To Qualify

A violation of a REIT requirement other than the gross income tests or the asset tests will not disqualify us if the violation is due to reasonable cause and not due to willful neglect and we pay a penalty of $50,000 for each failure to satisfy the provision. If we fail to qualify for taxation as a REIT in any taxable year and the relief provisions do not apply, we will be subject to tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible by us nor will they be required to be made. In that event, to the extent of our positive current and accumulated earnings and profits, distributions to stockholders will be dividends, generally taxable at long-term capital gains tax rates (as described below), subject to certain limitations of the Internal

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Revenue Code, and corporate distributees may be eligible for the dividends-received deduction. Unless we are entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for the four taxable years following the year during which we lost our REIT qualification. We cannot state whether in all circumstances we would be entitled to such statutory relief. For example, if we fail to satisfy the gross income tests because non-qualifying income that we intentionally incur exceeds the limit on such income, the IRS could conclude that our failure to satisfy the tests was not due to reasonable cause.

Taxation of U.S. Stockholders

As used in this prospectus, the term “U.S. Stockholder” means a holder of our stock that, for federal income tax purposes:

• is a citizen or resident of the United States;

• is a corporation (including an entity treated as a corporation for federal income tax purposes) created or organized in or under the laws of the United States or of any political subdivision thereof;

• is an estate, the income of which is subject to federal income taxation regardless of its source;

• is any trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust; or

• is an eligible trust that elects to be taxed as a U.S. person under applicable Treasury Regulations.

For U.S. federal income tax purposes, income earned through a foreign or domestic partnership or other flow-through entity is generally attributed to its partners or owners. Accordingly, the U.S. federal income tax treatment of a partner in a partnership or owner in a flow-through entity that holds our stock will generally depend on the status of the partner or other owner and the activities of the partnership or other flow-through entity. Prospective shareholders that are partnerships or flow-through entities should consult their tax advisers concerning the U.S. Federal income tax consequences to their partners or owners of the acquisition, ownership and disposition of our stock.

For any taxable year for which we qualify for taxation as a REIT, taxable U.S. Stockholders will be taxed as discussed below.

Distributions Generally.    Distributions to U.S. Stockholders, other than capital gain dividends discussed below, will constitute dividends up to the amount of our positive current and accumulated earnings and profits and, to that extent, will be taxable to the U.S. Stockholders. These distributions are not eligible for the dividends-received deduction for corporations. Certain “qualified dividend income” received by U.S. non-corporate shareholders in taxable years 2003 through 2010 is subject to tax at the same tax rates as long-term capital gain (generally, a maximum rate of 15% for such taxable years). Dividends received from REITs, however, generally are not eligible for these reduced rates and, therefore, will continue to be subject to tax at ordinary income rates (generally, a maximum rate of 35% for taxable years 2003-2010), subject to two narrow exceptions. Under the first exception, dividends received from a REIT may be treated as “qualified dividend income” eligible for the reduced tax rates to the extent that the REIT itself has received qualified dividend income from other corporations (such as taxable REIT subsidiaries). Under the second exception, dividends paid by a REIT in a taxable year may be treated as qualified dividend income in an amount equal to the sum of (i) the excess of the REIT’s “REIT taxable income” for the preceding taxable year over the corporate-level federal income tax payable by the REIT for such preceding taxable year and (ii) the excess of the REIT’s income that was subject to the Built-in Gains Tax in the preceding taxable year over the tax payable by the REIT on such income for such preceding taxable year. We do not anticipate that a material portion of our distributions will be treated as qualified dividend income.

To the extent that we make a distribution in excess of our positive current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of capital, reducing the tax basis in the U.S. Stockholder’s stock, and then any distribution in excess of such basis will be taxable to the U.S. Stockholder as gain realized from the sale of its stock. Dividends we declared in October, November or December of any year payable to a U.S. Stockholder of record on a specified date in any such month will be treated as both paid by us and received by the stockholders on December 31 of that year, provided that we actually pay the dividends during January of the following calendar year.

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Capital Gain Distributions.    Distributions to U.S. Stockholders that we properly designate as capital gain dividends will be treated as long-term capital gains (to the extent they do not exceed our actual net capital gain) for the taxable year without regard to the period for which the U.S. Stockholder has held his or her stock. However, corporate stockholders may be required to treat up to 20% of certain capital gain dividends as ordinary income. Capital gain dividends are not eligible for the dividends-received deduction for corporations.

We may elect to retain and pay income tax on net long-term capital gain that we received during the tax year. In this instance, U.S. Stockholders will include in their income their proportionate share of the undistributed long-term capital gains as we designated. The U.S. Stockholders will also be deemed to have paid their proportionate share of the tax, which would be credited against such stockholders’ U.S. income tax liability (and refunded to the extent it exceeds such liability). In addition, the basis of the U.S. Stockholders’ shares will be increased by the excess of the amount of capital gain included in its income over the amount of tax it is deemed to have paid.

Any capital gain with respect to capital assets held for more than one year that is recognized or otherwise properly taken into account on or after May 6, 2003 and before January 1, 2011, generally will be taxed to a non-corporate taxpayer at a maximum rate of 15%. In the case of capital gain attributable to the sale of real property held for more than one year, such gain will be taxed at a maximum rate of 25% to the extent of the amount of depreciation deductions previously claimed with respect to such property. With respect to distributions we designate as capital gain dividends (including any deemed distributions of retained capital gains), subject to certain limits, we may designate, and will notify our shareholders, whether the dividend is taxable to non-corporate shareholders at regular long-term capital gains rates (currently at a minimum rate of 15%) or at the 25% rate applicable to unrecaptured depreciation.

Passive Activity Loss and Investment Interest Limitations.    Distributions from us and gain from the disposition of our stock will not be treated as passive activity income, and, therefore, U.S. Stockholders will not be able to apply any “passive losses” against such income. Dividends from us (to the extent they do not constitute a return of capital) generally will be treated as investment income for purposes of the investment interest limitation. Net capital gain from the disposition of our stock or capital gain dividends generally will be excluded from investment income unless the U.S. Stockholder elects to have the gain taxed at ordinary income rates. Stockholders are not allowed to include on their own federal income tax returns any tax losses that we incur.

Dispositions of Shares.    In general, U.S. Stockholders will realize capital gain or loss on the disposition of our stock equal to the difference between the amount of cash and the fair market value of any property received on the disposition and that stockholder’s adjusted basis in the stock. This gain or loss will be a capital gain or loss if the U.S. Stockholder has held the shares as a capital asset. The applicable tax rate will depend on the stockholder’s holding period in the asset (generally, if the stockholder has held the asset for more than one year, it will produce long-term capital gain) and the stockholder’s tax bracket (the maximum rate for non-corporate taxpayers currently being 15%). The IRS has the authority to prescribe, but has not yet prescribed, regulations that would apply a capital gain tax rate of 25% (which is generally higher than the long-term capital gain tax rates for non-corporate stockholders) to a portion of capital gain realized by a non-corporate stockholder on the sale of our stock that would correspond to our “unrecaptured Section 1250 gain.” Stockholders should consult with their own tax advisors with respect to their capital gain tax liability. In general, any loss recognized by a U.S. Stockholder upon the sale or other disposition of stock that the stockholder has held for six months or less, after applying the holding period rules, will be treated as a long-term capital loss, to the extent of distributions received by the U.S. Stockholder from us that were required to be treated as long-term capital gains.

Treatment of Tax-Exempt Stockholders.    Distributions from us to a tax-exempt employee pension trust or other domestic tax-exempt stockholder generally will not constitute “unrelated business taxable income,” which we refer to as “UBTI,” unless the stockholder has borrowed to acquire or carry its stock or has used the shares in a trade or business.

However, for tax-exempt stockholders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans exempt from federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Internal Revenue Code, respectively, income

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from an investment in us will constitute UBTI unless the organization properly sets aside or reserves such amounts for purposes specified in the Internal Revenue Code. These tax-exempt stockholders should consult their own tax advisors concerning these “set aside” and reserve requirements.

Qualified trusts that hold more than 10% (by value) of the shares of a “pension-held REIT” may be required to treat a certain percentage of such a REIT’s distributions as UBTI. A REIT is a “pension-held REIT” only if the REIT would not qualify as such for federal income tax purposes but for the application of a “look-through” exception to the five or fewer requirement applicable to shares held by qualified trusts and the REIT is “predominantly held” by qualified trusts. A REIT is predominantly held if either at least one qualified trust holds more than 25% by value of the REIT interests or qualified trusts, each owning more than 10% by value of the REIT interests, holds in the aggregate more than 50% of the REIT interests. The percentage of any REIT dividend treated as UBTI is equal to the ratio of (a) the UBTI earned by the REIT (treating the REIT as if it were a qualified trust and therefore subject to tax on UBTI) to (b) the total gross income (less certain associated expenses) of the REIT. In the event that this ratio is less than 5% for any year, then the qualified trust will not be treated as having received UBTI as a result of the REIT dividend. For these purposes, a qualified trust is any trust described in Section 401(a) of the Internal Revenue Code and exempt from tax under Section 501(a) of the Internal Revenue Code.

Special Tax Considerations For Non-U.S. Stockholders

In general, non-U.S. Stockholders will be subject to regular federal income tax with respect to their investment in us if the income from the investment is “effectively connected” with the non-U.S. Stockholder’s conduct of a trade or business in the United States. A corporate non-U.S. Stockholder that receives income that is (or is treated as) effectively connected with a U.S. trade or business also may be subject to the branch profits tax under Section 884 of the Internal Revenue Code, which is imposed in addition to regular federal income tax at the rate of 30%, subject to reduction under a tax treaty, if applicable. Effectively connected income that meets various certification requirements will generally be exempt from withholding. The following discussion will apply to non-U.S. Stockholders whose income from their investments in us is not so effectively connected (except to the extent that the FIRPTA rules discussed below treat such income as effectively connected income).

Distributions by us that are not attributable to gain from the sale or exchange by us of a “United States real property interest” and that we do not designate as a capital gain distribution will be treated as an ordinary income dividend to the extent that we pay the distribution out of our current or accumulated earnings and profits. Generally, any ordinary income dividend will be subject to a federal income tax, required to be withheld by us, equal to 30% of the gross amount of the dividend, unless an applicable tax treaty reduces this tax. Such a distribution in excess of our earnings and profits will be treated first as a return of capital that will reduce a non-U.S. Stockholder’s basis in its stock (but not below zero) and then as gain from the disposition of such stock, the tax treatment of which is described under the rules discussed below with respect to dispositions of stock.

Distributions by us with respect to our common stock that are attributable to gain from the sale or exchange of a United States real property interest will be treated as ordinary dividends (taxed as described above) to a non-U.S. Stockholder as long as our common stock is “regularly traded” on an established securities market if the non-U.S. Stockholder did not own more than 5% of such class of stock at any time during the one-year period preceding the distribution. Capital gain dividends distributed to a non-U.S. Stockholder that held more than 5% of our common stock in the year preceding the distribution will be taxed under the Foreign Investment in Real Property Tax Act of 1980, or “FIRPTA.” Such distributions are taxed to a non-U.S. Stockholder as if the distributions were gains “effectively connected” with a United States trade or business. Accordingly, a non-U.S. Stockholder will be required to report such gains on U.S. federal income tax returns and will be taxed at the normal capital gain rates applicable to a U.S. Stockholder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). Such distributions also may be subject to a 30% branch profits tax when made to a foreign corporation that is not entitled to an exemption or reduced branch profits tax rate under a tax treaty.

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Although the law is not clear on this matter, it appears that amounts designated by us as undistributed capital gains in respect of our stock generally should be treated with respect to non-U.S. Stockholders in the same manner as actual distributions by us of capital gain dividends.

Although tax treaties may reduce our withholding obligations, we generally will be required to withhold from distributions to non-U.S. Stockholders, and remit to the IRS, 30% of ordinary dividends paid out of earnings and profits. Special withholding rules apply to capital gain dividends that are not recharacterized as ordinary dividends. In addition, we may be required to withhold 10% of distributions in excess of our current and accumulated earnings and profits. If the amount of tax withheld by us with respect to a distribution to a non-U.S. Stockholder exceeds the stockholder’s United States tax liability, the non-U.S. Stockholder may file for a refund of such excess from the IRS.

We expect to withhold federal income tax at the rate of 30% on all distributions (including distributions that later may be determined to have been in excess of current and accumulated earnings and profits) made to a non-U.S. Stockholder unless:

• a lower treaty rate applies and the non-U.S. Stockholder files with us an IRS Form W-8BEN evidencing eligibility for that reduced treaty rate;

• the non-U.S. Stockholder files with us an IRS Form W-8ECI claiming that the distribution is income effectively connected with the non-U.S. Stockholder’s trade or business so that no withholding tax is required; or

• the distributions are treated for FIRPTA withholding tax purposes as attributable to a sale of a U.S. real property interest, in which case tax will be withheld at a 35% rate.

Unless our stock constitutes a “United States real property interest” within the meaning of FIRPTA, a sale of our stock by a non-U.S. Stockholder generally will not be subject to federal income taxation. Our stock will not constitute a United States real property interest if we are a “domestically controlled qualified investment entity.” A domestically controlled qualified investment entity is a REIT in which at all times during a specified testing period less than 50% in value of its shares is held directly or indirectly by non-U.S. Stockholders. We currently anticipate that we will be a domestically controlled qualified investment entity and, therefore, that the sale of our stock will not be subject to taxation under FIRPTA. However, because our stock will be publicly traded, we cannot assure you that we will be a domestically controlled qualified investment entity. If we were not a domestically controlled qualified investment entity, a non-U.S. Stockholder’s sale of our stock would be subject to tax under FIRPTA as a sale of a United States real property interest unless the stock were “regularly traded” on an established securities market (such as the New York Stock Exchange) on which the stock will be listed and the selling stockholder owned no more than 5% of the common stock throughout the applicable testing period. If the gain on the sale of stock were subject to taxation under FIRPTA, the non-U.S. Stockholder would be subject to the same treatment as a U.S. Stockholder with respect to the gain (subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). However, even if our stock is not a United States real property interest, a nonresident alien individual’s gains from the sale of stock will be taxable if the nonresident alien individual is present in the United States for 183 days or more during the taxable year and certain other conditions apply, in which case the nonresident alien individual will be subject to a 30% tax on his or her U.S.-source capital gains.

A purchaser of our stock from a non-U.S. Stockholder will not be required to withhold under FIRPTA on the purchase price if the purchased stock is “regularly traded” on an established securities market. Otherwise, the purchaser of our stock from a non-U.S. Stockholder may be required to withhold 10% of the purchase price and remit this amount to the IRS. Our common stock currently is traded on the New York Stock Exchange. We believe that we qualify under the regularly traded exception to withholding, but we cannot provide any assurance to that effect.

Upon the death of a nonresident alien individual, that individual’s ownership of our stock will be treated as part of his or her U.S. estate for purposes of the U.S. estate tax, except as may be otherwise provided in an applicable estate tax treaty.

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Information Reporting Requirements and Backup Withholding Tax

U.S. Stockholders.    In general, information reporting requirements will apply to payments of distributions on our stock and payments of the proceeds of the sale of our stock, unless an exception applies. Further, the payer will be required to withhold backup withholding tax if:

• the payee fails to furnish a taxpayer identification number to the payer or to establish an exemption from backup withholding;

• the IRS notifies the payer that the taxpayer identification number furnished by the payee is incorrect;

• a notified payee has been under-reporting with respect to interest, dividends or original issue discount described in Section 3406(c) of the Internal Revenue Code; or

• the payee has failed to certify under the penalty of perjury that the payee is not subject to backup withholding under the Internal Revenue Code.

Some stockholders, including corporations, will be exempt from backup withholding. Any amounts withheld under the backup withholding rules from a payment to a stockholder will be allowed as a credit against the stockholder’s federal income tax and may entitle the stockholder to a refund, provided that the stockholder furnishes the required information to the IRS.

Non-U.S. Stockholders.    Generally, information reporting will apply to payments of distributions on Duke’s stock, and backup withholding may apply, unless the payee certifies that it is not a U.S. person or otherwise establishes an exemption.

The payment of the proceeds from the disposition of our stock to or through the U.S. office of a U.S. or foreign broker will be subject to information reporting and, possibly, backup withholding unless the non-U.S. Stockholder certifies as to its non-U.S. status or otherwise establishes an exemption, provided that the broker does not have actual knowledge that the stockholder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied. The proceeds of the disposition by a non-U.S. Stockholder of our stock to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, if the broker is a U.S. person, a controlled foreign corporation for U.S. tax purposes or a foreign person 50% or more whose gross income from all sources for specified periods is from activities that are effectively connected with a U.S. trade or business, information reporting generally will apply unless the broker has documentary evidence as to the non-U.S. Stockholder’s foreign status and has no actual knowledge to the contrary.

Applicable Treasury regulations provide presumptions regarding the status of stockholders when payments to the stockholders cannot be reliably associated with appropriate documentation provided to the payer. Under these Treasury regulations, some stockholders are required to have provided new certifications with respect to payments made after December 31, 2000. Because the application of these Treasury regulations varies depending on the stockholder’s particular circumstances, you should consult your tax advisor regarding the information reporting requirements applicable to you.

Tax Aspects of the Operating Partnership

General.    The Operating Partnership holds substantially all of our investments. In general, partnerships are “pass-through” entities that are not subject to federal income tax. Rather, partners are allocated their proportionate shares of the items of income, gain, loss, deduction and credit of a partnership, and are potentially subject to tax thereon, without regard to whether the partners receive a distribution from the partnership. We include in our income our proportionate share of these Operating Partnership items for purposes of the various REIT income tests and in the computation of our REIT taxable income. Moreover, for purposes of the REIT asset tests, we include our proportionate share of assets held by the Operating Partnership.

Tax Allocations with Respect to the Properties.    Pursuant to Section 704(c) of the Internal Revenue Code, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership, must be allocated in a manner such that the

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contributing partner is charged with the unrealized gain, or benefits from the unrealized loss, associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss is generally equal to the difference between the fair market value of contributed property at the time of contribution and the adjusted tax basis of the property at the time of contribution, which we refer to as a “book-tax difference.” These allocations are solely for federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners. The Operating Partnership was formed by way of contributions of appreciated property. Consequently, the partnership agreement of the Operating Partnership requires allocations to be made in a manner consistent with Section 704(c) of the Internal Revenue Code.

In general, the partners who have contributed interests in appreciated properties to the Operating Partnership will be allocated lower amounts of depreciation deductions for tax purposes than such deductions would be if determined on a pro rata basis. In addition, in the event of the disposition of any of the contributed assets that have a book-tax difference, all taxable income attributable to the book-tax difference generally will be allocated to the contributing partners, and we generally will be allocated only our share of capital gains attributable to appreciation, if any, occurring after the closing of the acquisition of the properties. This will tend to eliminate the book-tax difference over the life of the Operating Partnership. However, the special allocation rules of Section 704(c) of the Internal Revenue Code do not always entirely eliminate the book-tax difference on an annual basis or with respect to a specific taxable transaction such as a sale. Thus, the carryover basis of the contributed assets in the hands of the Operating Partnership will cause us to be allocated lower depreciation and other deductions and possibly amounts of taxable income in the event of a sale of the contributed assets in excess of the economic or book income allocated to it as a result of the sale. This may cause us to recognize taxable income in excess of cash proceeds, which might adversely affect our ability to comply with the REIT distribution requirements.

Treasury Regulations under Section 704(c) of the Internal Revenue Code provide partnerships with a choice of several methods of accounting for book-tax differences, including the “traditional method” that may leave some of the book-tax differences unaccounted for, or the election of certain methods which would permit any distortions caused by a book-tax difference to be entirely rectified on an annual basis or with respect to a specific taxable transaction such as a sale. For most property contributions, we, along with the Operating Partnership, have determined to use the “traditional method” for accounting for book-tax differences with respect to the properties contributed to the Operating Partnership. As a result of this determination, distributions to stockholders will be comprised of a greater portion of taxable income and less return of capital than if another method for accounting for book-tax differences had been selected. We, along with the Operating Partnership, have not determined which of the alternative methods of accounting for book-tax differences will be elected with respect to properties contributed to the Operating Partnership in the future.

With respect to any property purchased by the Operating Partnership, this property initially will have a tax basis equal to its fair market value and Section 704(c) of the Internal Revenue Code will not apply.

Basis in Operating Partnership Interest.    Our adjusted tax basis in its interest in the Operating Partnership generally:

• will equal the amount of cash and the basis of any other property that we contributed to the Operating Partnership;

• will increase by our allocable share of the Operating Partnership’s income and our allocable share of debt of the Operating Partnership; and

• will decrease, but not below zero, by our allocable share of losses suffered by the Operating Partnership, the amount of cash distributed to us, and constructive distributions resulting from a reduction in our share of debt of the Operating Partnership.

If the allocation of our distributive share of the Operating Partnership’s loss exceeds the adjusted tax basis of our partnership interest in the Operating Partnership, the recognition of the excess loss will be deferred until such time and to the extent that we have an adjusted tax basis in our interest in the Operating Partnership. To the extent that the Operating Partnership’s distributions, or any decrease in our share of the debt of the Operating

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Partnership (such decreases being considered a cash distribution to the partners) exceed our adjusted tax basis, the excess distributions (including such constructive distributions) constitute taxable income to us. This taxable income normally will be characterized as long-term capital gain if we have held our interest in the Operating Partnership for longer than one year, subject to reduced tax rates described above for non-corporate U.S. Stockholders, to the extent designated by us as a capital gain dividend. Under current law, capital gains and ordinary income of corporations generally are taxed at the same marginal rates.

Sale of the Properties.    Our share of gain realized by the Operating Partnership on the sale of any property held by the Operating Partnership as inventory or other property held primarily for sale to customers in the ordinary course of the Operating Partnership’s trade or business will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. Prohibited transaction income also may have an adverse effect upon our ability to satisfy the income tests for qualification as a REIT. Under existing law, whether the Operating Partnership holds its property as inventory or primarily for sale to customers in the ordinary course of its trade or business is a question of fact that depends on all the facts and circumstances with respect to the particular transaction. The Operating Partnership intends to hold the properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing, owning and operating the properties and to make such occasional sales of the properties, including peripheral land, as are consistent with the Operating Partnership’s investment objectives.

State and Local Tax

We and our stockholders may be subject to state and local tax in various states and localities, including those in which we or they transact business, own property or reside. The tax treatment of us and the stockholders in such jurisdictions may differ from the federal income tax treatment described above. Consequently, prospective stockholders should consult their own tax advisors regarding the effect of state and local tax laws on an investment in our stock.

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SELLING SECURITYHOLDERS

Selling securityholders are persons or entities that, directly or indirectly, have acquired or will from time to time acquire from us or the Operating Partnership common stock, preferred stock, depositary shares, warrants, stock purchase contracts, debt securities or units, as applicable, in various private transactions. Such selling securityholders may be parties to registration rights agreements with us, or we otherwise may have agreed or will agree to register their securities for resale. The initial purchasers of our securities, as well as their transferees, pledgees, donees or successors, all of whom we refer to as “selling securityholders,” may from time to time offer and sell the securities pursuant to this prospectus and any applicable prospectus supplement.

The selling securityholders may offer for sale all or some portion of the securities that they hold. To the extent that any of the selling securityholders are broker or dealers, they are deemed to be, under interpretations of the SEC, “underwriters” within the meaning of the Securities Act.

The applicable prospectus supplement will set forth the name of each of the selling securityholders and the number and classes of our securities beneficially owned by such selling securityholders that are covered by such prospectus supplement. The applicable prospectus supplement will also disclose whether any of the selling securityholders has held any position or office with, has been employed by or otherwise has had a material relationship with us during the three years prior to the date of the prospectus supplement.

PLAN OF DISTRIBUTION

Duke, the Operating Partnership and the selling securityholders may sell the securities offered under this prospectus:

• through underwriting syndicates represented by one or more managing underwriters;

• to or through underwriters or dealers;

• to or through agents;

• directly to one or more purchasers; or

• through a combination of any such method of sale.

Such sales may be made from time to time in one or more transactions at:

• a fixed price;

• market prices prevailing at the time of sale;

• prices related to prevailing market prices; or

• negotiated prices.

Any of the prices may represent a discount from the prevailing market prices.

Duke, the Operating Partnership and the selling securityholders will describe the name or names of any underwriters, dealers or agents and the purchase price of the securities in a prospectus supplement relating to the securities.

Any underwritten offering may be on a best efforts or a firm commitment basis. If underwriters are used in the sale, the securities acquired by the underwriters will be for their own account. The underwriters may resell such securities from time to time in one or more transactions, including, without limitation, negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters, at the time of sale. Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriters. The obligations, if any, of the underwriter to purchase any securities will be subject to certain conditions. The underwriters will be obligated to purchase all of the securities if any are purchased.

In connection with the sale of the securities, underwriters may receive compensation from Duke, the Operating Partnership, selling securityholders or from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and these dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Any public offering price and any discounts or concessions allowed, reallowed, or paid to dealers may be changed from time to time. Underwriters, dealers and agents that participate in the distribution of the securities may be deemed to be underwriters, and any discounts or commissions they receive from Duke or the Operating Partnership, and any profit on the resale of the securities they realize, may be deemed to be underwriting discounts and commissions, under the Securities Act. The prospectus supplement will identify any underwriter or agent and will describe any compensation they receive from Duke or the Operating Partnership.

We may also make direct sales through subscription rights distributed to our shareholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to shareholders, if all of the securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers, or agents, including standby underwriters, to sell the unsubscribed securities to third parties.

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Pursuant to this registration, we intend to provide applicable selling securityholders with freely tradable securities, although the registration of these securities does not necessarily mean that securities will be offered or sold by such selling securityholders under this prospectus.

We will not receive any proceeds from the sale of the securities by the selling securityholders, but in certain cases we may pay fees and expenses relating to the registration or an offering of such securities, such as registration and filing fees, fees and expenses for complying with federal and state securities laws and NASD rules and regulations, and fees and expenses incurred in connection with a listing, if any, of any of the securities on any securities exchange or association.

The selling securityholders and any dealers or agents that participate in the distribution of such securities may be deemed to be “underwriters” within the meaning of the Securities Act and any profit on the resale of the securities by them and any commissions received by any of these dealers or agents might be deemed to be underwriting commissions under the Securities Act.

To the extent required, the securities to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part.

Underwriters and agents in any distribution contemplated hereby, including but not limited to at-the-market equity offerings, may from time to time include Cantor Fitzgerald & Co. and Brinson Patrick Securities Corporation, among others. If we reach an agreement with an underwriter on a placement, including the number of shares of common stock to be offered in the placement and any minimum price below which sales may not be made, such underwriter would agree to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to try to sell such shares on such terms. Underwriters could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act, sales made directly on the New York Stock Exchange, the existing trading market for Duke’s common stock, or sales made to or through a market maker other than on an exchange. At-the-market offerings may not exceed 10% of the aggregate market value of Duke’s outstanding voting securities held by non-affiliates on a date within 60 days prior to the filing of the registration statement of which this prospectus is a part. The name of any such underwriter or agent involved in the offer and sale of Duke’s common stock, the amounts underwritten, and the nature of its obligations to take Duke’s common stock will be described in the applicable prospectus supplement.

Unless otherwise specified in the prospectus supplement, each series of the securities will be a new issue with no established trading market, other than Duke’s common stock, which is currently listed on the New York Stock Exchange. We currently intend to list any shares of common stock sold pursuant to this prospectus on the New York Stock Exchange. We may elect to list any series of debt securities, preferred stock or depositary shares on an exchange, but are not obligated to do so. It is possible that one or more underwriters may make a market in a series of the securities, but underwriters will not be obligated to do so and may discontinue any market making at any time without notice. Therefore, we can give no assurance about the liquidity of the trading market for any of the securities.

Under agreements we may enter into, we may indemnify underwriters, dealers and agents who participate in the distribution of the securities against certain liabilities, including liabilities under the Securities Act, or contribute with respect to payments that the underwriters, dealers or agents may be required to make.

From time to time, we may engage in transactions with these underwriters, dealers and agents in the ordinary course of business.

If indicated in the prospectus supplement, we may authorize underwriters or other persons acting as our agents to solicit offers by institutions to purchase securities from us pursuant to contracts providing for payment and delivery on a future date. Institutions with which we may make these delayed delivery contracts include commercial and savings banks, insurance companies, pension funds, investment companies, educational and

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charitable institutions and others. The obligations of any purchaser under any such delayed delivery contract will be subject to the condition that the purchase of the securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility with regard to the validity or performance of these delayed delivery contracts.

LEGAL MATTERS

Legal matters in connection with this offering, including the validity of the offered securities, are being passed upon for us by Alston & Bird LLP, Atlanta, Georgia.

EXPERTS

The consolidated financial statements and related schedules of Duke and of the Operating Partnership as of December 31, 2008 and 2007, and for each of the years in the three-year period ended December 31, 2008 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2008, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit reports covering the December 31, 2008, 2007 and 2006 financial statements refer to the retrospective application of Financial Accounting Standards Board (FASB) Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement); FASB No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51; and FASB Staff Position No. EITF 03-06-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities, which all became effective on January 1, 2009.

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses (all of which are estimated) we expect to incur in connection with the issuance and distribution of the securities being registered under this registration statement, other than underwriting discounts and commissions:

Item	Amount to be paid
SEC registration fee		*
Blue Sky fees and expenses		**
Legal fees and expenses		**
Accounting fees and expenses		**
Printing and reproduction expenses		**
Trustee and registrar fees and expenses		**
Miscellaneous expenses		**
Total		**

* To be deferred pursuant to Rule 456(b) and calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r).

** To be filed by amendment, Rule 424 filing or a Current Report on Form 8-K in connection with an offering of securities hereunder.

Item 15. Indemnification of Directors and Officers

We are an Indiana corporation. Our officers and directors are and will be indemnified under Indiana law, our Fourth Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), and the partnership agreements of the Operating Partnership and Duke Realty Services Limited 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. Our 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.

Our 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 us or our shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to us or our shareholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for voting for or assenting to an unlawful distribution, or (4) for any transaction from which the director derived an improper personal benefit. Section 13.02 of the Articles of Incorporation generally provides that any of our directors or officers or any person who is serving at our request as a director, officer, employee or agent of another entity shall be indemnified and held harmless by us 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 our request. Section 13.02 of our Articles of Incorporation also provides such persons with certain rights to be paid by us the expenses incurred in defending any such proceeding in advance of the final disposition and the right to enforce indemnification claims against us by bringing suit against us.

Our Articles of Incorporation authorize us to maintain insurance to protect us and any of our directors, officers, employees or agents or those of another corporation, partnership, joint venture, trust or other enterprise against expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the IBCL. We currently maintain officer and director liability insurance.

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

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Duke pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 16. Exhibits

Exhibit No.	Description
1.1	Form of Underwriting Agreement (including the form of Terms Agreement attached thereto as Exhibit A).**
4.1	Fourth Amended and Restated Articles of Incorporation of Duke Realty Corporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on July 29, 2009, File No. 001-09044, and incorporated herein by this reference).
4.2	Fourth Amended and Restated By-Laws of Duke Realty Corporation (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on July 29, 2009, File No. 001-09044, and incorporated herein by this reference).
4.3	Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership.**

4.4	Indenture, dated as of July 28, 2006, by and between Duke Realty Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as successor to J.P. Morgan Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3, as filed with the SEC on July 31, 2006, File No. 333-136173, and incorporated herein by this reference).
4.5	Specimen of Preferred Stock Certificate and Form of Preferred Stock Designations.*
4.6	Form of Deposit Agreement.*
4.7	Form of Depositary Receipt.*
4.8	Form of Warrant Agreement.*
4.9	Form of Purchase Contract.*
4.10	Form of Unit Agreement.*
5.1	Opinion of Alston & Bird LLP.**
8.1	Tax Opinion of Alston & Bird LLP.**
12.1	Statement of computation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends of Duke Realty Corporation.**
12.2	Statement of computation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred unit dividends of Duke Realty Limited Partnership.**
23.1	Consent of Alston & Bird LLP (included in Exhibits 5.1 and 8.1 filed herewith).

23.2	Consent of KPMG LLP.**
24.1	Powers of Attorney.**
25.1	Statement of Eligibility of Trustee on Form T-1.**

* To be filed by amendment to the registration statement or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.

** Filed herewith.

Item 17. Undertakings

(a) The undersigned registrant 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 the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the Plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

    (2) That, for the purposes 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.

    (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

    (5) That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Registrant’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 the 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) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 or against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 July 31, 2009.

DUKE REALTY CORPORATION
By:	/S/    DENNIS D. OKLAK
	Name:	Dennis D. Oklak
	Title:	Chairman and Chief Executive Officer
By:	/S/    CHRISTIE B. KELLY
	Name:	Christie B. Kelly
	Title:	Executive Vice President and Chief Financial Officer

DUKE REALTY LIMITED PARTNERSHIP
By:	Duke Realty Corporation, in its capacity as sole General Partner
	By:	/S/    DENNIS D. OKLAK
		Name:	Dennis D. Oklak
		Title:	Chairman and Chief Executive Officer
	By:	/S/    CHRISTIE B. KELLY
		Name:	Christie B. Kelly
		Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/S/    DENNIS D. OKLAK         Dennis D. Oklak	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	July 29, 2009
/S/    CHRISTIE B. KELLY         Christie B. Kelly	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 29, 2009
* Thomas J. Baltimore, Jr.	Director	July 29, 2009
* Barrington H. Branch	Director	July 29, 2009
* Geoffrey Button	Director	July 29, 2009
* William Cavanaugh III	Director	July 29, 2009
* Ngaire E. Cuneo	Director	July 29, 2009
* Charles R. Eitel	Director	July 29, 2009

* Martin C. Jischke, PhD	Director	July 29, 2009
* L. Ben Lytle	Director	July 29, 2009
* Jack R. Shaw	Director	July 29, 2009
* Lynn C. Thurber	Director	July 29, 2009
* Robert J. Woodward, Jr.	Director	July 29, 2009

*	By:	/S/    HOWARD L. FEINSAND
		Howard L. Feinsand
		Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.	Description
1.1	Form of Underwriting Agreement (including the form of Terms Agreement attached thereto as Exhibit A).
4.3	Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership.
5.1	Opinion of Alston & Bird LLP.
8.1	Tax Opinion of Alston & Bird LLP.
12.1	Statement of computation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends of Duke Realty Corporation.
12.2	Statement of computation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred unit dividends of Duke Realty Limited Partnership.
23.2	Consent of KPMG LLP.
24.1	Powers of Attorney.
25.1	Statement of Eligibility of Trustee on Form T-1.

EX-1.1

Exhibit 1.1

DUKE REALTY CORPORATION

(an Indiana Corporation)

DUKE REALTY LIMITED PARTNERSHIP

(an Indiana limited partnership)

Common Stock, Preferred Stock, Depositary Shares, Warrants,

Stock Purchase Contracts, Duke Units and Debt Securities

UNDERWRITING AGREEMENT

Dated: [            ], 20[    ]

The Representatives Named in the Terms Agreement

Ladies and Gentlemen:

Duke Realty Corporation (the “Company”) may from time to time offer in one or more series (i) shares of Common Stock, $.01 par value (the “Common Stock”), (ii) shares of preferred stock, $.01 par value (the “Preferred Stock”), (iii) shares of Preferred Stock represented by depositary shares (the “Depositary Shares”), (iv) warrants to purchase Common Stock, Preferred Stock and/or Depositary Shares (“Warrants”), (v) stock purchase contracts to purchase Common Stock, Preferred Stock and/or Depositary Shares (“Stock Purchase Contracts”), and (vi) units comprised of one or more of the Securities (as defined below) (“Duke Units”). Duke Realty Limited Partnership (the “Operating Partnership”) may from time to time offer in one or more series unsecured non-convertible investment grade debt securities (the “Debt Securities”). The Common Stock, Preferred Stock, Depositary Shares, Warrants, Stock Purchase Contracts, Duke Units and Debt Securities (collectively, the “Securities”) may be offered, separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more Prospectus Supplements as hereinafter defined. The Debt Securities will be issued under one or more indentures, as amended or supplemented (each, an “Indenture”), between the Operating Partnership and a trustee (a “Trustee”). Each series of Debt Securities may vary, as applicable, as to aggregate principal amount, maturity date, interest rate or formula and timing of payments thereof, redemption or repayment provisions, and any other variable terms which the Indenture contemplates may be set forth in the Debt Securities as issued from time to time. As used herein, “the Representatives,” unless the context otherwise requires, shall mean the parties, identified in the applicable Terms Agreement (as hereinafter defined) as the Representatives with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto.

Whenever the Company or the Operating Partnership determines to make an offering of Securities through the Representatives or through an underwriting syndicate managed by the Representatives, the Company or the Operating Partnership, as the case may be, will enter into an agreement (the “Terms Agreement”) providing for the sale of such Securities (the “Underwritten Securities”) to, and the purchase and offering thereof by, the Representatives and such other underwriters, if any, selected by the Representatives as have authorized the Representatives to enter into such Terms Agreement on their behalf (the “Underwriters,” which term shall include the Representatives whether acting alone in the sale of the Underwritten Securities or as a member of an underwriting syndicate and any Underwriter substituted pursuant to Section 10 hereof). In addition to specifying the names of the Representatives, the Terms Agreement relating to the offering of Underwritten Securities shall specify the amount of Underwritten Securities to be initially issued (the “Initial Securities”), the names of the Underwriters

participating in such offering (subject to substitution as provided in Section 10 hereof), the amount of Initial Securities which each such Underwriter severally agrees to purchase, the price at which the Initial Securities are to be purchased by the Underwriters from the Company or the Operating Partnership, as the case may be, the initial public offering price, if any, of the Initial Securities, the form, time, date and place of delivery and payment, any delayed delivery arrangements and any other variable terms of the Initial Securities (including, but not limited to, current ratings, designations, liquidation preferences, voting and other rights, denominations, interest rates or formulas, interest payment dates, maturity dates and redemption or repayment provisions applicable to the Initial Securities). In addition, each Terms Agreement shall specify whether the Underwriters will be granted an option to purchase additional Underwritten Securities to cover over-allotments, if any, and the aggregate amount of Underwritten Securities subject to such option (the “Option Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between the Representatives and the Company or the Operating Partnership, as the case may be. Each offering of Underwritten Securities through the Representatives or through an underwriting syndicate managed by the Representatives will be governed by this Agreement, as supplemented by the applicable Terms Agreement.

The Company and the Operating Partnership have filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-                    ) for the registration of the Securities under the Securities Act of 1933, as amended (the “1933 Act”), and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”), and the Company and the Operating Partnership have filed such amendments thereto as may have been required prior to the execution of the applicable Terms Agreement. Such registration statement (as amended, if applicable), pursuant to the 1933 Act and the 1933 Act Regulations, automatically became effective upon the filing thereof with the Commission, and the Indenture included in such registration statement has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). Such registration statement, as amended to the date of the applicable Terms Agreement, including the information, if any, deemed to be part thereof pursuant to Rule 430A or Rule 430(B) of the 1933 Act Regulations, and the prospectus constituting a part thereof in the form first used to confirm sales of the Underwritten Securities (or in the form first made available to the Representatives to meet requests of purchasers pursuant to Rule 173 under the 1933 Act) (the “Basic Prospectus”), together with each prospectus supplement specifically relating to the offering of Underwritten Securities in the form first used to confirm sales of the Underwritten Securities (or in the form first made available to the Representatives to meet requests of purchasers pursuant to Rule 173 under the 1933 Act) pursuant to Rule 415 of the 1933 Act Regulations (each, a “Prospectus Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”) or otherwise, are collectively referred to herein as the “Registration Statement” and the “Prospectus,” respectively; and the term “preliminary prospectus” means the Basic Prospectus together with any preliminary form of the Prospectus Supplement. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act and “Time of Sale Prospectus” means the Basic Prospectus and, if any preliminary prospectus is used, the preliminary prospectus together with the free writing prospectuses, if any, each identified in Schedule I to the applicable Terms Agreement. Any registration statement (including any supplement thereto or information which is deemed part thereof) filed by the Company or the Operating Partnership under Rule 462(b) of the 1933 Act Regulations (a “Rule 462(b) Registration Statement”) shall be deemed to be part of the Registration Statement. Any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in the Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. The term “Time of Sale

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Prospectus” shall also include the documents, if any, incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the Time of Sale Prospectus, the Prospectus, or the free writing prospectuses (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus, the Prospectus, or the free writing prospectuses, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Time of Sale Prospectus, the Prospectus, or the free writing prospectuses shall be deemed to mean and include the filing of any document under the 1934 Act which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus, the Prospectus, or the free writing prospectuses, as the case may be.

The term “subsidiary” means a corporation or a partnership a majority of the outstanding voting stock or partnership interests, as the case may be, of which is owned or controlled, directly or indirectly, by the Company or the Operating Partnership, as the case may be, or by one or more other subsidiaries of the Company or the Operating Partnership.

SECTION 1. Representations and Warranties of the Company and the Operating Partnership.

(a) The Company and the Operating Partnership represent and warrant, jointly and severally, to the Representatives, as of the date hereof, and to the Representatives and each other Underwriter named in the applicable Terms Agreement, as of the date thereof, as of the Closing Time (as defined below) and, if applicable, as of each Date of Delivery (as defined below) (in each case, a “Representation Date”), as follows:

(i) Pursuant to the 1933 Act and the 1933 Act Regulations, the Registration Statement automatically became effective upon the filing thereof with the Commission; no stop order suspending the effectiveness of the Registration Statement has been received by the Company, and, to the Company’s knowledge, no proceedings for such purpose are pending before or threatened by the Commission or by the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. The Registration Statement is an “automatic effective registration statement” as defined under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company or the Operating Partnership. No stop order preventing or suspending the use of the Time of Sale Prospectus or the Prospectus has been received by the Company, and, to the Company’s knowledge, no proceedings for such purpose are pending before or threatened by the Commission or by the state securities authority of any jurisdiction. If the Registration Statement is an automatic shelf registration statement as defined in Rule 405 under the 1933 Act, the Company or the Operating Partnership, as applicable, is a well-known seasoned issuer (as defined in Rule 405 under the 1933 Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company or the Operating Partnership, as applicable, has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.

(ii) The Registration Statement at the time the Registration Statement became effective, complied, and as of each Representation Date will comply, in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1939 Act and the rules and regulations thereunder (the “1939 Act Regulations”). The Registration Statement, at

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the time the Registration Statement became effective, did not, and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, at the time of each sale of the applicable Underwritten Securities (the “Applicable Time”), the Closing Time and the Date of Delivery, if any, as then amended or supplemented by the Company, if applicable, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Time and Date of Delivery, if any, will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, however, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company or the Operating Partnership in writing by any Underwriter through the Representatives expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to that part of the Registration Statement which shall constitute the Statement of Eligibility on Form T-1 under the 1939 Act (the “Statement of Eligibility”) of a Trustee under an Indenture. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Company and the Operating Partnership have complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees therefor.

(iii) Each preliminary prospectus, the Time of Sale Prospectus, the Prospectus, and any Prospectus Supplement filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 or Rule 433 (to the extent prepared by the Company) under the 1933 Act, complied or will comply when so filed in all material respects with the 1933 Act and the 1933 Act Regulations thereunder.

(iv) The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus pursuant to Item 12 of Form S-3 under the 1933 Act, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”), and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Representation Date or during the period specified in Section 3(h), did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(v) Each of the Company and the Operating Partnership is not an “ineligible issuer” in connection with the offering of the applicable Underwritten Securities pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Company or the Operating Partnership is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the Commission in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company and the Operating Partnership has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or on behalf of or used or referred to by the Company and the Operating Partnership complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule I to the

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applicable Terms Agreement, and electronic road shows each furnished to you before first use, if any, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

(vi) KPMG LLP, the accounting firm that audited the financial statements and supporting schedules included in, or incorporated by reference into, the Registration Statement, Time of Sale Prospectus and the Prospectus, are independent public accountants as required by the 1933 Act and the 1933 Act Regulations.

(vii) The financial statements included in, or incorporated by reference into, the Registration Statement, Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, present fairly the financial position of the respective entity or entities presented therein at the respective dates indicated and the results of their operations for the respective periods specified. Except as otherwise stated in the Registration Statement, Time of Sale Prospectus and the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved. The supporting schedules included or incorporated by reference in the Registration Statement, Time of Sale Prospectus and the Prospectus present fairly the information required to be stated therein. The Company’s ratios of earnings to fixed charges (actual and, if any, pro forma) included in the Prospectus under the caption “Ratios of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-K of the Commission. The financial information and data included in the Registration Statement, Time of Sale Prospectus and the Prospectus present fairly the information included therein and have been prepared on a basis consistent with that of the financial statements included or incorporated by reference in the Registration Statement, Time of Sale Prospectus and the Prospectus and the books and records of the respective entities presented therein. Pro forma financial information included in or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus has been prepared in accordance with the applicable requirements of the 1933 Act and the 1933 Act Regulations and includes all adjustments necessary to present fairly the pro forma financial position of the Operating Partnership and the Company, as applicable, at the respective dates indicated and the results of operations for the respective periods specified.

(viii) Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus (in the case of the Registration Statement and the Prospectus, as updated by information incorporated by reference therein), except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets or business prospects of the Company, the Operating Partnership and any of their respective subsidiaries, whether or not arising in the ordinary course of business; (B) there has been no adverse change, material to the Duke Group (as hereinafter defined) as a whole, in the condition, financial or otherwise, or in the earnings, assets or business prospects of any of the real properties owned, directly or indirectly, by the Company, the Operating Partnership or any subsidiary (the “Properties”) or any entity wholly or partially owned by the Company, the Operating Partnership or any subsidiary which owns any Property (a “Property Partnership”) (the Company, the Operating Partnership, the subsidiaries and the Property Partnerships are hereinafter jointly referred to as the “Duke Group”), whether or not arising in the ordinary course of business; (C) no casualty loss, condemnation or other adverse event with respect to any Property has occurred, which is material to the Duke Group taken as a whole; (D) there have been no transactions or acquisitions entered into by the Duke Group, other than those arising in the ordinary course of business, which are material with respect to the Duke

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Group as a whole; (E) neither the Company, the Operating Partnership nor any of their respective subsidiaries has incurred any obligation or liability, direct, contingent or otherwise which is material to the Duke Group as a whole; (F) there has been no material change in the short-term debt or long-term debt of the Duke Group as a whole; (G) except for quarterly dividends on the Common Stock and dividends on the Preferred Stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock; and (H) with the exception of transactions in connection with stock option and dividend reinvestment plans, the issuance of shares of Common Stock upon the exchange of partnership interests in the Operating Partnership (“Units”) and the issuance of Units in connection with the acquisition of real or personal property, there has been no change in the capital stock or in the partnership interests, as the case may be, of the Company, the Operating Partnership or any subsidiary.

(ix) Each of the Company and the Operating Partnership has been duly formed, and is validly existing and in good standing as a corporation or partnership under the laws of its jurisdiction of organization, with corporate or partnership power and authority to conduct the business in which it is engaged or proposes to engage and to own, lease and operate its properties as described in the Time of Sale Prospectus and to enter into and perform its obligations under this Agreement, the Terms Agreement and the Indenture.

(x) Each of the Company’s and the Operating Partnership’s subsidiaries has been duly formed, and is validly existing and in good standing as a corporation or partnership under the laws of its jurisdiction of organization, with corporate or partnership power and authority to conduct the business in which it is engaged or proposes to engage and to own, lease and operate its properties as described in the Time of Sale Prospectus.

(xi) Each of the Company, the Operating Partnership, their respective subsidiaries and the Property Partnerships is duly qualified or registered as a foreign partnership or corporation in good standing and authorized to do business in each jurisdiction in which such qualification is required whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets or business prospects of the Duke Group considered as a single enterprise (a “Material Adverse Effect”).

(xii) If the applicable Underwritten Securities are issued by the Company, and if the Time of Sale Prospectus contains the caption “Capitalization,” the authorized, issued and outstanding shares of capital stock of the Company as of the date specified therein is as set forth in the column entitled “Historical” under such caption. All the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable and have been offered and sold in compliance with all applicable laws (including, without limitation, federal, state or foreign securities laws) and none of such shares of capital stock was issued in violation of preemptive or other similar rights of any securityholder of the Company.

(xiii) If the applicable Underwritten Securities are issued by the Operating Partnership, and if the Time of Sale Prospectus contains the caption “Capitalization,” the partner’s equity of the Operating Partnership is as set forth in the column entitled “Historical” under such caption. All the issued and outstanding Units have been duly authorized and are validly issued, fully paid and non-assessable, except as provided under Indiana Code § 23-16-7-8, and have been offered and sold or exchanged in compliance with all applicable laws (including, without limitation, federal, state or foreign securities laws).

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(xiv) All of the issued and outstanding shares of capital stock and partnership interests, as the case may be, of each subsidiary have been validly issued and fully paid and, other than the Property Partnerships, Duke Realty Services Limited Partnership (the “Services Partnership”) and Duke Construction Limited Partnership (the “Construction Partnership”), are owned by the Company, the Operating Partnership or a subsidiary, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Neither the Company nor the Operating Partnership owns any direct or indirect equity interest in any entity other than the subsidiaries and the Property Partnerships, except for such interests as, in the aggregate, are not material to the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Duke Group considered as a single enterprise. The Company is the sole general partner and a 1% owner of the Services Partnership, and the Operating Partnership is the sole limited partner and 90% owner of the Services Partnership. Duke Business Centers Corporation, a wholly-owned subsidiary of Duke Realty Construction, Inc. is the sole general partner and a 1% owner of the Construction Partnership. The 99% limited partnership interest of the Construction Partnership is owned by Duke Realty Construction, Inc., an Indiana corporation which is wholly owned by the Operating Partnership.

(xv) Except for transactions described in the Time of Sale Prospectus and transactions in connection with dividend reinvestment plans, stock option and other employee benefit plans and as otherwise set forth below, there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of, any shares of capital stock of or partnership or other equity interest in the Company, the Operating Partnership or any subsidiary except for the shares of Common Stock which may be issued in exchange for Units.

(xvi) Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each grant of a Stock Option was duly authorized, no later than the date on which the grant of such Stock Option was by its terms to be effective, by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) by the necessary number of votes or written consents, (ii) each such grant was made in accordance with the terms of the Company Stock Plan under which it was granted, and (iii) each such grant was properly accounted for in accordance with generally accepted accounting principles in the financial statements (including the related notes) of the Company and the Operating Partnership and disclosed in the Company’s and the Operating Partnership’s filings with the Commission in accordance with the 1934 Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company, the Operating Partnership or their subsidiaries or their results of operations or prospects.

(xvii) Each of the Property Partnerships has been duly formed as a partnership or a limited liability company, as the case may be, and is validly existing and in good standing as a partnership or limited liability company under the laws of its jurisdiction of organization and, if

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formed under the laws of a jurisdiction other than the State of Indiana, in good standing under the laws of such jurisdiction; each of the Property Partnerships has the requisite power and authority to own, lease and operate its properties, to conduct the business in which it is engaged and to enter into and perform its respective obligations under the agreements, to which it is a party. Each of the partnership or operating agreements, as the case may be, of the Property Partnerships is in full force and effect.

(xviii) The applicable Underwritten Securities, if such Underwritten Securities are either Common Stock, Preferred Stock or Depositary Shares, have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement, and, when issued and delivered by the Company pursuant to this Agreement and the applicable Terms Agreement against payment of the consideration set forth in the Terms Agreement or any Delayed Delivery Contract (as defined in Section 2 hereof), will be validly issued, fully paid and non-assessable. Upon payment of the purchase price and delivery of such Underwritten Securities in accordance herewith, each of the Underwriters will receive good, valid and marketable title to such Underwritten Securities, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims and equities. The terms of such applicable Underwritten Securities conform to all statements and descriptions related thereto contained in the Time of Sale Prospectus. The form of stock or depositary certificate to be used to evidence the applicable Underwritten Securities will be in due and proper form and will comply with all applicable legal requirements. The issuance of such applicable Underwritten Securities is not subject to any preemptive or other similar rights.

(xix) The applicable Underwritten Securities, if such Underwritten Securities are Debt Securities, are in the form contemplated by the Indenture, have been duly authorized by the Operating Partnership for issuance and sale to the Underwriters pursuant to this Agreement and, when executed, authenticated, issued and delivered in the manner provided for in this Agreement, any Terms Agreement and the applicable Indenture, against payment of the consideration therefor specified in the applicable Terms Agreement or any Delayed Delivery Contract (as defined in Section 2 hereof), such Debt Securities will constitute valid and legally binding obligations of the Operating Partnership, entitled to the benefits of the Indenture and such Debt Securities will be enforceable against the Operating Partnership in accordance with their terms. Upon payment of the purchase price and delivery of such Underwritten Securities in accordance herewith, each of the Underwriters will receive good, valid and marketable title to such Underwritten Securities, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims and equities. The terms of such applicable Underwritten Securities conform to all statements and descriptions related thereto in the Time of Sale Prospectus. Such Underwritten Securities rank and will rank on a parity with all unsecured indebtedness (other than subordinated indebtedness) of the Operating Partnership that is outstanding on the Representation Date or that may be incurred thereafter, and senior to all subordinated indebtedness of the Operating Partnership that is outstanding on the Representation Date or that may be incurred thereafter, except that such Underwritten Securities will be effectively subordinated to the prior claims of each secured mortgage lender to any specific Property which secures such lender’s mortgage.

(xx) If applicable, the Common Stock issuable upon conversion of any of the Preferred Stock (including Preferred Stock represented by Depositary Shares) will have been duly and validly authorized and reserved for issuance upon such conversion or exercise by all necessary action and such stock, when issued upon such conversion or exercise, will be duly and validly issued, fully paid and non-assessable, and the issuance of such stock upon such conversion

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or exercise will not be subject to preemptive or other similar rights; the Common Stock so issuable conforms in all material respects to all statements relating thereto contained in the Time of Sale Prospectus.

(xxi) The Underwritten Securities being sold pursuant to the applicable Terms Agreement will conform in all material respects to the statements relating thereto contained in the Time of Sale Prospectus and will be in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement.

(xxii) There are no contracts or documents which are required to be described in the Registration Statement, the Time of Sale Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and/or filed as required and the descriptions thereof or references thereto are correct in all material respects and no material defaults exist in the due performance or observance of any material obligation, agreement, covenant or condition contained in any such contract or document.

(xxiii) None of the entities comprising the Duke Group is in violation of its charter, by-laws, certificate of limited partnership or partnership agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which such entity is a party or by which such entity may be bound, or to which any of its property or assets is subject, which default separately or in the aggregate would have a Material Adverse Effect.

(xxiv)(A) This Agreement has been duly and validly authorized, executed and delivered by the Company and the Operating Partnership, and, assuming due authorization, execution and delivery by the Representatives, constitutes a valid and binding obligation of the Company and the Operating Partnership, enforceable in accordance with its terms, and (B) at the Representation Date, the Terms Agreement and the Delayed Delivery Contracts (as defined in Section 2 hereof), if any, will have been duly and validly authorized, executed and delivered by the Company and the Operating Partnership, as the case may be, and, assuming due authorization, execution and delivery by the Representatives will be valid and binding agreements, enforceable in accordance with its or their terms.

(xxv) If applicable, the Indenture (A) has been duly qualified under the 1939 Act, has been duly and validly authorized, executed and delivered by the Operating Partnership, and when executed and delivered by the Trustee, will constitute a valid and binding obligation of the Operating Partnership, enforceable in accordance with its terms, and (B) conforms in all material respects to the description thereof in the Time of Sale Prospectus.

(xxvi) Each of the partnership agreements to which any of the Company, the Operating Partnership or their respective subsidiaries is a party has been duly authorized, executed and delivered by such party and constitutes a valid and binding obligation thereof, enforceable in accordance with its terms.

(xxvii) The execution and delivery of this Agreement, the applicable Terms Agreement, any Indenture and any deposit agreement and the issuance of the Underwritten Securities, the performance of the obligations set forth herein or therein, and the consummation of the transactions contemplated hereby and thereby or in the Prospectus by the Company and the Operating Partnership, will not conflict with or constitute a breach or violation by the Company or

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the Operating Partnership of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any Property or assets of the Duke Group pursuant to any contract, indenture, mortgage, loan agreement, note, lease, joint venture or partnership agreement or other instrument or agreement to which the Company, the Operating Partnership or any subsidiary is a party or by which they, either of them, any of their respective properties or other assets or any Property may be bound or subject which event is material to the Duke Group as a whole; nor will such action conflict with or constitute a breach or violation by the Company or the Operating Partnership of, or default under, (A) the charter, by-laws, certificate of limited partnership or partnership agreement, as the case may be, of the Company, the Operating Partnership or any subsidiary or (B) to the extent material, any applicable law, rule, order, administrative regulation or administrative or court decree.

(xxviii) No labor dispute with the employees of the Duke Group exists or, to the knowledge of the Company or the Operating Partnership, is imminent; and neither the Company nor the Operating Partnership is aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors which might be expected to have a Material Adverse Effect.

(xxix) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company or the Operating Partnership, threatened against or affecting any entity belonging to the Duke Group, any Properties or any officer or director of the Company, which is material to the Duke Group as a whole and is required to be disclosed in the Registration Statement or Prospectus (other than as disclosed therein), or that, if determined adversely to any entity belonging to the Duke Group or any Property, or any such officer or director, will or could reasonably be expected to result in any Material Adverse Effect, or which might materially and adversely affect the Properties or assets of the Duke Group or which might materially and adversely affect the consummation of this Agreement, the applicable Terms Agreement, the Indenture, if any, or the transactions contemplated herein and therein. Other than as disclosed in the Registration Statement or the Time of Sale Prospectus, there are no pending legal or governmental proceedings to which any entity belonging to the Duke Group is a party or of which they or any of their respective properties or assets or any Property or Property Partnership is the subject, including ordinary routine litigation incidental to the business, that are, considered in the aggregate, material to the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Duke Group as a whole. There are no contracts or documents of the entities comprising the Duke Group which are required to be filed as exhibits to the Registration Statement by the 1933 Act or by the 1933 Act Regulations which have not been so filed. The Time of Sale Prospectus contains in all material respects the same description of the foregoing matters contained in the Prospectus.

(xxx) No authorization, approval, consent or order of any court or governmental authority or agency is required that has not been obtained in connection with the consummation by the Company, the Operating Partnership or both, as the case may be, of the transactions contemplated by this Agreement, the applicable Terms Agreement, or the applicable Indenture, if any, except such as may be required under the 1933 Act or the 1933 Act Regulations or the 1939 Act or the 1939 Act Regulations or state or foreign securities laws or real estate syndication laws or such as have been received prior to the date of this Agreement.

(xxxi) At all times since February 13, 1986, the Company has been, and upon the sale of the applicable Underwritten Securities, the Company will continue to be, organized

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and operated in conformity with the requirements for qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended, (the “Code”) and its proposed method of operation will enable it to continue to meet the requirements for taxation as a real estate investment trust under the Code.

(xxxii) None of the entities comprising the Duke Group is required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”), or is or will become a “holding company” or a “subsidiary company” of a “registered holding company” as defined in the Public Utility Holding Company Act of 1935, as amended.

(xxxiii) None of the entities comprising the Duke Group is required to own or possess any trademarks, service marks, trade names or copyrights not now lawfully owned, possessed or licensed in order to conduct the business now operated by such entity, the absence of which would have a Material Adverse Effect.

(xxxiv) Each entity belonging to the Duke Group possesses such certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, or proposed to be conducted by it, the absence of which would have a Material Adverse Effect; and none of the entities comprising the Duke Group has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(xxxv) Except as disclosed in the Time of Sale Prospectus and except for persons who received Units in connection with transactions with the Operating Partnership, there are no persons with registration or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company or the Operating Partnership under the 1933 Act.

(xxxvi) The Common Stock will be listed on the New York Stock Exchange on the applicable Representation Date and at the applicable Closing Time. Unless otherwise agreed upon with reference to Preferred Stock, as of the applicable Representation Date the Preferred Stock will have been approved for listing on the New York Stock Exchange upon notice of issuance.

(xxxvii) The Debt Securities will have an investment grade rating from one or more nationally recognized statistical rating organizations at the Representation Date and at the applicable Closing Time.

(xxxviii)(A) The Company, the Operating Partnership and the Property Partnerships have good and marketable title to all material items of real property (and improvements thereon), leasehold interests and general and limited partnership interests owned by them, in each case free and clear of all liens, encumbrances, claims, security interests and defects, except such as are (i) described in the Time of Sale Prospectus or the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, (ii) referred to in the title policies of such Properties, (iii) serving as security for loans described in the Time of Sale Prospectus, or (iv) nonmaterial to the Duke Group taken as a whole; (B) all material contracts of the Operating Partnership and any subsidiary to provide leasing, property management and construction management services, general contractor services for third parties, and real estate development, construction and miscellaneous tenant services businesses (the “Related Businesses”), are

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enforceable by and in the name of the Operating Partnership and the applicable subsidiary, as the case may be; (C) all liens, charges, encumbrances, claims, or restrictions on or affecting any of the Properties or Related Businesses and the assets of the entities comprising the Duke Group which are required to be disclosed in the Time of Sale Prospectus are disclosed therein; (D) neither the Operating Partnership, any Property Partnership nor, to the knowledge of the Company or the Operating Partnership, any tenant of any of the Properties is in default under any of the ground leases (as lessee) or space leases (as lessor) relating to, or any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against, the Properties, and none of the entities comprising the Duke Group knows of any event, which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, other than such defaults that would not have a Material Adverse Effect; (E) no tenant under any of the leases, pursuant to which the Operating Partnership or any Property Partnership, as lessor, leases its Property, has an option or right of first refusal to purchase the premises demised under such lease, the exercise of which would have a Material Adverse Effect; (F) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for such failures to comply that would not individually or in the aggregate have a Material Adverse Effect; and (G) neither the Company nor the Operating Partnership has knowledge of any pending or threatened condemnation proceedings, zoning change, or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on or access to the Properties, except such proceedings or actions that would not have a Material Adverse Effect.

(xxxix) Each of the Company, the Operating Partnership and their respective subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are customary in the businesses in which they are engaged; and none of the Company, the Operating Partnership and their respective subsidiaries has any reason to believe that it or any of its subsidiaries will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its businesses at a cost that would not have a Material Adverse Effect, except as described in or contemplated by the Registration Statement and the Time of Sale Prospectus.

(xl) The Company and the Operating Partnership have not taken and will not take, directly or indirectly, any action prohibited by Regulation M under the 1934 Act.

(xli) The assets of the Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended.

(xlii) Except as disclosed in the Time of Sale Prospectus, and, with respect to clauses (A), (B) and (C) below, except for activities, conditions, circumstances or matters that would not have a Material Adverse Effect, (A) each Property, including, without limitation, the Environment (as defined below) associated with such Property, is free of any Hazardous Substance (as defined below); (B) neither the Company nor the Operating Partnership nor any Property Partnership has caused or suffered to occur any Release (as defined below) of any Hazardous Substance into the Environment on, in, under or from any Property, and no condition exists on, in, under or from any Property, to the knowledge of the Company or the Operating Partnership, that could result in the incurrence of material liabilities or any material violations of any Environmental Law (as defined below), give rise to the imposition of any Lien (as defined below) under any Environmental Law, or cause or constitute a health, safety or environmental

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hazard to any property, person or entity; (C) neither the Company, the Operating Partnership nor any Property Partnership is engaged in or intends to engage in any manufacturing or any other operations at the Properties that (1) require the use, handling, transportation, storage, treatment or disposal of any Hazardous Substance or (2) require permits or are otherwise regulated pursuant to any Environmental Law, other than permits which have been obtained; (D) neither the Company nor the Operating Partnership nor any Property Partnership has received any notice of a claim material to the Duke Group as a whole under or pursuant to any Environmental Law or under common law pertaining to Hazardous Substances on or originating from any Property; (E) neither the Company nor the Operating Partnership nor any Property Partnership has received any notice from any Governmental Authority (as defined below) claiming any material violation of any Environmental Law; and (F) no Property is included or, to the knowledge of the Company or the Operating Partnership, proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency (the “EPA”) or, with the exception of one Property, in respect to which the EPA has advised the Company that no further remedial action is planned, on the Comprehensive Environmental Response, Compensation, and Liability Information System database maintained by the EPA, and has not otherwise been identified by the EPA as a potential CERCLA removal, remedial or response site or included or, to the knowledge of the Company or the Operating Partnership, proposed for inclusion on, any similar list of potentially contaminated sites pursuant to any other Environmental Law.

Excluding such customary amounts as may be lawfully generated, stored, used, treated, disposed of, or otherwise handled or located at any Property, as used herein “Hazardous Substance” shall include, without limitation, any hazardous substance, hazardous waste, toxic or dangerous substance, pollutant, toxic waste or similarly designated materials, including, without limitation, oil, petroleum or any petroleum-derived substance or waste, asbestos or asbestos-containing materials, PCBs, pesticides, explosives, radioactive materials, dioxins, urea formaldehyde insulation or any hazardous constituent of any such substance, pollutant or waste, including any such substance, pollutant or waste identified or regulated under any Environmental Law (including, without limitation, materials listed in the United States Department of Transportation Optional Hazardous Material Table, 49 C.F.R. § 172.101, as the same may now or hereafter be amended, or in the EPA’s List of Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 3202, as the same may now or hereafter be amended); “Environment” shall mean any surface water, drinking water, ground water, land surface, subsurface strata, river sediment, buildings, structures, and ambient, workplace and indoor and outdoor air; “Environmental Law” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 C. § 9601 et seq.) (“CERCLA”), the Resource Conservation and Recovery Act of 1976, as amended (42 C. § 6901, et seq.), the Clean Air Act, as amended (42 C. § 7401, et seq.), the Clean Water Act, as amended (33 C. § 1251, et seq.), the Toxic Substances Control Act, as amended (15 C. § 2601, et seq.), the Occupational Safety and Health Act of 1970, as amended (29 C. § 651, et seq.), the Hazardous Materials Transportation Act, as amended (49 C. § 1801, et seq.), and all other federal, state and local laws, ordinances, regulations, rules, orders, decisions and permits relating to the protection of the environments or of human health from environmental effects; “Governmental Authority” shall mean any federal, state or local governmental office, agency or authority having the duty or authority to promulgate, implement or enforce any Environmental Law; “Lien” shall mean, with respect to any Property, any mortgage, deed of trust, pledge, security interest, lien, encumbrance, penalty, fine, charge, assessment, judgment or other liability in, on or affecting such Property; and “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, emanating or disposing of any Hazardous Substance into the Environment, including, without

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limitation, the abandonment or discard of barrels, containers, tanks (including, without limitation, underground storage tanks) or other receptacles containing or previously containing any Hazardous Substance or any release, emission, discharge or similar term, as those terms are defined or used in any Environmental Law.

(xliii) Each of the Company, the Operating Partnership and their subsidiaries has obtained title insurance on all of the properties owned by each of them in an amount at least equal to (A) the cost to acquire land and improvements in the case of an acquisition of improved property or (B) the cost to acquire land in the case of an acquisition of unimproved property and in each case such title insurance is in full force and effect.

(xliv) Each of the Company and the Operating Partnership has filed all federal, state, local and foreign income tax returns which have been required to be filed (except in any case in which the failure to so file would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of such entity) and has paid all taxes required to be paid and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except, in all cases, for any such tax, assessment, fine or penalty that is being contested in good faith and except in any case in which failure to do so would not result in a Material Adverse Effect.

(xlv) Each of the Company, the Operating Partnership and their subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the 1934 Act) that complies with the requirements of the 1934 Act and that has been designed to ensure that information required to be disclosed by the Company or the Operating Partnership, as applicable, in reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s or the Operating Partnership’s management as appropriate to allow timely decisions regarding required disclosure. Each of the Company, the Operating Partnership and their subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the 1934 Act.

(xlvi) Each of the Company, the Operating Partnership and their subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the 1934 Act) that comply with the requirements of the 1934 Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, based on each of the Company’s and the Operating Partnership’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the 1934 Act, there are no material weaknesses in the Company’s or the Operating Partnership’s internal controls.

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(xlvii) None of the Company, the Operating Partnership or any of its subsidiaries or, to the knowledge of the Company or the Operating Partnership, any director, partner, officer, agent, employee or other person associated with or acting on behalf of the Company, the Operating Partnership or any of their subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(xlviii) The operations of the Company, the Operating Partnership and their subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, the Operating Partnership or any of their subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or the Operating Partnership, threatened.

(b) Any certificate signed by any officer of the Company, the Operating Partnership or of any of their respective subsidiaries and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by such entity to each Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions set forth herein or in the applicable Terms Agreement.

(b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company or the Operating Partnership, as the case may be, may grant, if so provided in the applicable Terms Agreement relating to the Initial Underwritten Securities, an option to the Underwriters named in such Terms Agreement, severally and not jointly, to purchase up to the number of Option Securities set forth therein at the same price per Option Security as is applicable to the Initial Underwritten Securities, less an amount equal to any dividends or distributions declared by the Company and paid or payable on the Initial Underwritten Securities but not payable on the Option Securities. Such option, if granted, will expire 30 days (or such lesser number of days as may be specified in the applicable Terms Agreement) after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by the Representatives to the Company or the Operating Partnership, as the case may be, setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Securities. Any such time, date and place of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time, unless otherwise agreed upon by the Representatives and the Company or the Operating Partnership, as the case

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may be. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in the applicable Terms Agreement bears to the total number of Initial Underwritten Securities (except as otherwise provided in the applicable Terms Agreement), subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional Underwritten Securities.

(c) Payment of the purchase price for, and delivery of certificates for, the Initial Underwritten Securities to be purchased by the Underwriters shall be made at the offices of Clifford Chance US LLP, 31 West 52^nd Street, New York, New York 10019, or at such other place as shall be agreed upon by the Representatives and the Company or the Operating Partnership, as the case may be, at 10:00 A.M. on the fourth business day (or the third business day if required under Rule 15c6-1 of the 1934 Act, or unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices of Clifford Chance US LLP, or at such other place as shall be agreed upon by the Representatives and the Company or the Operating Partnership, as the case may be, on each Date of Delivery as specified in the notice from the Representatives to the Company.

Payment for the Underwritten Securities shall be made to the Company or the Operating Partnership, as the case may be, by wire transfer of immediately available funds to a bank account designated by the Company or the Operating Partnership, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. Certificates for the Underwritten Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Closing Time or the relevant Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives not later than 10:00 A.M. on the last business day prior to the Closing Time or the relevant Date of Delivery, as the case may be, in New York, New York.

If authorized by the applicable Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company or the Operating Partnership, as the case may be, pursuant to delayed delivery contracts (“Delayed Delivery Contracts”) substantially in the form of Exhibit B hereto with such changes therein as the Company or the Operating Partnership, as the case may be, may approve. As compensation for arranging Delayed Delivery Contracts, the Company or the Operating Partnership, as the case may be, will pay to the Representatives at Closing Time, for the respective accounts of the Underwriters, a fee equal to that percentage of the amount of Underwritten Securities for which Delayed Delivery contracts are made at the applicable Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors of the types described in the Prospectus. At the applicable Closing Time, the Company or the Operating

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Partnership, as the case may be, will enter into Delayed Delivery Contracts (for not less than the minimum amount of Underwritten Securities per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company or the Operating Partnership, as the case may be, as provided below, but not for an aggregate principal amount of Underwritten Securities in excess of that specified in the applicable Terms Agreement. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts.

The Representatives shall submit to the Company or the Operating Partnership, as the case may be, at least three business days prior to the applicable Closing Time, the names of any institutional investors with which it is proposed that the Company or the Operating Partnership, as the case may be, will enter into Delayed Delivery Contracts and the amount of Underwritten Securities to be purchased by each of them, and the Company or the Operating Partnership, as the case may be, will advise the Representatives at least two business days prior to the applicable Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company or the Operating Partnership, as the case may be, and the amount of Underwritten Securities to be covered by each such Delayed Delivery Contract.

The amount of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the amount of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by the Representatives to the Company or the Operating Partnership, as the case may be; provided, however, that the total amount of Underwritten Securities to be purchased by all Underwriters shall be the total amount of Underwritten Securities covered by the applicable Terms Agreement, less the amount of Underwritten Securities covered by Delayed Delivery Contracts.

SECTION 3. Covenants of the Company and the Operating Partnership. Each of the Company and the Operating Partnership covenants with the Representatives, and with each Underwriter participating in the offering of Underwritten Securities, as follows:

(a) In respect to each offering of Underwritten Securities, the Company or the Operating Partnership, as the case may be, will furnish to the Underwriters named in the applicable Terms Agreement as many copies of the Time of Sale Prospectus and the Prospectus (including any Prospectus Supplement) as the Representatives shall reasonably request.

(b) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition shall exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company or the Operating Partnership will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

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(c) If, at the time the Prospectus Supplement was filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, any information shall have been omitted therefrom in reliance upon Rule 430A or Rule 430B of the 1933 Act Regulations, then immediately following the execution of the Terms Agreement, the Company and the Operating Partnership will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A, 430B, and Rule 424(b) of the 1933 Act Regulations, a Prospectus Supplement, or, if required by such Rule 430A or 430B, a post-effective amendment to the Registration Statement (including amended Prospectuses), containing all information so omitted. The Company and the Operating Partnership will pay the registration fees for each offering of securities within the time period required by Rule 456(b)(1)(i) under the 1933 Act prior to the Closing Time. If required, the Company and the Operating Partnership will prepare and file or transmit for filing a Rule 462(b) Registration Statement not later than the date of execution of the Terms Agreement. If a Rule 462(b) Registration Statement is filed, the Company and the Operating Partnership shall make payment of, or arrange for payment of, the additional registration fee owing to the Commission required by Rule 111 of the 1933 Act Regulations.

(d) The Company and the Operating Partnership will notify the Representatives immediately, and confirm such notice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any Prospectus Supplement or other supplement or amendment to the Prospectus to be filed pursuant to the 1933 Act, (iii) the receipt of any comments from the Commission regarding the Registration Statement or the documents incorporated therein by reference, (iv) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any Time of Sale Prospectus or for additional information, (v) the receipt by the Company or the Operating Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act, and (vi) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; and the Company and the Operating Partnership will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(e) The Company and the Operating Partnership will deliver to the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and the Operating Partnership and will not use or refer to any proposed free writing prospectus that is reasonably objected to by the Underwriters.

(f) The Company and the Operating Partnership will not take any action that would result in an Underwriter, the Company or the Operating Partnership being required to file with the Commission pursuant to Rule 433(d) under the 1933 Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(g) The Company and the Operating Partnership will deliver to the Representatives as soon as possible as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference therein) as the Representatives may reasonably request and will also deliver to the Representatives as many conformed copies of the Registration Statement as originally filed and of each amendment thereto (including documents incorporated by reference into the Prospectus) as the Representatives may reasonably request.

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(h) If, during such period after the first date of the public offering of the Underwritten Securities as the Prospectus (or in lieu thereof the notice referred to in the Rule 173(a) under the 1933 Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, the Company and the Operating Partnership will forthwith amend or supplement the Prospectus (in form and substance reasonably satisfactory to counsel for the Underwriters) so that, as so amended or supplemented, the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it ( or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, not misleading, and the Company and the Operating Partnership will furnish to the Underwriters a reasonable number of copies of such amendment or supplement.

(i) The Company and the Operating Partnership will endeavor, in cooperation with the Underwriters, to qualify the Underwritten Securities for offering and sale under the applicable securities laws and real estate syndication laws of such states and other jurisdictions as the Representatives may reasonably designate. In each jurisdiction in which the Underwritten Securities have been so qualified, the Company and the Operating Partnership will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required for the distribution of the Underwritten Securities.

(j) With respect to each sale of Underwritten Securities, the Company and the Operating Partnership will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the “effective date” (as defined in said Rule 158) of the Registration Statement.

(k) The Company and the Operating Partnership, if applicable, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

(l) The Company will file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities listed on such exchange and, unless otherwise agreed upon with respect to Preferred Stock, Depository Shares and Debt Securities, will use its commercially reasonable efforts to maintain the listing of any Underwritten Securities listed on the New York Stock Exchange.

(m) With respect to each offering of Debt Securities, the Operating Partnership will qualify an Indenture under the 1939 Act and will endeavor to have a Statement of Eligibility submitted on behalf of the Trustee.

(n) The Company and the Operating Partnership will take all reasonable action necessary to enable Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) or any other nationally recognized statistical rating organization to provide their respective credit ratings of any Underwritten Securities, if applicable.

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(o) Unless otherwise provided in the applicable Terms Agreement, during a period of 90 days from the date of the applicable Terms Agreement relating to Underwritten Securities, the Company and the Operating Partnership will not, without the prior written consent of the Representatives, directly or indirectly, sell, offer to sell, grant any option for the sale of, enter into any agreement to sell, or otherwise dispose of, (i) any securities of the same class or series; (ii) if such Terms Agreement relates to Preferred Stock that is convertible into or exchangeable for Common Stock, any Common Stock or Units or any security convertible into or exchangeable for shares of Common Stock. This transfer restriction does not apply to (i) the possible issuance of shares of Common Stock upon the exchange of Units by holders of Units other than the directors and executive officers of the Company; (ii) grants of options, and the issuance of shares in respect of such options, pursuant to a stock option plan; (iii) the issuance of shares pursuant to a dividend reinvestment plan; and (iv) the issuance of shares of Common Stock, or any security convertible into or exchangeable or exercisable for Common Stock, in connection with the acquisition of real property or an interest or interests in real property, if the recipient of such shares or other securities agrees in writing to not, without the prior written consent of the lead managing underwriter of the offering of the Underwritten Securities and the Company and the Operating Partnership, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of any of such securities until the expiration of a 90-day period from the date of the applicable Terms Agreement.

(p) If the Preferred Stock is convertible into Common Stock, the Company will reserve and keep available at all times, free of preemptive rights and other similar rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to satisfy any obligations to issue such Common Stock upon conversion of the Preferred Stock.

(q) If the Preferred Stock is convertible into Common Stock, the Company will use commercially reasonable efforts to list the Common Stock on the New York Stock Exchange.

(r) The Company will use commercially reasonable efforts to continue to meet the requirements to qualify as a “real estate investment trust” under the Code.

(s) If the Registration Statement is an automatic shelf registration statement and the third anniversary of the initial effective date of the Registration Statement occurs before all of the Securities have been sold by the Underwriters, then the Company or the Operating Partnership, as applicable, will, prior to the third anniversary file a new shelf registration statement and take any other action necessary to permit the public offering of the Securities to continue without interruption; references herein to the Registration Statement shall include the new registration statement declared effective by the Commission;

SECTION 4. Payment of Expenses. The Company and the Operating Partnership will pay all expenses incident to the performance of its obligations under this Agreement and the applicable Terms Agreement, including (i) the printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus and any free writing prospectus, as originally filed and of each amendment thereto; (ii) the cost of printing, or reproducing, and distributing to the Underwriters copies of this Agreement and the applicable Terms Agreement; (iii) the preparation, issuance and delivery of the Underwritten Securities to the Underwriters, including capital duties, stamp duties and stock transfer taxes, if any, payable upon issuance of any of the Underwritten Securities, the sale of the Underwritten Securities to the Underwriters, their transfer between the Underwriters pursuant to an agreement between such Underwriters and the fees and expenses of the transfer agent for the Underwritten Securities; (iv) the fees and disbursements of the Company’s and the Operating

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Partnership’s counsel and accountants; (v) the qualification of the Underwritten Securities and the Common Stock issuable upon conversion of Preferred Stock, if any, under securities laws and real estate syndication laws in accordance with the provisions of Section 3(i) hereof, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the cost of printing, or reproducing, and delivering to the Underwriters copies of the Blue Sky Survey; (vii) the fees and expenses incurred in connection with the listing of the Underwritten Securities and the Common Stock issuable upon conversion of Preferred Stock, if any, on the New York Stock Exchange, or any other national securities exchange or quotation system; (viii) any fees charged by nationally recognized statistical rating organizations for the rating of the Debt Securities, if any; (ix) the printing and delivery to the Underwriters of copies of the Indenture; (x) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Underwritten Securities; (xi) the preparation, issuance and delivery to the Depository Trust Company for credit to the accounts of the respective Underwriters of any global note registered in the name of Cede & Co., as nominee for the Depository Trust Company; (xii) any transfer taxes imposed on the sale of the Underwritten Securities to the several Underwriters; and (xiii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors.

If this Agreement is cancelled or terminated by the Representatives in accordance with the provisions of Section 5, Section 9(a)(i), Section 9(a)(iii), Section 9(a)(v) or Section 9(a)(vi) hereof, the Company and the Operating Partnership shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters relating to offerings that had been proposed by the Company and discussed with the Representatives, but not completed.

SECTION 5. Conditions of Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy, as of the date hereof and at Closing Time, of the representations and warranties of the Company and the Operating Partnership herein contained, to the performance by the Company and the Operating Partnership of their respective obligations hereunder, and to the following further conditions:

(a) At Closing Time, (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission; (ii) if the Company or the Operating Partnership, as the case may be, has elected to rely upon Rule 430A or Rule 430B of the 1933 Act Regulations, any information previously omitted from the effective Registration Statement pursuant to such Rule 430A or Rule 430B shall have been transmitted to the Commission for filing pursuant to Rule 424(b) or Rule 433 of the 1933 Act Regulations within the prescribed time period, and prior to the applicable Closing Time, the Company or the Operating Partnership, as the case may be, shall have provided evidence reasonably satisfactory to the Representatives of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the 1933 Act Regulations; (iii) if Preferred Stock is being offered, the rating assigned by any nationally recognized statistical rating organization as of the date of the applicable Terms Agreement shall not have been lowered since such date nor shall any such rating organization have publicly announced that it has placed the Preferred Stock on what is commonly termed a “watch list” for possible downgrading; (iv) the rating assigned by any nationally recognized statistical rating organization to any long-term debt securities of the Operating Partnership as of the date of the applicable Terms Agreement shall not have been lowered since such date nor shall any such rating organization have publicly announced that it has placed any long-term debt securities of the Operating Partnership on what is commonly

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termed a “watch list” for possible downgrading; and (v) there shall not have come to the attention of the Representatives any facts that would cause the Representatives to reasonably believe that the Time of Sale Prospectus, as of the date of the applicable Terms Agreement or the Closing Time, or the Prospectus, together with the applicable Prospectus Supplement, at the time it was required to be delivered to purchasers of the Underwritten Securities, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. If a Rule 462(b) Registration Statement is required, such Rule 462(b) Registration Statement shall have been transmitted to the Commission for filing and have become effective within the prescribed time period, and, prior to Closing Time, the Company and the Operating Partnership shall have provided to the Underwriters evidence of such filing and effectiveness in accordance with Rule 462(b) of the 1933 Act Regulations.

(b) At Closing Time, the Representatives shall have received:

(1) The favorable opinion, dated as of Closing Time, of Alston & Bird LLP, counsel for each of the Company and the Operating Partnership and their respective subsidiaries in form and substance attached hereto as Exhibit C.

(2) The favorable opinion, dated as of the Closing Time, of Clifford Chance US LLP, counsel for the Underwriters, with respect to the matters set forth in Exhibit C, item (i) (with respect to the first sentence only), item (ii) (with respect to the first sentence only), as applicable, item (viii) (with respect to the first sentence only) or item (ix) (with respect to the first sentence only), as applicable, item (x) (with respect to first clause only), item (xi) (with respect to the first clause only), as applicable, and item (xviii).

(3) In giving their opinions required by subsections (b)(1) and (b)(2), respectively, of this Section, Alston & Bird LLP and Clifford Chance US LLP shall additionally state that such counsel has participated in conferences with officers and other representatives of the Company or the Operating Partnership, as the case may be, and the independent public accountants for the Company or the Operating Partnership, as the case may be, at which the contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus and related matters were discussed and in the preparation of the Registration Statement and the Prospectus and, on the basis of the foregoing, nothing has come to their attention that would lead them to believe that (A) the Registration Statement or any amendment thereto (excluding the financial statements and supporting schedules and other financial data included or incorporated by reference therein or the Statement of Eligibility, as to which such counsel need express no belief), at the date of the applicable Terms Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Time of Sale Prospectus or any amendment or supplement thereto (excluding the financial statements, financial schedules and other financial data included or incorporated by reference therein or the Statement of Eligibility, as to which such counsel need express no belief), as of the Applicable Time or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the Prospectus or any amendment or supplement thereto (excluding the financial statements or financial schedules included or incorporated by reference therein or the Statement of Eligibility, as to which such counsel need express no belief), at its date or at the Closing Time, included

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or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

In giving their opinions, Alston & Bird LLP and Clifford Chance US LLP may rely upon, or assume the accuracy of, (A) as to all matters of fact, certificates and written statements of officers and employees of and accountants for each of the entities comprising the Duke Group and (B) as to the qualification and good standing of each of the entities comprising the Duke Group to do business in any jurisdiction, certificates of appropriate government officials or opinions of counsel in such jurisdictions, and (C) in respect to the opinion by Clifford Chance US LLP only, as to certain matters of Indiana law, the opinion of Alston & Bird LLP given pursuant to Section 5(b)(1) above.

(c) At Closing Time, (i) no action, suit or proceeding at law or in equity shall be pending or, to the knowledge of the Company or the Operating Partnership, threatened against any entity belonging to the Duke Group which would be required to be set forth in the Prospectus other than as set forth therein; (ii) there shall not have been, since the date of the applicable Terms Agreement or since the respective dates as of which information is given in the Registration Statement, Time of Sale Prospectus and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of any entity belonging to the Duke Group, whether or not arising in the ordinary course of business; (iii) no proceedings shall be pending or threatened against such entity or any Property before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding might result in any material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of any entity belonging to the Duke Group or any Property, as the case may be, other than as set forth in the Time of Sale Prospectus; (iv) no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the Commission or by the state securities authority of any jurisdiction; and (v) the Representatives shall have received a certificate of the President or a Vice President of the Company and the Operating Partnership and of the chief financial or chief accounting officer of each such entity, dated as of the Closing Time, evidencing compliance with the provisions of this subsection (c) and stating that the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time.

(d) At the time of the execution of the applicable Terms Agreement, the Representatives shall have received from KPMG LLP a letter dated such date, in form and substance satisfactory to the Representatives, to the effect that: (i) they are independent public accountants with respect to the Company and the Operating Partnership as required by the 1933 Act and the 1933 Act Regulations; (ii) it is their opinion that the financial statements and supporting schedules included in the Registration Statement, or incorporated by reference therein, and covered by their opinions therein comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations; (iii) based upon limited procedures set forth in detail in such letter, including a reading of the latest available interim financial statements of the Company and the Operating Partnership, a reading of the minute books of the Company and the Operating Partnership, inquiries of officials of the Company and the Operating Partnership responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing has come to their attention which causes them to believe that (A) the unaudited financial statements of the

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Company and the Operating Partnership included in the Registration Statement, the Time of Sale Prospectus and the Prospectus or incorporated by reference therein, do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations, or material modifications are required for them to be presented in conformity with generally accepted accounting principles, (B) the operating data and balance sheet data set forth in the Time of Sale Prospectus and the Prospectus under the caption “Selected Consolidated Financial Data,” if any, were not determined on a basis substantially consistent with that used in determining the corresponding amounts in the audited financial statements included or incorporated by reference in the Registration Statement, (C) the pro forma financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus was not determined on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement or (D) at a specified date not more than three days prior to the date of the applicable Terms Agreement, there has been any change in the capital stock or the number of partnership interests of the Company, the Operating Partnership or their subsidiaries, as the case may be, or any increase in the debt of the Company, the Operating Partnership or their subsidiaries or any decrease in the net assets of the Company, the Operating Partnership or their subsidiaries, as compared with the amounts shown in the most recent consolidated balance sheet of the Company, the Operating Partnership and their subsidiaries, included in the Registration Statement or incorporated by reference therein, or, during the period from the date of the most recent consolidated statement of operations included in the Registration Statement or incorporated by reference therein to a specified date not more than three days prior to the date of the applicable Terms Agreement, there were any decreases, as compared with the corresponding period in the preceding year, in revenues, net income or funds from operations of the Company, the Operating Partnership and their subsidiaries, except in all instances for changes, increases or decreases which the Registration Statement, the Time of Sale Prospectus and the Prospectus disclose have occurred or may occur; and (iv) in addition to the audit referred to in their opinions and the limited procedures referred to in clause (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included in the Registration Statement, the Time of Sale Prospectus and the Prospectus and which are specified by the Representatives, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Company, the Operating Partnership and their subsidiaries identified in such letter.

(e) At Closing Time, the Representatives shall have received from KPMG LLP a letter, dated the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (d) of this Section, except that the “specified date” referred to shall be a date not more than three days prior to Closing Time.

(f) At Closing Time, the Underwritten Securities, if such Underwritten Securities are Debt Securities, shall be rated investment grade by one or more nationally recognized statistical rating organizations and the Operating Partnership shall have delivered to the Representatives a letter, dated the Closing Time, from each such rating organization, or other evidence satisfactory to the Representatives, confirming that such Underwritten Securities have such ratings; and since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to such Underwritten Securities at Closing Time (as provided on the respective Term Sheet) or any of the Operating Partnership’s other debt securities by any nationally recognized securities rating organization, and no such securities rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of such Underwritten Securities or any of the Operating Partnership’s other debt securities.

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(g) At Closing Time and at each Date of Delivery, if any, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the applicable Underwritten Securities as contemplated herein, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company or the Operating Partnership, as the case may be, in connection with the issuance and sale of the applicable Underwritten Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(h) In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company and the Operating Partnership hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

(1) A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and the Operating Partnership and of the chief financial or chief accounting officer of each such entity confirming that their respective certificates delivered at Closing Time pursuant to Section 5(c) hereof remain true and correct as of such Date of Delivery.

(2) The favorable opinion of Alston & Bird LLP, counsel for the Company, the Operating Partnership and their respective subsidiaries, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b)(1) hereof, which may be in the form of a “bring-down” opinion that reaffirms, as of the Date of Delivery, the opinions previously rendered.

(3) The favorable opinion of Clifford Chance US LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b)(2) hereof.

(4) A letter from KPMG LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially the same in form and substance as the letter furnished to the Representatives pursuant to Section 5(e) hereof, except that the “specified date” in the letter furnished pursuant to this Section 5(h)(4) shall be a date not more than three days prior to such Date of Delivery.

(5) If the Underwritten Securities are Debt Securities, a letter or other evidence satisfactory to the Representatives, dated the Closing Time, from one or more nationally recognized statistical rating organizations and the Operating Partnership, confirming that such Underwritten Securities have been rated investment grade.

25

If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company and the Operating Partnership, at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof.

SECTION 6. Indemnification.

(a) Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless each Underwriter, their respective directors and officers, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the 1933 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, any Issuer Information, as defined in Rule 433, used or referred to in any free writing prospectus or used or referred to by an Underwriter, or Prospectus, preliminary prospectus supplement, supplement to the Time of Sale Prospectus, supplement to the free writing prospectus or Prospectus Supplement (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or the Operating Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus, any Time of Sale Prospectus, any free writing prospectus or the Prospectus (or any amendment or supplement thereto);

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever for which indemnification is provided under subsection (i) above if such settlement is effected with the written consent of the indemnifying party; and

(iii) against any and all expense whatsoever, as incurred (including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever for which indemnification is provided under subsection (i) above, to the extent that any such expense is not paid under (i) or (ii) above.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company and the Operating Partnership, their respective directors and officers, and each person, if any,

26

who controls the Company and the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, to the same extent as the indemnity contained in subsection (a) of this Section, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus, Time of Sale Prospectus, any other free writing prospectus, or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company or the Operating Partnership by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, Time of Sale Prospectus, any other free writing prospectus, or the Prospectus (or any amendment or supplement thereto).

(c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of any such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the indemnified parties defendant in such action; provided, however, that if the defendants (including any impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel) (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, (ii) the indemnifying party does not promptly retain counsel reasonably satisfactory to the indemnified party or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. The indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the consent of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as required by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days

27

after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Operating Partnership, on the one hand, and the Underwriters, on the other hand, from the offering of the Underwritten Securities pursuant to the applicable Terms Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Operating Partnership, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company and the Operating Partnership, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Underwritten Securities (before deducting expenses) received by the Company and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of such Underwritten Securities as set forth on such cover.

The relative fault of the Company and the Operating Partnership, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Operating Partnership or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company, the Operating Partnership and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Underwritten Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

28

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or the Operating Partnership, as the case may be. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial Underwritten Securities set forth opposite their respective names in the applicable Terms Agreement and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or the applicable Terms Agreement, or contained in certificates of the officers of the Company or the Operating Partnership submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any termination of the applicable Terms Agreement, or any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company or the Operating Partnership and shall survive delivery of the Underwritten Securities to the Underwriters.

SECTION 9. Termination of Agreement.

(a) The Representatives may terminate the applicable Terms Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Time of Sale Prospectus or Prospectus, any material adverse change, affecting the Duke Group as a whole, in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of any entity belonging to the Duke Group or of any Property, whether or not arising in the ordinary course of business; or (ii) if there has occurred any material adverse change in the financial markets in the United States, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic condition, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to (x) commence or continue the offering of Underwritten Securities to the public, or (y) enforce contracts for the sale of the Underwritten Securities; or (iii) if trading in the Common Stock has been suspended by the Commission or if trading generally on either the New York Stock Exchange or the NYSE Amex (formerly known as the American Stock Exchange) has been suspended; or (iv) if minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of the New York Stock Exchange or the NYSE Amex or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal, New York or Indiana authorities, or if there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; or (v) if Preferred Stock is being offered and the rating assigned by any nationally recognized statistical rating organization to any preferred shares of the Company as of the date of the applicable Terms Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any preferred shares or debt securities of the Company on what is commonly termed a “watch list” for possible downgrading; or (vi) if the rating assigned by any nationally recognized statistical rating organization to any long-term debt securities of the Operating Partnership as of the date of the applicable Terms Agreement shall have been lowered since such date or if any such rating

29

organization shall have publicly announced that it has placed any long-term debt securities of the Operating Partnership on what is commonly termed a “watch list” for possible downgrading; or (vii) there has been a material disruption in securities settlement, payment or clearance services in the United States. As used in this Section 9(a), the term “Prospectus” means the Prospectus in the form first used to confirm sales of the Underwritten Securities.

(b) In the event of any such termination, in respect to such terminated Terms Agreement, (x) the covenants set forth in Section 3 with respect to any offering of Underwritten Securities shall remain in effect so long as any Underwriter owns any such Underwritten Securities purchased from the Company or the Operating Partnership, as the case may be, pursuant to the applicable Terms Agreement and (y) the covenant set forth in Section 3(j) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 6 and 7 hereof, and the provisions of Sections 8 and 13 hereof shall remain in effect.

SECTION 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Underwritten Securities which it or they are obligated to purchase under the applicable Terms Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the Underwritten Securities to be purchased pursuant to such Terms Agreement, each of the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of the Underwritten Securities to be purchased pursuant to such Terms Agreement, the applicable Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default under this Agreement and the applicable Terms Agreement.

In the event of any such default which does not result in a termination of the applicable Terms Agreement, each of the Representatives or the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

SECTION 11. Covenant of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

SECTION 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at the address specified in the applicable Terms Agreement; notices to the Company and the Operating Partnership shall be directed to any of them at 600 East 96^th Street, Suite 100, Indianapolis, Indiana, 46240, attention of Christie B. Kelly.

30

SECTION 13. Entire Agreement. (a) This Agreement and the applicable Terms Agreement represent the entire agreement between the Company, the Operating Partnership and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Underwritten Securities.

(b) Each of the Company and the Operating Partnership acknowledges that in connection with the offering of the Underwritten Securities: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, the Operating Partnership or any other person, (ii) the Underwriters owe the Company and the Operating Partnership only those duties and obligations set forth in this Agreement or the applicable Terms Agreement and (iii) the Underwriters may have interests that differ from those of the Company and the Operating Partnership. The Company and the Operating Partnership waive to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Underwritten Securities.

SECTION 14. Counterparts. This Agreement may be signed in two or more counterparts, by facsimile or otherwise, each of which when so executed shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 15. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

SECTION 16. Parties. This Agreement and the applicable Terms Agreement shall each inure to the benefit of and be binding upon the parties hereto and their respective successors. Nothing expressed or mentioned in this Agreement or the applicable Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than those referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or the applicable Terms Agreement or any provision herein or therein contained. This Agreement and the applicable Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and thereto and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Underwritten Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 17. Governing Law and Time. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time.

31

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms.

Very truly yours,
DUKE REALTY CORPORATION
By:
Name:
Title:
DUKE REALTY LIMITED PARTNERSHIP
By:	Duke Realty Corporation
	General Partner
By:
Name:
Title:

32

Exhibit A

DUKE REALTY CORPORATION

(an Indiana Corporation)

DUKE REALTY LIMITED PARTNERSHIP

(an Indiana limited partnership)

[Number and Title of Securities]

TERMS AGREEMENT

Dated: [                    ], 200[    ]

To:	Duke Realty Corporation
	Duke Realty Limited Partnership
c/o	Duke Realty Corporation
	600 East 96th Street, Suite 100
	Indianapolis, IN 46240

Attention: Chairman of the Board of Directors

Ladies and Gentlemen:

We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [            ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[            ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below.

A-1

Underwriter	[Number of Shares] [Principal Amount] Of Initial Underwritten Securities
Total	$

The Underwritten Securities shall have the following terms:

[Common Stock] [Preferred Stock] [Depositary Shares]

Title of Securities:

Number of Shares:

[Current Ratings:]

[Dividend Rate: [$            ] [    %], Payable:]

[Stated Value:]

[Liquidation Preference:]

[Ranking:]

Public offering price per share: $          [, plus accumulated dividends, if any, from                     , 200  .]

Purchase price per share: $          [, plus accumulated dividends, if any, from                    , 200  .]

[Conversion provisions:]

[Voting and other rights:]

Number of Option Securities, if any, that may be purchased by the Underwriters:

Additional co-managers, if any:

Other terms:

Closing time, date and location:

The Underwritten Securities shall have the following terms:

[Debt Securities]

Title of Securities:

Currency:

Principal amount to be issued:

Current ratings: Moody’s Investors Service, Inc.            ;

Standard & Poor’s Ratings Service            ; [other rating agencies];

Interest rate or formula:

Interest payment dates:

Interest reset dates:

Interest determination date:

Stated maturity date:

Redemption or repayment provisions:

Number of Option Securities, if any, that may be purchased by the Underwriters:

Delayed Delivery Contracts: [authorized] [not authorized]

[Date of Delivery:

Minimum contract:

Maximum aggregate principal amount:

Fee:     %]

A-2

[Initial public offering price:     %, plus accrued interest, if any, or amortized original issue discount, if any, from 20    .]

Purchase price:     %, plus accrued interest, if any, or amortized original issue discount, if any, from                     , 20     (payable in [same] [next] day funds).

Other terms:

Closing date and location:

All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities – Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined.

Please accept this offer no later than [            ] o’clock P.M. (New York City time) on [            ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.

Very truly yours,
[UNDERWRITERS]
By:	[REPRESENTATIVES]
By:
	For themselves and as Representatives of the other named Underwriters.

Accepted:
DUKE REALTY CORPORATION
By:
Name:
Title:
DUKE REALTY LIMITED PARTNERSHIP
By:	DUKE REALTY CORPORATION
	General Partner
By:
Name:
Title:

A-3

EX-4.3

Exhibit 4.3

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

DUKE REALTY LIMITED PARTNERSHIP

Dated as of July 31, 2009

TABLE OF CONTENTS

ARTICLE I     GENERAL PROVISIONS	1
Section 1.01.   Name	1
Section 1.02.   Place of Business	1
Section 1.03.   Continuation and Term	1
Section 1.04.   Definitions	1
ARTICLE II     MEMBERS AND STATUS	9
Section 2.01.   The Partners	9
Section 2.02.   Additional Partners	9
Section 2.03.   Classification and Ownership of Units	9
Section 2.04.   Liability of General Partner	10
Section 2.05.   Limitation Upon Liability of Limited Partners	11
ARTICLE III     SCOPE OF PARTNERSHIP AND MODE OF OPERATION	12
Section 3.01.   Scope of Partnership	12
Section 3.02.   Powers of the Partnership	12
Section 3.03.   Management of the Partnership	13
Section 3.04.   Limitation on Powers	14
Section 3.05.   Non-Participation in Management by Limited Partners	14
Section 3.06.   Time to be Devoted to Business	14
Section 3.07.   Dealings With Related Entities	14
Section 3.08.   Other Business	15
Section 3.09.   Restriction on the General Partner and Partnership Activities	15
Section 3.10.   Indemnification	16
Section 3.11.   Voting Rights of Partners	17
Section 3.12.   Approval Procedures	18
Section 3.13.   Loans to and from the Partnership	18
Section 3.14.   Reimbursement of Expenses	18

Section 3.15.   Indemnification of Certain Recourse Debt	19
ARTICLE IV     CAPITAL CONTRIBUTIONS, PROFITS AND LOSSES AND DISTRIBUTIONS	19
Section 4.01.   Purchase of Units and Capital Contributions	19
Section 4.02.   Issuance of Additional Partnership Interests	19
Section 4.03.   Distributable Cash	20
Section 4.04.   Distributions From Terminating Capital Transaction	20
Section 4.05.   Allocation of Profits and Losses	20
Section 4.06.   Mandatory Allocations	22
Section 4.07.   Other Allocation Rules	23
Section 4.08.   Tax Allocations; Code Section 704(c)	23
Section 4.09.   General Provisions	24
Section 4.10.   No Interest on Capital Accounts	24
Section 4.11.   Distribution of Property	24
Section 4.12.   Return of Capital Contribution	24
ARTICLE V     ACCOUNTING, REPORTING AND HOLDING OF ASSETS	24
Section 5.01.   Fiscal Year	24
Section 5.02.   Records, Accounting and Reports	24
Section 5.03.   Right to Inspection	25
Section 5.04.   Holding and Transfer of Assets	26
Section 5.05.   Bank Accounts	26
Section 5.06.   Tax Status; Notice of Tax Controversy	26
Section 5.07.   Tax Matters Partner; Tax Elections; Tax Returns	26
Section 5.08.   Tax Matters Partner Not Liable	27
Section 5.09.   Withholding	28
ARTICLE VI     DISSOLUTION AND CONTINUATION OF PARTNERSHIP	28
Section 6.01.   Dissolution	28
Section 6.02.   Notice of Dissolution	28
Section 6.03.   Continuation of Partnership	28
Section 6.04.   Extension of Term	29

ARTICLE VII     TRANSFER OF UNITS AND CHANGES IN PARTNERS	29
Section 7.01.   General Partner Transfers Restricted	29
Section 7.02.   Limited Partner Transfers Restricted	29
Section 7.03.   Transfer and Assignment of Partnership Interest	30
Section 7.04.   Substitution as a Partner	31
Section 7.05.   Additional Conditions to Assignment and Substitution	31
Section 7.06.   Allocation Upon Assignment or Redemption	32
Section 7.07.   Redemption Right	32
Section 7.08.   Effect of Transfer	34
ARTICLE VIII     LIQUIDATION	34
Section 8.01.   Liquidation Determination	34
Section 8.02.   Liquidation Procedure	34
Section 8.03.   Allocation of Liquidation Proceeds	34
ARTICLE IX     MISCELLANEOUS	34
Section 9.01.   Notice	34
Section 9.02.   Construction	34
Section 9.03.   Assigns and Successors in Interest	34
Section 9.04.   Assignment	35
Section 9.05.   Amendment	35
Section 9.06.   Certificate of Limited Partnership	36
Section 9.07.   Further Assurances	36
Section 9.08.   Warranties of Representatives	36
Section 9.09.   Computation of Time	36
Section 9.10.   Captions	36
Section 9.11.   Identification	36
Section 9.12.   Counterparts	36
Section 9.13.   Partners’ Capability	36
Section 9.14.   Severability	36
Section 9.15.   Approval or Consent	36
Section 9.16.   Meetings	37

Section 9.17.   Consent of Partners and Assignees	37
Section 9.18.   Limitation on Benefits of this Agreement	37
Section 9.19.   Special Power of Attorney	37

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

DUKE REALTY LIMITED PARTNERSHIP

Duke Realty Corporation, an Indiana corporation and the Persons whose names are set forth on Exhibit A hereto, hereby adopt and agree as provided in the following Third Amended and Restated Agreement of Limited Partnership (the “Agreement”).

ARTICLE I

GENERAL PROVISIONS

Section 1.01. Name. The name of the Partnership is Duke Realty Limited Partnership.

Section 1.02. Place of Business. The specified office of the Partnership shall be 600 East 96^th Street, Suite 100, Indianapolis, Indiana 46240, or such location as may be selected from time to time by the General Partner.

Section 1.03. Continuation and Term. The Partners agree that (i) the Persons listed in Exhibit B are hereby admitted to the Partnership as Limited Partners, with the result that, at the date of this Agreement, the Limited Partners are the Persons listed in Exhibit A (other than the General Partner) and (ii) the Amended and Restated Agreement of Limited Partnership dated October 4, 1993 (the “Prior Partnership Agreement”) that previously evidenced the Partnership is hereby amended and restated in its entirety, subject to the terms provided herein, and the Partnership is continued without interruption under and pursuant to the terms and provisions of the Act; provided however, this Third Amended and Restated Agreement of Limited Partnership shall become effective only upon the effective time of the Merger (as hereinafter defined). If such effective time of the Merger does not occur, this Agreement shall have no effect and the Partnership will continue pursuant to the terms and conditions set forth in the Prior Partnership Agreement. The term of the Partnership shall extend until December 31, 2099, subject to extension as provided in Section 6.05, unless sooner terminated as hereinafter provided.

Section 1.04. Definitions. The following terms have the following meanings herein:

“Act” means the Indiana Revised Uniform Limited Partnership Act, as now or hereafter amended.

“Additional Limited Partner” means a Person admitted to the Partnership as a Limited Partner pursuant to Sections 2.02 and 4.02, and who is shown as such on the books and records of the Partnership.

“Adjusted Capital Account” means, with respect to any Partner, such Partner’s Capital Account as of the end of the relevant fiscal year or other period, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to this Agreement or an Indemnity Agreement, deemed obligated to restore to the Partnership pursuant to Section 1 .704-l(b)(2)(ii)(c) of the Treasury Regulations or deemed obligated to restore to the Partnership pursuant to Sections 1 .704-2(g)(1) and 1 .704-2(i)(5) of the Treasury Regulations, and

(ii) Debit to such Capital Account the items described in Section 1.704-1 (b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

“Affiliate” means a Person who, with respect to another person, directly or indirectly controls, is controlled by or is under common control with such other Person.

“Aggregate Indemnity Amount” means with respect to the Indemnitor Partners, as a group, the aggregate amount of Indemnity Amounts, if any, of the Indemnitor Partners, as determined on the date in question.

“Aggregate Restoration Amount” means with respect to the Obligated Partners, as a group, the aggregate amount of the Restoration Amounts, if any, of the Obligated Partners, as determined on the date in question.

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“Agreed Value” means (i) in the case of any property owned by the Partnership as of the date immediately prior to the Merger, the fair market value of such property; and (ii) in the case of any Contributed Property contributed pursuant to or subsequent to the Merger, the fair market value of such property or other consideration at the time of contribution, in each case as determined by the General Partner using such reasonable method of valuation as it may adopt, reduced in either case by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed.

“Assignee” means a Person who has acquired a direct beneficial interest in the Partnership but who has not become a Substituted Partner.

“Assignee of Record” means an Assignee whose beneficial interest in the Partnership has been recorded on the books of the Partnership and is the subject of a written assignment, the effective date of which has passed.

“Assignment” means, for purposes of Article VII with regard to Units, any sale, assignment, transfer, pledge, encumbrance or other disposition of, or the granting of a security interest in, one or more Units, including without limitation a transfer in connection with a dissolution, merger, consolidation or similar action of a Partner or an Assignee, but does not include a redemption or acquisition of Units from a Limited Partner pursuant to Section 7.07. “Assign” means to effect an Assignment.

“Bankruptcy” means, with respect to a Person, the happening of any of the following:

(i) The entry by a court or governmental agency having jurisdiction in the premises of a decree or order for relief in respect of the Person in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person, or for any substantial part of such Person’s property or ordering the winding up or liquidation of such Person’s affairs, and such decree or order remaining unstayed and in effect for a period of sixty (60) consecutive days; or

(ii) The consent by the Person to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any substantial part of such Person’s property, or the filing of a pleading in any court of record admitting in writing the inability of the Person to pay his, her or its debts as they come due; or

(iii) The commencement by the Person of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law; or

(iv) The making by the Person of a general assignment for the benefit of creditors.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York or Indianapolis, Indiana are authorized or required by law to close.

“Capital Account” means, as to any Partner, a book account maintained in accordance with the following provisions: To each Partner’s Capital Account there shall be credited:

(i) The Agreed Value of any property other than cash such Partner has contributed to the Partnership as a Capital Contribution;

(ii) The amount of cash such Partner has contributed to the Partnership (including any contribution pursuant to Section 4.01 and Section 2.05, and including any payments in satisfaction of Recourse Liabilities made by an Indemnitor Partner pursuant to an Indemnity Agreement);

(iii) The amount of Profits allocated to such Partner and any items in the nature of income or profits that are specifically allocated to such Partner pursuant to Section 4.06; and

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(iv) The amount of any liabilities of the Partnership that are assumed by the Partner or are secured by any property distributed by the Partnership to such Partner determined in accordance with Treasury Regulations issued under Section 752 of the Code;

To each Partner’s Capital Account there shall be debited:

(i) The amount of cash and the gross fair market value of any Partnership asset distributed to such Partner with respect to the Partner’s Units pursuant to any provision of this Agreement;

(ii) The amount of Losses allocated to such Partner and any items in the nature of expenses or losses that are allocated to such Partner pursuant to Section 4.06; and

(iii) Any reimbursement by the Partnership to an Indemnitor Partner pursuant to an Indemnity Agreement.

Each Partner’s Capital Account shall be further maintained and adjusted in accordance with the Code and Treasury Regulations thereunder, including any other adjustments to Capital Accounts provided in the Treasury Regulations issued under Section 704 of the Code, such as, but not limited to, increases or decreases to reflect a revaluation of Partnership property on the Partnership’s books in accordance with the rules of Treasury Regulations Section 1 .704-1(b)(2)(iv)(f). The foregoing provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. Any questions with respect to a Partner’s Capital Account shall be resolved by the General Partner in its reasonable discretion, applying principles consistent with this Agreement. Generally, a transferee of a Partnership interest shall succeed to the Capital Account relating to the Partnership interest transferred or the corresponding portion thereof. The Capital Account of a Partner may, under certain circumstances, be an amount less than zero.

“Capital Contribution” means the total amount of cash and the Agreed Value of any Contributed Property contributed to the Partnership by a Partner.

“Code” means the Internal Revenue Code of 1986, as amended (or any corresponding provision of succeeding law). A reference to a section of the Code shall be deemed to include any amendatory or successor provision thereto.

“Code Section 705(a)(2)(B) Expenditures” mean expenditures described in Code Section 705(a)(2)(B) and any amounts treated as Code Section 705(a)(2)(B) expenditures under Treasury Regulations Section 1.704-1(b)(2)(iv)(i)(2).

“Common Units” means Units that are not Preferred Units.

“Contributed Property” means each property or other asset, in such form as may be permitted by the Act, but excluding cash, contributed by any Partner or deemed contributed by any Partner to the Partnership.

“Current Market Price” means for a REIT Share at any date, the average of the daily closing prices for thirty (30) consecutive Business Days commencing forty-five (45) Business Days before such date, where the closing price for each day is (A) the last reported sale price or, in case no such reported sale takes place on such day, the average of the last reported bid and asked prices, in either case on the principal national securities exchange registered under the Securities Exchange Act of 1934 on which the REIT Shares are admitted to trading or listed; or (B) if not listed or admitted to trading on any national securities exchange, the mean between the closing high bid and low asked quotations of the REIT Shares on the National Association of Securities Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted; or (C) if not so listed or admitted for trading on such exchange and if not so quoted, the mean between the high bid and low asked quotations for REIT Shares as reported by the National Quotation Bureau Incorporated or such other nationally recognized quotation service selected by the General Partner for that purpose (if said Bureau is not at the time furnishing quotations), if at least two securities dealers have inserted both bid and asked quotations for the REIT Shares on at least five (5) of the ten (10) trading days preceding such valuation date; or (D) if none of the conditions set forth in (A), (B), or (C) is met, unless the holder of the REIT Shares or Units and the General Partner otherwise agree, the fair market value of such REIT Shares as determined by a member firm of the New York Stock Exchange, Inc. mutually acceptable to such holder and the General Partner. Notwithstanding the foregoing, “Current

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Market Price” for purposes of determining any Redemption Amount being paid in cash to any Redeeming Partner who was a limited partner of Weeks Realty, L.P. immediately prior to the Merger on any date, shall mean the average of the closing prices for the ten (10) consecutive Business Days ending on such date.

“Depreciation” means for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such year or other period, except that if the Partnership asset is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such asset pursuant to Section 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, depreciation, amortization, or other cost recovery deductions shall be computed for book purposes with respect to such asset pursuant to Section 1.704-1 (b)(2)(iv)(g) or 1.704-3(2) of the Treasury Regulations.

“Distributable Cash” means, with respect to any period for which such calculation is being made, the sum of:

(i) The Partnership’s Profit or Loss (as the case may be, with any Loss stated as a negative number) for such period;

(ii) Depreciation and all other noncash charges deducted in determining Profit or Loss for such period;

(iii) The amount of any reduction in reserves of the Partnership referred to in clause (xi) below (including, without limitation, reductions resulting because the General Partner determines such amounts are no longer necessary);

(iv) The excess of proceeds (net of transaction expenses) from the sale, exchange, disposition, or financing or refinancing of Partnership property for such period over any gain recognized from such sale, exchange, disposition, or financing or refinancing during such period (excluding Terminating Capital Transactions);

(v) Any expense or loss amount included in determining Profit or Loss for such period that was not disbursed by the Partnership during such period; and

(vi) All other cash received by the Partnership for such period that was not included in clauses (i) to (v) above with respect to such period;

less the sum of:

(i) All principal debt payments made during such period by the Partnership;

(ii) Capital expenditures made by the Partnership during such period;

(iii) Investments in any entity (including loans made thereto) to the extent that such investments are not otherwise described in clauses (vii) or (viii);

(iv) Any income or gain amount included in determining Profit or Loss for such period that was not received by the Partnership during such period;

(v) The amount of any increase in reserves established during such period which the General Partner determines is necessary or appropriate in its sole and absolute discretion; and

(vi) All other expenditures and payments not deducted in determining Profit or Loss or included in clauses (vii) to (xi) with respect to such period.

Notwithstanding the foregoing, Distributable Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves established, after commencement of the dissolution and liquidation of the Partnership.

“Distribution” means any cash or property distributed to a Partner or Assignee arising from its interest in the Partnership.

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“DSI” means Duke Services, Inc., an Indiana corporation.

“Duke Services” means Duke Realty Services Limited Partnership, an Indiana limited partnership.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“General Partner” means Duke Realty Corporation, an Indiana corporation.

“Immediate Family” has the meaning given to such term in Rule 16a-l(e) under the Exchange Act.

“Incapacity” or “Incapacitated” means, (i) as to any individual Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating him incompetent to manage his Person or his estate; (ii) as to any corporation which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter, (iii) as to any partnership which is a Partner, the dissolution and commencement of winding up of the partnership; (iv) as to any estate which is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership; (v) as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee); or (vi) as to any Partner, the Bankruptcy of such Partner.

“Indemnity Agreement” means an agreement between a Partner and the General Partner pursuant to which such Partner has agreed to indemnify the General Partner from and against payment of a portion of the Partnership’s Recourse Liabilities and which shifts the economic risk of loss, within the meaning of Section 1.752-2 of the Treasury Regulations, to one or more Partners. Each Partner who is a party to an Indemnity Agreement is listed on Exhibit N attached hereto as an “Indemnitor,” together with the Indemnity Amount of such Indemnitor.

“Indemnity Amount” means the maximum amount of Partnership Recourse Liabilities as to which an Indemnitor Partner (or a person related to an Indemnitor Partner within the meaning of Section 1.752-4(b) of the Treasury Regulations) has agreed to bear the economic risk of loss (within the meaning of Section 1.752-2 of the Treasury Regulations) through an Indemnity Agreement.

“Indemnitor Partners” means those Partners who are allocated the economic risk of loss as to a portion of the Partnership’s Recourse Liabilities through an Indemnity Agreement.

“Insolvent” means, with respect to a Person, a situation where (i) the Person is unable to pay its debts as they become due in the ordinary course of business, or (ii) the Person’s liabilities exceed the Person’s assets as determined under GAAP.

“IRS” means the Internal Revenue Service.

“Limited Partners” means (i) the Partners listed in Exhibit A hereto other than the General Partner, (ii) Additional Limited Partners and (iii) successors who have complied with the requirements of Article VII and who have been accepted as Substituted Partners pursuant to Section 7.04, in each case until all of the Units owned by any such Person are transferred under Article VII.

“Liquidation Preference Amount” means with respect to any Preferred Unit, the amount payable with respect to such Preferred Unit pursuant to the applicable Partnership Unit Designation upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, as the case may be, as determined under the applicable Partnership Unit Designation.

“Merger” means the merger between Weeks Realty, L.P., a Georgia limited partnership, with and into the Partnership pursuant to an agreement and plan of merger dated February 28, 1999; such merger being in connection with and in contemplation of a merger between Weeks Corporation, a Georgia corporation, with and into the General Partner.

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“MWSB” means MWSB, Inc., a Delaware corporation.

“Nonrecourse Deductions” means the nonrecourse deductions as defined in Section 1 .704-2(b)( 1) of the Treasury Regulations. The amount of Nonrecourse Deductions for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain during such fiscal year reduced by any distributions during such fiscal year of proceeds of a Nonrecourse Liability that are allocable to an increase in Partnership Minimum Gain, determined according to the provisions of Sections 1.704-2(c) and 1.704-2(h) of the Treasury Regulations.

“Nonrecourse Liability” means a liability described in Section 1 .704-2(b)(3) of the Treasury Regulations.

“Notice of Redemption” means the Notice of Redemption substantially in the form of Exhibit C to this Agreement.

“Obligated Partner(s)” means that or those Limited Partner(s) listed as Obligated Partner(s) on Exhibit L attached hereto and made a part hereof, as such Exhibit may be amended from time to time by the General Partner, whether by express amendment to this Partnership Agreement or by execution of a written instrument by and between any additional Obligated Partner(s) being directly affected thereby and the General Partner, acting on behalf of the Partnership and without the prior consent of the Limited Partners (whether or not such Limited Partners are Obligated Partners or Indemnitor Partners other than the Obligated Partner(s) being directly affected thereby). Any successor, Assignee, or transferee of the entire Partnership Interest of an Obligated Partner shall be considered an Obligated Partner; provided however, that (i) if an entity Obligated Partner makes a distribution of all or any portion of its Units, the General Partner shall, upon receipt of written notice from such Obligated Partner and such distributee(s) of Units, amend Exhibit L to add any such distributee(s) as an additional Obligated Partner in the manner set forth in such notice, and (ii) the General Partner shall not become an Obligated Partner with respect to any Units acquired from an Obligated Partner pursuant to Section 7.07 or otherwise.

“Obligated Partner-Controlled Partnership” means any of those certain general partnerships that, on August 24, 1994, had as its sole partners an Obligated Partner and a corporation wholly-owned by such Obligated Partner and that became a Limited Partner in Weeks Realty, L.P. at that date.

“Partner” means the General Partner or any Limited Partner.

“Partner Minimum Gain” means an amount with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1 ..704-2(i)(3) of the Treasury Regulations.

“Partner Nonrecourse Debt” means a liability as defined in Section 1 .704-2(b)(4) of the Treasury Regulations.

“Partner Nonrecourse Deductions” means the partner nonrecourse deductions as defined in Section 1 .704-2(i)(2) of the Treasury Regulations. The amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a fiscal year equals the net increase, if any, in the amount of Partner Minimum Gain during such fiscal year attributable to such Partner Nonrecourse Debt, reduced by any distributions during that fiscal year to the Partner that bears the economic risk of loss for such Partner Nonrecourse Debt to the extent that such distributions are from the proceeds of such Partner Nonrecourse Debt and are allocable to an increase in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined according to the provisions of Sections 1.704-2(h) and 1.704-2(i) of the Treasury Regulations.

“Partnership” means the partnership governed by this Agreement.

“Partnership Minimum Gain” means the aggregate gain, if any, that would be realized by the Partnership for purposes of computing Profits and Losses with respect to each Partnership asset if each Partnership asset subject to a Nonrecourse Liability were disposed of for the amount outstanding on the Nonrecourse Liability by the Partnership in a taxable transaction. Partnership Minimum Gain with respect to each Partnership asset shall be further determined in accordance with Section 1.704-2(d) of the Treasury Regulations and any subsequent rule or regulation governing the determination of minimum gain. A Partner’s share of Partnership Minimum Gain at the end of any Partnership year shall equal the aggregate Nonrecourse Deductions allocated to such Partner (or his predecessors in interest) up to that time, less such Partner’s (and predecessors’) aggregate share of decreases in Partnership Minimum Gain determined in accordance with Section 1.704-2(g) of the Treasury Regulations.

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“Partnership Record Date” means the record date established by the General Partner for the distribution of Distributable Cash pursuant to Section 4.03 hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its shareholders of some or all of its portion of such distribution.

“Partnership Unit Designation” has the meaning set forth in Section 4.02.

“Percentage Share” means, with respect to each Partner, the product of 100% and a fraction, the numerator of which is equal to the number of Common Units owned by the Partner and the denominator of which is equal to the total number of outstanding Common Units.

“Permitted Transaction” means a merger by the General Partner with another entity, immediately after which substantially all of the assets of the surviving entity, other than Units held by the General Partner, are contributed to the Partnership as a Capital Contribution in exchange for Units with a fair market value equal to the net fair market value of the assets so contributed.

“Person” means an individual, firm, partnership, corporation, limited liability company, estate, trust, pension or profit-sharing plan or other entity.

“Preferred Units” means (i) the Units described in Exhibits D through J that are outstanding on the date of this Agreement and (ii) all other Units issued after the date of this Agreement pursuant to Section 4.02 that are designated as Preferred Units.

“Principal Owners” means Gary A. Burk, Michael Colette, Thomas L. Hefner, David R. Mennel, Daniel C. Staton, John W. Wynne and Darell E. Zink, Jr.

“Profits” and “Losses” mean, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such fiscal year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(ii) Any Code Section 705(a)(2)(B) Expenditures not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;

(iii) In the event any asset of the Partnership is distributed to any Partner or sold by the Partnership, the difference on such date between (a) the gross fair market value and (b) either (1) the adjusted basis of the asset for federal income tax purposes, or (2) if the asset is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such asset pursuant to Treasury Regulations Section 1 .704-l(b)(2)(iv)(d) or 1 .704-1(b)(2)(iv)(f), the gross fair market value on the date of the contribution of the asset to the Partnership or the gross fair market value of the asset on the date of the asset’s revaluation on the Partnership’s books, as the case may be (as determined by the General Partner) less Depreciation, shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period; and

(v) Notwithstanding any other provision of this definition, any items which are allocated pursuant to Section 4.06 hereof shall not be taken into account in computing Profits and Losses.

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“Recourse Liabilities” means, as of the date of determination, the amount of indebtedness owed by the Partnership on that date other than Nonrecourse Liabilities and Partner Nonrecourse Debt.

“Redeeming Partner” has the meaning set forth in Section 7.07.

“Redemption Amount” means either (i) the REIT Shares Amount, or (ii) upon a determination by the General Partner in the reasonable exercise of its discretion that transfer of the REIT Shares Amount to the Redeeming Partner could cause the General Partner to fail to qualify as a REIT, an amount of cash equal to the REIT Shares Amount times the Current Market Price per REIT Share as of the date of receipt by the General Partner of the Notice of Redemption (or, if such date is not a Business Day, the first Business Day thereafter).

“Redemption Ratio” means the amount determined in accordance with Section 7.07(d). “Redemption Right” has the meaning set forth in Section 7.07.

“REIT” means a real estate investment trust under Section 856 of the Code.

“REIT Merger” means the proposed merger between Weeks Corporation, a Georgia corporation, with and into Duke Realty Investments, Inc.

“REIT Share” means a share of common stock of the General Partner.

“REIT Shares Amount” means a number of REIT Shares equal to the product of the number of Units offered for redemption by a Redeeming Partner, multiplied by the Redemption Ratio; provided, that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, “rights”) and the General Partner can issue such, rights to Persons exercising the Redemption Right, then the REIT Shares Amount also includes such rights that a holder of that number of REIT Shares would be entitled to receive.

“Restoration Amount” means with respect to any Obligated Partner, the amount set forth opposite the name of such Obligated Partner on Exhibit L hereto and made a part hereof, as such Exhibit may be modified from time to time by an amendment to the Partnership Agreement or by execution of a written instrument by and between any additional Obligated Partner(s) being directly affected thereby and the General Partner, acting on behalf of the Partnership and without the prior written consent of the Limited Partners (whether or not such Limited Partners are Obligated Partners or Indemnitor Partners other than the Obligated Partner(s) being directly affected (thereby). If an entity Obligated Partner makes a distribution of all or any portion of its Units, and the General Partner receives a written notice from such Obligated Partner and any distributee (s) of Units to amend Exhibit L to add such distributee(s) as additional Obligated Partner(s), the Restoration Amount of such additional Obligated Partner(s) shall be increased by an amount equal to that amount set forth in such notice, and the Restoration Amount of the Obligated Partner making such distribution shall be reduced by such amount. Those Limited Partners who were limited partners of Weeks Realty, L.P. immediately prior to the Merger shall be given proportionate opportunities to increase any Restoration Amount which they have elected to restore upon liquidation of their interest in the Partnership (as more particularly provided in Section 2.05 hereof) on the same basis, if any, as is provided generally to Limited Partners.

“Special Partner Approval” means the approval of Partners holding more than ninety percent (90%) of the outstanding Common Units.

“Specified Redemption Date” means the tenth Business Day after receipt by the General Partner of a Notice of Redemption; provided that if the General Partner combines its outstanding REIT Shares into a smaller number of REIT Shares, no Specified Redemption Date shall occur between the record date and the effective date of such combination.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of(i) the voting power of the voting equity securities or (ii) the fair market value of the outstanding equity interests is owned, directly or indirectly, by such Person.

“Substituted Partner” means an Assignee of Record, or other Person, who becomes a Partner pursuant to Article VII.

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“Tax Matters Partner” means the General Partner, or any successor thereto appointed by the General Partner.

“Terminating Capital Transaction” means either the sale, exchange or other disposition of all or substantially all of the assets of the Partnership in a single transaction or a related series of transactions or a dissolution of the Partnership unless the Partnership is continued.

“Total Assets” means, as of the date of determination, all assets of the Partnership on that date, determined on a consolidated basis in conformity with GAAP.

“Total Liabilities” means, as of the date of determination, all liabilities of the Partnership on that date, determined on a consolidated basis in conformity with GAAP.

“Treasury Regulations” means the Income Tax Regulations promulgated under the Code as such Treasury Regulations may be amended from time to time (including Temporary Regulations). A reference to any Treasury Regulation shall be deemed to include any amendatory or successor provision thereto.

“Unaffiliated General Partner Directors” means the members of the General Partner’s board of directors who satisfy the definition of “Unaffiliated Directors” in the General Partner’s Articles of Incorporation, as now or hereafter amended.

“Unit” means a unit of partner interest in the Partnership (including Preferred and Common Units), representing a Capital Contribution and/or a right to receive a share of the Partnership’s Profits, Losses or Distributions, and in all cases the rights, powers and privileges appurtenant thereto in accordance with this Agreement.

Such terms shall be used either in the singular or plural and may be referred to in any gender as required by the context.

ARTICLE II

MEMBERS AND STATUS

Section 2.01. The Partners. The Partners of the Partnership shall consist of and be divided into a general partner and limited partners, with the General Partner as the sole general partner and the Limited Partners as the limited partners.

Section 2.02. Additional Partners. Except as provided in Sections 6.03 and 7.0l(c), no additional general partners shall be admitted. Subject to the limitations of Article VII, Persons who are issued Units by the Partnership, through purchase or otherwise, may be admitted as Additional Limited Partners from time to time by the General Partner subject to and as provided in this Agreement.

Section 2.03. Classification and Ownership of Units.

(a) Units consist of Common Units and Preferred Units. The Partnership may issue an unlimited number of Units. Units may be issued to, acquired and owned by Limited Partners or the General Partner.

(b) The General Partner may, in its sole discretion and without the consent of any other Partner, cause the Partnership to split the outstanding Units and issue to each Partner an additional whole number of Units, such that thereafter the Partner owns a number of Units equal to the number of Units previously owned by such Partner times a fraction which is greater than one.

(c) The General Partner shall cause the Partnership to issue one or more certificates in the names of the Partners owning Units to any Partner who requests such a certificate. Each such certificate shall be denominated in terms of the number of Units evidenced by such certificate. Each such certificate shall contain legends specifying restrictions on transfer imposed by this Agreement or by applicable law and noting the restrictions and agreements contained in Article VII. Upon the transfer, in accordance with Article VII, of a

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Unit evidenced by a certificate, the General Partner shall cause the Partnership to issue replacement certificates, in accordance with such procedures as the General Partner, in its sole and absolute discretion, may establish. Holders of Units which are not evidenced by certificates will be entitled to all the rights of ownership of such Units notwithstanding the fact that they are not evidenced by certificates.

(d) The Partnership shall issue a new certificate in place of any certificate previously issued if the record holder of such certificate:

(i) Makes proof by affidavit, in form and substance satisfactory to the General Partner, that such previously issued certificate has been lost, destroyed, or stolen;

(ii) Requests the issuance of a new certificate before the Partnership has notice that such previously issued certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) If requested by the General Partner, delivers to the Partnership a bond, in form and substance satisfactory to the General Partner, with such surety or sureties and with fixed or open penalty, as the General Partner may direct, to indemnify the Partnership against any claim that may be made on account of the alleged loss, destruction, or theft of such previously issued certificate; and

(iv) Satisfies any other reasonable requirements imposed by the General Partner.

When a previously issued certificate has been lost, destroyed, or stolen, and the Partner fails to notify the Partnership within a reasonable time after it has notice of such event, and a transfer of Units represented by the certificate is registered before the Partnership receives such notification, the Partner shall be precluded from making any claim against the Partnership with respect to such transfer or for a new certificate.

(e) The Partnership shall be entitled to treat each record holder as the Partner or Assignee of Record of any Units and, accordingly, shall not be required to recognize any equitable or other claim or interest in or with respect to such Units on the part of any other Person, regardless of whether the Partnership shall have actual or other notice thereof and regardless of whether such Person shall have possession of any certificate representing such Units, except as otherwise required by law.

Section 2.04. Liability of General Partner.

(a) Subject to the limitations expressed in this Section, the General Partner shall have unlimited liability for the repayment, satisfaction and discharge of the obligations of the Partnership to third parties dealing with the Partnership as prescribed by law, except for nonrecourse obligations of the Partnership. The General Partner is not liable to the Partnership and the Limited Partners (i) for return of the Capital Contribution or any portion thereof of any Limited Partner, (ii) on account of any disallowance or adjustment by a taxing authority of the allocation of taxable income, gain, losses, deductions or credits in Partnership income tax returns, (iii) on account of any failure by the Partnership to achieve any forecasted financial return or (iv) for any action or omission to act not constituting willful misconduct or gross negligence.

(b) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the General Partner acted in good faith.

(c) The Limited Partners (and Assignees by acceptance of an Assignment) expressly acknowledge that the General Partner is acting on behalf of its shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners or Assignees (including, without limitation, the tax consequences to Limited Partners or Assignees) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners or Assignees in connection with such decisions, provided that the General Partner has not acted in bad faith. The General Partner shall be conclusively presumed not to have acted in bad faith if it reasonably believed that its actions were in the best interests of its shareholders.

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(d) Subject to its obligations and duties as General Partner set forth in Section 3.03 hereof, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(e) Any amendment, modification or repeal of this Section 2.04, or any provision hereof, shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 2.04 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(f) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(g) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

(h) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder.

(i) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT, (ii) to protect the tax classification of the Partnership or any other partnership which is an Affiliate of the Partnership as a partnership for tax purposes, or (iii) to avoid the General Partner incurring any taxes under Section 857 of the Code, Section 4981 of the Code or under principles announced in IRS Notice 88-19 is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(j) A holder of Units shall not be deemed solely by virtue thereof to be a shareholder of the General Partner or to have any interest therein, other than the Redemption Right provided by Section 7.07.

(k) The rights and limitations of liability provided by this section to the General Partner shall extend to the directors, officers, employees and agents of the General Partner, provided, however, that nothing in this section shall be construed to create or imply any liability of any director, officer, employee or agent of the General Partner.

Section 2.05. Limitation Upon Liability of Limited Partners.

(a) The personal liability of each Limited Partner to the Partnership (except as provided in Sections 2.05(b) and 2.05 (c)), to the other Partners, to the creditors of the Partnership or to any other third party for the losses, debts or liabilities of the Partnership shall be limited to (i) the amount of its Capital Contribution which has not theretofore been returned to it as a Distribution (including a Distribution upon liquidation), and (ii) the amount of any liability under I.C. 23-16-7-8 for any Capital Contribution returned to the Limited Partner.

(b) Except as provided in the next sentence, Section 2.05(c) or my Indemnity Agreement, no Partner shall be liable to the Partnership or to any other Partner for any deficit or negative balance which may exist in such Partner’s Capital Account. If any Obligated Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, allocations and adjustments to Capital Accounts for all periods including such Partner’s share of any unrealized gain or loss with respect to the Partnership’s assets) on the date of “liquidation” of such Obligated Partner’s respective interest in the Partnership (within the meaning of Section 1 .704-l(b)(2)(ii)(g) of the

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Treasury Regulations), such Obligated Partner shall contribute to the capital of the Partnership an amount equal to its respective deficit balance; such obligation to be satisfied by the end of the Partnership’s first taxable year in which either the Partnership is dissolved or liquidated or such Obligated Partner’s interest in the Partnership is liquidated. To the extent contributions are used to make payments to creditors of the Partnership, no Obligated Partner shall be subrogated to the rights of any such creditor against the General Partner, the Partnership, another Partner or any person related thereto, and each Obligated Partner irrevocably waives any right to reimbursement, contribution or similar right to which such Obligated Partner might otherwise be entitled as a result of the performance of its obligations under this Agreement.

(c) Except as otherwise agreed to in writing by the General Partner and an Obligated Partner prior to the time of admission of such Obligated Partner to the Partnership, notwithstanding any other provision of this Agreement other than Section 2.05(d), an Obligated Partner shall not cease to be an Obligated Partner for purposes of this Section 2.05 and shall continue to be subject to the contribution obligations of this Section 2.05 as if such Obligated Partner continued to hold Units upon a sale or redemption by such Obligated Partner of all remaining Units for REIT Shares (pursuant to Section 7.07 or otherwise) unless, at no time during the 12 month period following such sale or redemption, the Partnership:

(i) is in Bankruptcy;

(ii) is Insolvent; or

(iii) fails to maintain a ratio of Total Liabilities to Total Assets of less than 80%;

provided that, after the passage of such 12 months, the Obligated Partner shall cease to be an Obligated Partner at the first time, if any, the Partnership is not subject to any of the conditions set forth in clauses (i), (ii) and (iii) above.

(d) After the death of an Obligated Partner, the executor of the estate of such Obligated Partner may elect to reduce (or eliminate) the deficit Capital Account restoration obligation of such Obligated Partner pursuant to Section 2.05(b). Such election may be made by such executor by delivering to the General Partner within two hundred seventy (270) days of the death of such Obligated Partner a written notice setting forth the maximum deficit balance in his Capital Account that such executor agrees to restore under Section 2.05(b), if any. If such executor does not make a timely election pursuant to this Section 2.05(d) (whether or not the balance in his Capital Account is negative at such time), then such Obligated Partner’s estate (and the beneficiaries thereof who receive distribution of Units therefrom) shall be deemed to have a deficit Capital Account restoration obligation as set forth pursuant to the terms of Section 2.05(b). Any Obligated Partner-Controlled Partnership may likewise elect, after the death of its respective Obligated Partner, to reduce (or eliminate) its deficit Capital Account restoration obligation pursuant to Section 2.05(b) by delivering a similar written notice to the General Partner within the time period specified herein. Any Obligated Partner-Controlled Partnership that does not make any such timely election shall similarly be deemed to have a deficit Capital Account restoration obligation as set forth pursuant to the terms of Section 2.05(b).

ARTICLE III

SCOPE OF PARTNERSHIP AND MODE OF OPERATION

Section 3.01. Scope of Partnership. The purpose of the Partnership is to engage, subject to the limitations in Sections 3.09(b) and 3.09(c), in any business that may be lawfully conducted by a limited partnership organized pursuant to the Act.

Section 3.02. Powers of the Partnership. Subject to the limitations in Sections 3.09(b), 3.09(c) and 3.09(d), the Partnership shall have all the powers permitted by law which are necessary or desirable in carrying out the purposes and business of the Partnership, including, but not limited to, the following powers:

(a) To acquire by purchase, exchange, lease, hire, or otherwise, real and personal property of every kind, character and description whatsoever, and wheresoever situated, and any interest therein, either alone or in conjunction with others, and to hold for investment, own, use, develop, operate, lease, mortgage, sell or otherwise dispose of, convey or otherwise deal in the same and any interest therein;

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(b) To perform all services related to the acquisition, development, holding, management, financing, leasing and disposition of real and personal property of every kind, character and description, including, but not limited to, the performance of management and other services with respect to its properties pursuant to contracts contributed to the Partnership;

(c) To borrow or raise money for any of the purposes of the Partnership, and from time to time, without limitation as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, evidences of indebtedness and other instruments, and to secure the payment thereof, the interest thereon and any other obligations or liabilities relating thereto, in any manner, including without limitation by mortgage on, security interest in or pledge, or conveyance or assignment in trust of, the whole or any part of the assets of the Partnership, real, personal or mixed, including contract rights and options, whether at the time owned or thereafter acquired, and future earnings, and to sell, pledge or otherwise dispose of such securities or other obligations of the Partnership for the furtherance of its purpose;

(d) To act in any state or nation in which the Partnership may lawfully act, for itself or as principal, agent or representative for any individual, association, partnership, corporation or legal entity, respecting business of the Partnership;

(e) To enter into, make, amend, perform and carry out, or cancel and rescind, contracts and other obligations for any lawful purpose pertaining to the business of the Partnership, including, but not limited to, one or more agreements to reimburse or be reimbursed by Duke Services for employee, administrative or other costs associated with the Partnership’s properties or properties for which services are rendered by Duke Services;

(f) To become a partner or member in, and perform the obligations of a partner or member of, any general or limited partnership or limited liability company, including but not limited to Duke Services;

(g) To apply for, register, obtain, purchase or otherwise acquire trademarks, trade names, labels and designs relating to or useful in connection with any business of the Partnership, and to use, exercise, develop and license the use of the same;

(h) To employ, on behalf of the Partnership, legal counsel; financial counsel; accountants; professional advisors; and Persons or entities for the operation and management of the business of the Partnership;

(i) To establish accounts and deposits and maintain funds in the name of the Partnership in banks or other financial institutions and to invest funds of the Partnership temporarily when not required for operation of its properties or distribution to the Partners, in short-term debt obligations, including without limitation obligations of federal and state governments, commercial paper and certificates of deposit of banks and other financial institutions;

(j) To pay or reimburse any and all actual fees, costs and expenses incurred in the formation and organization of the Partnership;

(k) To do all acts which are necessary, customary or appropriate for the protection and preservation of the Partnership’s assets, including the establishment of reserves;

(l) To loan money to, borrow money from and engage in transactions with Affiliates, subject to Sections 3.07 and 3.13;

(m) To compromise, submit to arbitration, sue on, or defend claims in favor of or against the Partnership; and

(n) In general, to exercise all of the general rights, privileges and powers permitted to be had and exercised by the provisions of the Act.

Section 3.03. Management of the Partnership. Subject to the limitations of this section, of Section 3.04 and of Section 3.09, the General Partner shall be responsible for the management of the Partnership’s business and shall have full, exclusive and complete power and discretion, without the need for consent or approval of any other Partner, to make all decisions and to do all things which it deems necessary or desirable on behalf of the Partnership, including but not limited to the exercise of the powers specified in Section 3.02 on behalf of the Partnership.

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Section 3.04. Limitation on Powers. As between the Partners and subject to Section 2.04(c), no Partner shall:

(i) Use the Partnership name or assets in any way except for the transaction of legitimate Partnership business or do any act in contravention of this Agreement of Partnership; or

(ii) Do any act which would make it impossible to carry on the business of the Partnership.

Section 3.05. Non-Participation in Management by Limited Partners. Except as specifically provided in this Agreement, no Limited Partner as such shall participate in the control or management of the business of the Partnership, nor act for and on behalf of the Partnership in any manner whatsoever. No Limited Partner shall be deemed to be participating in the management of the business of the Partnership merely by consulting with or advising the General Partner or by acting as an officer, director, employee, agent or shareholder of the General Partner or as an employee or agent of the Partnership, Duke Services, DSI or any Subsidiary of the Partnership, Duke Services or DSI.

Section 3.06. Time to be Devoted to Business. The General Partner and its employees and agents shall devote such time to the Partnership’s business as the General Partner determines to be reasonably necessary to manage and supervise the Partnership’s business and affairs in an efficient manner. Nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services with respect to the Partnership’s business, subject to the control of the General Partner. Unless otherwise provided in a writing executed by the General Partner, any such employment, or any appointment of any agent or authorization by the General Partner shall in all cases be subject to immediate termination upon written notice by the General Partner.

Section 3.07. Dealings With Related Entities.

(a) A Partner or any Affiliate of a Partner may contract or otherwise deal with the Partnership for the purchase or sale of goods, property or services or for other purposes, and the Partnership shall have the power to so contract or deal, if the transaction is in the best interests of the General Partner and its shareholders. The requirements of this subsection shall be deemed to be satisfied with respect to any contract or dealing for which the approval of the Unaffiliated General Partner Directors has been obtained; however, the failure to obtain such approval shall not be evidence that such requirements are not otherwise satisfied. The validity of any transaction, agreement, or payment involving the Partnership and an Affiliate of a Partner otherwise permitted by this Agreement shall not be affected by reason of the relationship between the Partner and the Affiliate or the approval of the transaction, agreement, or payment by the Partner who is otherwise interested in or related to the Affiliate. Specifically, and not by way of limitation, the Partnership is permitted to contract or otherwise deal with Duke Services and Steel Frame Erectors, Inc.

(b) If a Partner is employed by or retained by the Partnership in any capacity, compensation to such Partner shall be deemed to be for services rendered not in the Partner’s capacity as a member of the Partnership, and it shall be treated for federal income tax purposes as a payment described by Section 707(a) of the Code.

(c) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Duke Services, Subsidiaries of the Partnership or the General Partner or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner, Duke Services, or any of the Partnership’s or the General Partner’s Subsidiaries.

(d) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, options, right of first opportunity arrangements and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

(e) In connection with the Merger, from and after the date of this Agreement, the Partnership hereby assumes and agrees to perform the obligations and undertakings of Weeks Realty, L.P. under the agreements described in Exhibit K to this Agreement.

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Section 3.08. Other Business.

(a) Subject to subsection (b) and Section 3.09, nothing contained in this Agreement shall in any way or manner prohibit or restrict the right or freedom of any Partner, any Affiliate of any Partner or any other Person to conduct or participate in any business or activity individually or as a partner, shareholder or owner of any partnership, corporation or other entity other than the Partnership without any obligation or accountability to the Partnership or any other Partner, even if such business or activity competes with the business of the Partnership; and subject to Section 3.09, any entity which includes as a partner, shareholder or other owner a Partner, any Affiliate of a Partner or any other Person shall have the right at any time to own and operate any business whatsoever other than the business of the Partnership, either individually or with one or more parties, and shall not be required to obtain the consent thereto by any other Partner or offer to any other Partner or the Partnership a participation therein.

(b) Commencing upon their acceptance of one or more Units and admission to the Partnership as Limited Partners, each of the Principal Owners agrees that so long as he is employed by any of the Partnership, the General Partner, Duke Services, DSI or any Subsidiary of the Partnership, the General Partner, Duke Services or DSI, he will conduct all of his commercial real estate business exclusively through the Partnership, the General Partner, Duke Services, Duke Construction Limited Partnership, DSI, MWSB or a Subsidiary of the Partnership, the General Partner, Duke Services, Duke Construction Limited Partnership, DSI or MWSB, except (i) business with respect to whole or partial interests in fifteen (15) properties, which number may change from time to time, owned as of the date of this Agreement by Affiliates of the Principal Owners which the Partnership has as of the date of this Agreement an option to acquire, (ii) steel frame erecting business through Steel Frame Erectors, Inc. or (iii) as approved by the directors of the General Partner who have no pecuniary interest in such other business.

Section 3.09. Restriction on the General Partner and Partnership Activities.

(a) Unless Special Partner Approval is obtained, the General Partner shall not engage in any of the following activities:

(i) Directly or indirectly enter into or conduct any business, other than in connection with the ownership, acquisition and disposition of Units as a Limited Partner, the management of the business of the Partnership, activities in connection with DSI and the General Partner (which shall be limited to activities in connection with Duke Services and the Partnership), Duke Services, and Duke Construction Limited Partnership, and such activities as are incidental thereto.

(ii) Own any assets other than Units, its interest as a General Partner, its interest in DSI and such bank accounts or similar instruments as it deems necessary to carry out its responsibilities contemplated under this Agreement and its Articles of Incorporation.

(iii) Issue any additional shares of capital stock (other than REIT Shares issued pursuant to Section 7.07 or REIT Shares issued without consideration to all holders of REIT Shares); provided, however, that no Special Partner Approval shall be required if the General Partner contributes the net proceeds from the issuance of such shares of capital stock and from the exercise of rights contained in any options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such shares of capital stock to the Partnership in exchange for additional Units at the value per Unit established in Section 4.02(c).

(iv) Engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in Section 7.07(d)) other than a Permitted Transaction.

(b) Unless Special Partner Approval is obtained, the Partnership shall not engage in any of the following activities:

(i) Engage in any business other than business in which the General Partner is permitted to engage by its Articles of Incorporation as in effect on the date of this Agreement or which is incidental thereto or reasonably necessary for the protection of the Partnership.

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(ii) Notwithstanding anything to the contrary herein, effect or enter into an agreement to effect a voluntary sale, exchange or other disposition by merger, consolidation or otherwise (other than a disposition occurring upon a financing or refinancing by the Partnership) of all or substantially all of the assets of the Partnership in a single transaction or a series of related transactions.

(c) Notwithstanding anything to the contrary herein, (i) the Partnership shall not take, refrain from taking, or be required to take any action which, in the judgment of the General Partner, in its sole and absolute discretion, (A) could adversely affect the ability of the General Partner to continue to qualify as a REIT, (B) subject to clause (A), could adversely affect the classification of the Partnership or any partnership which is an Affiliate of the Partnership as a partnership for tax purposes, (C) could subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (D) could violate any law or regulation of any governmental body or agency having jurisdiction over the General Partner or its securities, unless such action (or inaction) shall have been specifically consented to by the General Partner in writing; and (ii) the Partnership, when deemed necessary by the General Partner in its sole and absolute discretion to continue the General Partner’s qualification as a REIT, shall be required to make distributions to its Partners, whether funded by available cash revenues, borrowings or any other means, which are sufficient in amount to enable the General Partner to meet the REIT distribution requirements contained in Code Section 857(a).

(d) Until the tenth anniversary of the Merger, the Partnership shall not sell in any single transaction or series of related transactions, any real property that was owned by Weeks Realty, L.P. immediately prior to the Merger and that at the time of such sale has a fair market value (as determined in good faith by the General Partner) in excess of $50 million without the prior approval of the Asset Committee of the Board of Directors of the General Partner, if it is reasonably likely that the proposed sale would result in adverse tax consequences to the holders of Units who contributed such properties to Weeks Realty, LP.

(e) Until the tenth anniversary of the Merger, the Partnership shall use commercially reasonable efforts to maintain at all times an amount of Recourse Liabilities equal to or greater than the aggregate amount of Recourse Liabilities as to which one or more current or future Partners have agreed, or will agree in the future, to bear the economic risk of loss through deficit Capital Account restoration obligations, Indemnity Agreements, or otherwise (the “Target Recourse Debt Amount”). Notwithstanding the foregoing, the Partnership shall have the right to cause the amount of outstanding Recourse Liabilities to fall below the Target Recourse Debt Amount if the General Partner determines, in good faith, that such action is in the best economic interest of the Partnership and its Partners (without taking into account the tax consequences of taking such action).

Section 3.10. Indemnification.

(a) Each Person who is now or in the future (i) the General Partner (ii) an officer, director, shareholder, or Affiliate of the General Partner, (iii) an officer, employee or agent of the Partnership, or (iv) any such Person’s successors and assigns, shall be indemnified by the Partnership against expenses (including, but not limited to, attorneys’ fees, related disbursements and removal of any liens affecting any property of the indemnitee), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by such Person in connection with any action, suit or proceeding to which such Person may be made a party by reason of being, or having been, (i) the General Partner, or (ii) an officer, director, shareholder, employee, agent or Affiliate of the General Partner, or (iii) an officer, employee or agent of the Partnership, or (iv) any such Person’s successor or assign (whether or not continuing to be such at the time of incurring such expense), if such Person acted in good faith and in a manner reasonably believed by such Person to be in, or at least not opposed to, the best interests of the Partnership, and, with respect to any criminal action or proceeding, such Person had either reasonable cause to believe his or its conduct was lawful or had no reasonable cause to believe his or its conduct was unlawful. An action shall be conclusively presumed to have been reasonably believed by a Person to be in, or at least not opposed to, the best interests of the Partnership if it was reasonably believed by such Person to be in, or at least not opposed to, the best interests of the General Partner or its shareholders. The termination of any proceeding by judgment, order or settlement does not create a presumption that the indemnitee did not meet the requisite standard of conduct set forth in this Section 3.10(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the indemnitee acted in a manner contrary to that specified in this Section 3.10(a). If a judgment, order, settlement or any other document which terminates a proceeding does not indicate whether the indemnitee met the requisite standard of conduct set forth in

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this Section 3.10(a), such determination shall be made by independent legal counsel unless the disinterested Unaffiliated General Partner Directors decide otherwise. Any such indemnification shall be limited to the assets of the Partnership and shall not impose any personal liability upon any Partner. This provision is intended to provide such indemnification as is permitted under Indiana law; it shall not operate to indemnify any person in any case in which such indemnification is for any reason contrary to law.

(b) Reasonable expenses incurred by an indemnitee who is a party to a proceeding may be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the indemnitee of the indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 3.10 has been met, and (ii) a written undertaking by or on behalf of the indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(c) The indemnification provided by this Section 3.10 shall be in addition to any other rights to which an indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an indemnitee who has ceased to serve in such capacity.

(d) The Partnership may purchase and maintain insurance, on behalf of any potential indemnitee and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) For purposes of this Section 3.10, the Partnership shall be deemed to have requested a Person to serve as fiduciary of an employee benefit plan, and such Person shall be deemed to be within the class of indemnitees in subsection (a), whenever the performance by the Person of the Person’s duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of Section 3.10(a); and actions taken or omitted by the indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(f) In no event may an indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An indemnitee shall not be denied indemnification in whole or in part under this Section 3.10 because the indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 3.10 are for the benefit of the indemnitees and their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

Section 3.11. Voting Rights of Partners.

(a) Subject to subsection (b), the following matters require Special Partner Approval:

(i) The matters described in Section 3.09(b).

(ii) Permitting the General Partner to engage in the actions described in Section 3.09(a).

(iii) Causing a dissolution of the Partnership as described in Section 6.01(c).

(iv) Amending this Agreement as described in Section 9.05(b).

(b) The parties intend that the exercise of any rights granted to the Limited Partners by this Agreement shall be deemed an action affecting only the agreement among the Partners and not an action affecting the management and

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control of the business or otherwise inconsistent with the Act. The exercise of any rights of the Limited Partners under this Section shall, at the option of the General Partner, be conditioned upon the prior receipt by the General Partner of an opinion of legal counsel for the Partnership, satisfactory in form and substance to the General Partner, to the effect that such exercise will not have a material adverse federal or state income tax or other material adverse legal impact on the Partnership. A Limited Partner may, however, and shall be permitted to exercise any rights granted to the Limited Partners by this Agreement relating to management and control of the business notwithstanding any adverse effect on such Limited Partner.

Section 3.12. Approval Procedures. Any matter requiring the consent or approval of all or any portion of the Partners shall be deemed to be approved if Partners entitled to vote thereon holding the requisite number of Units consent in writing pursuant to the terms of this Agreement to the proposed action. In lieu thereof, such a matter shall be submitted to the Partners entitled to vote thereon in the following manner:

(a) Within thirty (30) days of the proper proposal of the matter, the General Partner shall send notice of the proposal, the text thereof, and a ballot to each Partner entitled to vote thereon by first class United States mail at the address contained in the records of the Partnership.

(b) The notice shall set forth the recommendation of the General Partner, if any, with respect to the passage or rejection of the proposal and a brief explanation of the reasons therefor.

(c) The ballot supplied with the notice of the proposal shall state that the vote of each Partner is due at the offices of the Partnership in writing on a date certain which shall be no less than ten (10) and no more than thirty (30) days from the date of the notice (which shall be the date of the postmark of such notice) and shall provide that those Partners whose ballots are not received by said date shall be deemed to have voted in accordance with the recommendation of the General Partner or, in the case of a proposal on which the General Partner has not expressed a recommendation, shall provide that those Partners whose ballots are not received by said date shall be deemed to have voted against the proposal.

(d) A matter requiring the consent of a specified portion or portions of the Partners in addition to the consent of the Partners as a whole may be voted upon using the same notice and ballot, and it shall not be necessary for a Partner to mark and return multiple ballots to vote in more than one capacity.

(e) If consent is given or the proposal is passed in accordance with the foregoing procedure, the General Partner is expressly authorized and directed to take such action as may be specified in the consent or proposal.

Section 3.13. Loans to and from the Partnership. In the event that additional funds are required by the Partnership, one or more Partners (or any Affiliate thereof) may, at the option of the General Partner, loan such funds to the Partnership. Each such loan shall be made upon terms and conditions no less favorable to the Partnership than those upon which a commercial lending institution would make such a loan to an entity with financial and business characteristics similar to the Partnership. The Partnership may loan funds to the General Partner only to the extent such funds are needed by the General Partner either (A) to fund a payment on the $1 million demand note from the General Partner to DSI or (B) to make distributions to the General Partner’s shareholders required for the General Partner to qualify as a REIT or to avoid being subject to income or excise taxes under the Code. Any such loan shall be repaid as soon as possible, shall have a maximum term of one (1) year and shall be made on other terms and conditions no less favorable to the Partnership than those upon which a commercial lending institution would make such a loan to an entity with financial and business characteristics similar to the General Partner. To the extent that the Partnership loans funds to the General Partner pursuant to this section, the Partnership may also, at the option of the General Partner, loan to any other Partner funds in an amount up to the amount loaned to the General Partner times the ratio of such Partner’s Percentage Share to the General Partner’s Percentage Share, on the same terms as the loan to the General Partner.

Section 3.14. Reimbursement of Expenses.

(a) Except as provided in this Section 3.14 and elsewhere in this Agreement (including the provisions of Article IV regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

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(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenses it, as the case may be, incurs in connection with the business of the Partnership and any other issuance of additional Units or REIT Shares pursuant to this Agreement. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 3.10 hereof.

Section 3.15. Indemnification of Certain Recourse Debt. Towne Investment Co. shall indemnify the General Partner for a portion of the Partnership’s Recourse Liabilities as specified in Exhibit M attached hereto.

ARTICLE IV

CAPITAL CONTRIBUTIONS, PROFITS

AND LOSSES AND DISTRIBUTIONS

Section 4.01. Purchase of Units and Capital Contributions.

(a) Prior to the date of this Agreement, the Partners have made the Capital Contributions and in exchange therefor have received the Units specified in Exhibit A hereto.

(b) From and after the date hereof, except as expressly provided in Section 2.05(b) or Indiana law, the Partners shall not be obligated to make further contributions to the Partnership.

Section 4.02. Issuance of Additional Partnership Interests.

(a) Except as otherwise expressly provided in this Agreement, the General Partner is hereby authorized to cause the Partnership to issue such additional partnership interests in the form of Units for any Partnership purpose at any time or from time to time, to Partners (other than the General Partner) or to other Persons, for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partner. The Partnership may also from time to time issue to the General Partner additional Units in consideration of a contribution by the General Partner as contemplated by Section 3.09(a)(iii) or in connection with a Permitted Transaction. Any additional Units issued pursuant to this Section 4.02 may be Common Units or Preferred Units and if Preferred Units, may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Common or Preferred Units (subject to the terms of any existing Preferred Units) then outstanding, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, including, without limitation, in respect of (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Preferred Units; (ii) the right of each such class or series of Preferred Units to share in Partnership distributions; and (iii) the rights of each such class or series of Preferred Units upon dissolution and liquidation of the Partnership; provided, that a written designation of preferences setting forth the rights, powers, duties and preferences of each class or series of Preferred Units shall be set forth as an additional Exhibit to this Agreement on or prior to the date of issuance of such Preferred Units (each a “Partnership Unit Designation”); and provided further, that with respect to Preferred Units issued to the General Partner, (x) the additional Preferred Units shall be issued in connection with an issuance and sale of shares of capital stock of the General Partner having designations, preferences and other rights that are substantially similar in economic effect to the designations, preferences and other rights of such additional Preferred Units, and (y) the net proceeds from the issuance of such shares by the General Partner shall be contributed by the General Partner to the Partnership in exchange for additional Preferred Units at the value per Preferred Unit established in Section 4.02(c).

(b) No Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership, or (ii) issuance or sale of any Units.

(c) The Capital Contribution required upon issuance of any Unit pursuant to this Section will be equal to (i) in the case of a Unit issued in accordance with the proviso contained in Section 3.09(a)(iii), the per share price (net of discounts, commissions and any other related costs incurred by or on behalf of the General Partner in connection with issuing such shares) of the applicable REIT Shares issued by the General Partner divided by the Redemption

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Ratio at the time the Unit is issued, or (ii) in any cases involving the issuance of a Unit to a Principal Owner or Affiliate of a Principal Owner, the Current Market Price of a REIT Share divided by the Redemption Ratio at the time the Unit is issued, or (iii) in all other cases, an amount based on the range of quoted market prices of a REIT Share for a reasonable period of time before the Unit is issued adjusted as determined by the General Partner to recognize the possible effects of price fluctuations, quantities traded, issue costs and other market factors and divided by the Redemption Ratio at the time the Unit is issued.

(d) The initial Capital Accounts of the holders of Preferred Units issued in connection with the Merger shall be equal to the Liquidation Preference Amounts (other than any accrued but unpaid distribution thereon) of such class or series of Preferred Units.

Section 4.03. Distributable Cash. Distributions of Distributable Cash shall be made when declared by the General Partner in its sole discretion to the Partners who are Partners on the Partnership Record Date with respect to such distribution; provided that for each fiscal year, all distributions made pursuant to this Section 4.03 shall be made to the Partners (i) first, at the time and in the manner set forth in the applicable Partnership Unit Designation, to each holder of Preferred Units in accordance with the preferences set forth in such Partnership Unit Designation; and (ii) thereafter, to the holders of Common Units (and Preferred Units entitled pursuant to an applicable Partnership Unit Designation to participate pari passu with Common Units) pro rate in proportion to their respective Percentage Shares (and, with respect to the holders of Preferred Units, as provided in such applicable Partnership Unit Designation); provided, that in no event may a Partner receive a distribution of Distributable Cash with respect to a Unit if such Partner is entitled to receive a distribution out of such Distributable Cash with respect to a REIT Share for which such Unit has been redeemed and such distribution shall be made to the General Partner.

Section 4.04. Distributions From Terminating Capital Transaction. After the occurrence of a Terminating Capital Transaction, and subject to Section 2.05, all cash of the Partnership from all sources shall be applied and distributed in the following order, after adjusting Capital Accounts for all Distributions under Section 4.03 and all allocations of Profits and Losses:

(a) To the payment of debts and liabilities of the Partnership deemed appropriate by the General Partner to pay at that time in the order of priority as provided by law (other than those to Partners) including the expenses of or relating to sale, refinancing, exchange, condemnation, destruction or other disposition of assets of the Partnership;

(b) To the setting up of such reserves as are reasonably necessary for any contingent liabilities or obligations of the Partnership or for the operation of the Partnership, as determined solely by the General Partner in good faith;

(c) To the payment of debts and liabilities of the Partnership to the Partners other than in respect to the balances in the Capital Accounts of Partners; and

(d) To the Partners in proportion to the positive balances in their Capital Accounts determined after taking into account all allocations of Profits, Losses and items thereof through completion of the liquidation of the Partnership.

Section 4.05. Allocation of Profits and Losses.

(a) After giving effect to the allocations set forth in Section 4.06 hereof, for each fiscal year of the Partnership or portion thereof; Profits and Losses shall be allocated as follows:

(i) Profits shall be allocated to the Partners in the following manner and order of priority:

(A) First, to the General Partner to the extent that the cumulative Losses allocated to the General Partner pursuant to Section 4.05(a)(ii)(F) exceed the cumulative Profits allocated to the General Partner pursuant to this Section 4.05(a)(i)(A);

(B) Second, to each Partner to the extent of and in proportion to the amount by which the cumulative Losses allocated to such Partner pursuant to Section 4.05(a)(ii)(E) exceed the cumulative Profits allocated to such Partner pursuant to this Section 4.05(a)(i)(B);

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(C) Third, to the General Partner to the extent that the cumulative Losses allocated to the General Partner pursuant to Section 4.05(a)(ii)(D), exceed the cumulative Profits allocated to the General Partner pursuant to this Section 4.05(a)(i)(C);

(D) Fourth, to each holder of Preferred Units to the extent of and in proportion to the amount by which the cumulative Losses allocated to each such holder pursuant to Section 4.05(a)(ii)(C) exceeds the cumulative allocation of Profits to such holder pursuant to this Section 4.05 (a)(i)(D).

(E) Fifth, to each Partner to the extent of and in proportion to the amount by which the cumulative Losses allocated to such Partner pursuant to Section 4.05(a)(ii)(A), exceed the cumulative Profits allocated to such Partner pursuant to this Section 4.05(a)(i)(E);

(F) Reserved.

(G) Thereafter, to the Partners in accordance with their respective Percentage Shares.

(ii) Losses shall be allocated to the Partners in the following manner and order of priority;

(A) First, to the Partners, in proportion to their respective Percentage Shares; provided that Losses allocated pursuant to this Section 4.05(a)(ii)(A) shall not exceed the maximum amount of Losses that can be allocated without causing any Partner to have a negative Adjusted Capital Account (determined without regard to any Partner’s obligation to fund a deficit Capital Account balance, including the obligation of an Obligated Partner to fund a deficit Capital Account balance pursuant to Section 2.05 hereof, an Indemnitor Partner’s obligation under an Indemnity Agreement, or any other deemed obligation recognized under Section 1 ..704-l(b)(2)(ii)(c) of the Treasury Regulations and without regard to the amounts credited to the Capital Accounts of holders of Preferred Units for the capital contributed in respect of such Preferred Units);

(B) Reserved.

(C) Third, to the holders of Preferred Units in proportion to their respective Liquidation Preference Amounts (determined by excluding any amount of unpaid distributions accrued and in respect of such Preferred Units); provided that Losses allocated pursuant to this Section 4.05(a)(ii)(C) shall not exceed the maximum amount of Losses that can be allocated without causing any holder of Preferred Units to have a negative Adjusted Capital Account (determined without regard to any such holder’s obligation to fund a deficit Capital Account balance, including the obligation of an Obligated Partner to fund a deficit Capital Account balance pursuant to Section 2.05 hereof, an Indemnitor Partner’s obligation under an Indemnity Agreement, or any other deemed obligation recognized under Section 1.704-1 (b)(2)(ii)(c) of the Treasury Regulations);

(D) Fourth, to the General Partner, until the General Partner’s Adjusted Capital Account (determined without regard to any obligation of the General Partner to fund a deficit Capital Account balance pursuant to this Agreement, including Section 2.05 hereof, or any deemed obligation recognized under Section 1 .704-1(b)(2)(ii)(c) of the Treasury Regulations) equals the excess of (i) the amount of Recourse Liabilities over (ii) the sum of the Aggregate Restoration Amount and the Aggregate Indemnity Amount;

(E) Fifth, to the Obligated Partners and the Indemnitor Partners, in proportion to their respective Restoration Amounts and Indemnity Amounts, as applicable, until such time as such Partners have been allocated an aggregate amount of Losses pursuant to this Section 4.05(a)(ii)(E) equal to the sum of the Aggregate Restoration Amount and the Aggregate Indemnity Amount; provided that no Losses shall be allocated to any such Partner to the extent such allocation would cause or increase a deficit in such Partner’s Adjusted Capital Account; and

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(F) Thereafter, to the General Partner.

This Section 4.05(a) shall control notwithstanding any reallocation or adjustment of taxable income, loss or other items by the IRS or any other taxing authority; provided, however, that neither the Partnership nor the General Partner (nor any of their respective Affiliates) is required to indemnify any Obligated Partner (or its affiliates) for the loss of any tax benefit resulting from any reallocation or adjustment of taxable income, loss or other items by the IRS or other taxing authority. The provisions of this Section 4.05(a) shall not be amended in a manner which adversely affects an Obligated Partner (without the consent of such Obligated Partner), provided that the General Partner may amend Exhibit L to add additional Obligated Partners.”

(b) In connection with any Terminating Capital Transaction treated as an installment sale, Profits or Losses shall, for purposes of adjusting the Partners’ respective Capital Accounts, be allocated under the foregoing provisions of this section as though the principal amount of the deferred obligation were received in full at the time of sale. In connection with any Terminating Capital Transaction property treated as an installment sale under the Code, the portion of the Profits or Losses in each installment allocable to a given Partner shall, for federal income tax purposes, be in proportion to the Partner’s total share of Profits or Losses from the Terminating Capital Transaction allocated to the Partner pursuant to the foregoing provisions of this section.

Section 4.06. Mandatory Allocations.

(a) (i) Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV, if there is a net decrease in Partnership Minimum Gain during any fiscal year, then, subject to the exceptions set forth in Treasury Regulations Sections 1 .704-2(f)(2), (3), (4) and (5), each Partner shall be allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain determined in accordance with Section 1.704-2(g) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Section 1.704-2(f) of the Treasury Regulations. This Section 4.06(a)(i) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith.

(ii) Partner Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV except Section 4.06 (a)(i), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, then, subject to the exceptions set forth in Treasury Regulations Section 1 .704-2(i)(4), each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1 .704-2(i)(5), of the Treasury Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Section 1 .704-2(i)(4) of the Treasury Regulations. This Section 4.06 (a)(ii) is intended to comply with the minimum gain chargeback requirement in such Section of me Treasury Regulations and shall be interpreted consistently therewith.

(b) Qualified Income Offset. In the event any Partner would be allocated Losses or other items of deduction or Code Section 705(a)(2)(B) Expenditures hereunder or unexpectedly receives any adjustments, allocations, or distributions described in Sections 1 .704-l(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations which would result in an Adjusted Capital Account deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.06(b) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.06(b) were not in the Agreement.

(c) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other period shall be allocated among the Partners in accordance with their Percentage Shares as of the end of such fiscal year or other period.

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(d) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i) of the Treasury Regulations.

(e) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Section 1 .704-l(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

(f) Preferential Income Allocations. After giving effect to the mandatory allocations set forth above, gross income of the Partnership shall be allocated to the holders of Preferred Units until the cumulative amount allocated to each such holder pursuant to this Section 4.06(f) equals the cumulative amount for the current and all prior fiscal years of the sum of (A) the distributions made to each such holder pursuant to Section 4.03 with respect to the holder’s Preferred Units and (B) the portions, if any, of the distributions made to each such holder pursuant to a redemption of a Preferred Unit under the terms of an applicable Partnership Unit Designation that exceed the Liquidation Preference Amount (other than any accrued but unpaid distribution thereon) per Preferred Unit established for such Preferred Unit in the applicable Partnership Unit Designation. Such allocations shall be made in proportion to the relative shortfall amounts determined for each such holder. Solely for purposes of making the required allocation under this Section 4.06(f) in the fiscal year in which the Partnership is liquidated, the amount of any accrued but unpaid distributions in arrears in respect of the Preferred Units (determined in accordance with the relevant provisions in the applicable Partnership Unit Designation) and other amounts payable to the holders of such Preferred Units pursuant to Section (d)(l) of the applicable Partnership Unit Designation, shall be treated as having been distributed to the holders of Preferred Units immediately prior to such liquidation under Section 4.03 hereof.

(g) Curative Allocations. Any allocations of items of income, gain, loss, Code Section 705(a)(2)(B) Expenditures and deduction made pursuant to Sections 4.06(a), 4.06(b), 4.06(c), 406(d) and 4.06(e) hereof shall be taken into account for the purpose of equitably adjusting subsequent allocations of income, gain, loss, Code Section 705(a)(2)(B) Expenditures and deduction among the Partners so that, to the extent possible, the net allocations in the aggregate, allocated to each Partner pursuant to this Article IV and the Capital Accounts of each Partner, shall as quickly as possible and to the extent possible consistent with the requirements of Sections 4.06(a), 4.06(b), 4.06(c), 4.06(d) and 4.06(e) be the same as if no allocations had been made under those sections. For purposes of applying the foregoing sentence, allocations pursuant to this Section 4.06(h) shall only be made with respect to allocations pursuant to Section 4.06(e) hereof to the extent the Tax Matters Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement.

Section 4.07. Other Allocation Rules. Solely for purposes of determining a Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Section 1 .752-3(a)(3) of the Treasury Regulations, such excess nonrecourse liabilities shall be allocated among the Partners in proportion to their respective Percentage Shares.

Section 4.08. Tax Allocations; Code Section 704(c).

(a) In the event any Partnership property is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such property at the time of its contribution to the Partnership or its revaluation pursuant to Treasury Regulations Sections 1.704-l(b)(2)(iv)(d) or 1.704-l(b)(2)(iv)(f), respectively, income, gain, loss, and deduction with respect to such property shall, solely for tax purposes, be allocated among the Partners in the manner required by Code Section 704 (c) and Treasury Regulations Sections 1 .704-l(b)(4)(i) and 1.704-3. Consistent with the foregoing, with respect to Partnership property owned as of the date hereof, depreciation, amortization or other cost recovery deductions shall be allocated in accordance with the traditional method contained in Treasury Regulations Section 1.704-3(b) or any succeeding applicable provision, unless the General Partner and a Contributing Partner have specifically agreed otherwise. For property acquired by or contributed to the Partnership

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subsequent to the date hereof, the Tax Matters Partner shall, at its sole discretion and on a property by property basis, choose between any permissible method contained in Treasury Regulations Section 1.704-3 or any similar succeeding applicable provision. For purposes of allocating the Partnership’s earnings and profits to corporate Partners, depreciation, amortization and cost recovery deductions used in determining earnings and profits shall be allocated among the Partners in the same manner as allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods.

(b) Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.08 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Person’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Section 4.09. General Provisions. In the event of an increase or a decrease in the Percentage Share of a Partner at any time after the Partnership’s initial fiscal quarter other than at the end of a fiscal quarter of the Partnership, the share of the Profits and Losses and the Distributable Cash of the Partnership shall be allocated among the Persons whose shares are changed as determined by the General Partner pursuant to Code Section 706(d).

Section 4.10. No Interest on Capital Accounts. No Partner shall be entitled to receive any interest from the Partnership on account of the amount of its Capital Account.

Section 4.11. Distribution of Property. Unless the Partners otherwise agree, in the event it becomes necessary to make a Distribution of Partnership property in kind, then such property shall be transferred and conveyed to the Partners, or their assigns, so as to vest in each of them as a tenant-in-common, a percentage interest in the whole of said property equal to the percentage interest he would have received had such property not been distributed in kind.

Section 4.12. Return of Capital Contribution.

(a) Except as provided in this Agreement, no Partner shall be entitled to withdraw any part of its Capital Contribution or to receive any Distributions from the Partnership. No Partner shall have the right to demand or receive property other than cash in return for its Capital Contribution; and if upon dissolution the Partnership property remaining after the payment or discharge of debts and liabilities of the Partnership is insufficient to return said contributions, no Limited Partner shall have any recourse against the General Partner or any other Limited Partner.

(b) If the General Partner repurchases or redeems REIT Shares from the holders thereof in accordance with its Articles of Incorporation as now or hereafter amended and Indiana law, then (i) the General Partner shall cause the Partnership to purchase from the General Partner an amount equal to the amount paid by the General Partner to the holders to redeem or repurchase such REIT Shares and (ii) the number of Units held by the General Partner shall be decreased by the number of REIT Shares so repurchased or redeemed divided by the Redemption Ratio.

ARTICLE V

ACCOUNTING, REPORTING AND HOLDING OF ASSETS

Section 5.01. Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

Section 5.02. Records, Accounting and Reports.

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(a) The books of account and records of the Partnership shall be located at such place as may be specified by the General Partner and shall be kept and maintained on an accrual basis in accordance with generally accepted accounting principles.

(b) Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, computer disks, magnetic tape, photographs, micrographics or any other information storage device; provided that the records so maintained are convertible into clearly legible written form within a reasonable period of time.

(c) As soon as practicable, but in no event later than one hundred five (105) days after the close of each Partnership Year, the General Partner shall cause to be mailed to each Limited Partner as of the close of the Partnership Year, an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared on a consolidated basis with the General Partner, for such Partnership Year, presented in accordance with GAAP, such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner. The mailing of copies of the General Partner’s or the Partnership’s annual report on Form 10-K to the Limited Partners shall constitute compliance with this subsection.

(d) As soon as practicable, but in no event later than sixty (60) days after the close of each calendar quarter (except the last calendar quarter of each year), the General Partner shall cause to be mailed to each Limited Partner as of the last day of the calendar quarter, a report containing unaudited financial statements of the Partnership, or of the General Partner, if such statements are prepared on a consolidated basis with the General Partner, and such other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate. The mailing of copies of the General Partner’s or the Partnership’s quarterly report on Form 10-Q to the Limited Partners shall constitute compliance with this subsection.

Section 5.03. Right to Inspection.

(a) Each Partner or his duly authorized agent shall at all reasonable times have access to and the right at his expense to inspect and copy any of the books and records of the Partnership.

(b) In addition to other rights provided by this Agreement or by the Act, and except as limited by subsection (d) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense:

(i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner or the Partnership pursuant to the Securities Exchange Act of 1934;

(ii) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year;

(iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner;

(iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and

(v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner.

(c) The Partnership shall notify each Limited Partner in writing of any change made to the Redemption Ratio within ten (10) Business Days of the date such change becomes effective.

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(d) Notwithstanding any other provision of this Section 5.03, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership, the General Partner, or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Section 5.04. Holding and Transfer of Assets.

(a) All property, real or personal, owned by the Partnership shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership is accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership on its books and records, notwithstanding the name in which legal title to such assets is held.

(b) Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

Section 5.05. Bank Accounts. Funds of the Partnership may be deposited in its name in such bank account or accounts as shall be designated from time to time by the General Partner. All withdrawals from Partnership accounts shall be made upon checks signed by or upon the authorization of the General Partner. The General Partner may designate one or more Persons to sign checks upon its authorization.

Section 5.06. Tax Status; Notice of Tax Controversy. The Partnership shall be treated and shall file its tax returns as a partnership for federal, state and municipal income tax and other tax purposes. If any Partner shall receive notice of a tax examination of the Partnership by federal, state or local authorities, he shall immediately give notice thereof to the General Partner.

Section 5.07. Tax Matters Partner; Tax Elections; Tax Returns.

(a) The General Partner is hereby designated as the Tax Matters Partner of the Partnership under Subchapter C of Chapter 63 as contained in subtitle F of the Code. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the Tax Matters Partner shall furnish the IRS with the name, address and profit interest of each of the Limited Partners; provided, however that such information is provided to the Partnership by the Limited Partners.

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(b) The Tax Matters Partner is authorized, but not required:

(i) To enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (A) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner, or (B) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code);

(ii) In the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “final adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Partnership’s principal place of business is located;

(iii) To intervene in any action brought by any other Partner for judicial review of a final adjustment;

(iv) To file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(v) To enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and

(vi) To take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.

The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Partner, and the provisions relating to indemnification of the General Partner set forth in Section 3.10 of this Agreement shall be fully applicable to the Tax Matters Partner in its capacity as such.

(c) The Tax Matters Partner shall receive no compensation for its services. All third party costs and expenses incurred by the Tax Matters Partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or legal counsel to assist the Tax Matters Partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

(d) The Tax Matters Partner has the authority to make or not to make any election permitted to be made by the Partnership under the Code. Without limiting the generality of the foregoing, the Tax Matters Partner is authorized to make an election on behalf of the Partnership under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including, without limitation, the election under Section 754 of the Code) upon the General Partner’s determination in its sole and absolute discretion that such revocation is in the best interests of the Partners.

(e) The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

Section 5.08. Tax Matters Partner Not Liable. The Tax Matters Partner shall not be liable to any Partner or the Partnership on account of any action taken or not taken so long as it shall act in good faith in such capacity. Without limiting the generality thereof, the Tax Matters Partner shall be deemed to have acted in good faith in taking any action which benefits Partners holding at least ninety percent (90%) of the Units.

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Section 5.09. Withholding. Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code. Any amount paid on behalf of or with respect to a Limited Partner shall constitute a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner within fifteen (15) days after notice from the General Partner that such payment must be made unless (i) the Partnership withholds such payment from a Distribution which would otherwise be made to the Limited Partner or (ii) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the Limited Partner. Any amounts withheld pursuant to the foregoing clauses (i) and (ii) shall be treated as having been distributed to such Limited Partner. Any tax credit available with respect to any withheld amount shall be allocated to the Partner with respect to whom such amount was withheld. Each Limited Partner hereby unconditionally and irrevocably grants to the Partnership a security interest in such Limited Partner’s Units to secure such Limited Partner’s obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 5.09 and authorizes the General Partner to file a financing statement without such Limited Partner’s signature in connection with such security interest. In the event that a Limited Partner fails to pay any amounts owed to the Partnership pursuant to this Section 5.09 when due, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner (including, without limitation, the right to receive Distributions). Any amounts payable by a Limited Partner hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, plus four percentage points (but not higher than the maximum lawful rate) from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or enforce the security interest created hereunder.

ARTICLE VI

DISSOLUTION AND CONTINUATION OF PARTNERSHIP

Section 6.01. Dissolution. The Partnership shall be dissolved and, unless continued, its assets shall be disposed of and its affairs wound up upon the occurrence of any of the following events:

(a) The expiration of the term in Section 1.03, including any extension thereof.

(b) The withdrawal or dissolution of the General Partner (except as permitted under Section 7.01).

(c) Special Partner Approval and approval by the General Partner of a voluntary agreement at any time to dissolve the Partnership.

(d) Entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act.

(e) The sale or other disposition (other than a disposition occurring upon a financing or refinancing) of all or substantially all of the assets and properties of the Partnership.

Section 6.02. Notice of Dissolution. In the event a dissolution of the Partnership occurs pursuant to Section 6.01, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners.

Section 6.03. Continuation of Partnership. In the event of the dissolution or withdrawal of the General Partner, all powers granted to the General Partner shall terminate and a new General Partner may be selected within ninety (90) days of the date of dissolution and the business of the Partnership may be continued as a successor limited partnership with the approval of(i) the General Partner and (ii) Limited Partners other than the General Partner holding more than 50% of the Units held by Partners other than the General Partner. If the business of the Partnership is so continued, the successor limited partnership shall be governed by the terms and provisions of this Agreement. If the Partnership is not so continued, the Partnership shall be liquidated in accordance with Article VIII.

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Section 6.04. Extension of Term. The initial term of this Agreement as set forth in Section 1.03 shall be extended to December 31, 2124 if prior to the expiration of such initial term the extension is approved by Partners holding more than fifty percent (50%) of the outstanding Units.

ARTICLE VII

TRANSFER OF UNITS AND CHANGES IN PARTNERS

Section 7.01. General Partner Transfers Restricted.

(a) The General Partner shall not voluntarily withdraw from the Partnership or take any action described in item (B), (C) or (D) of the definition of “Bankruptcy” in Section 1.04, or Assign any of its Units, or dissolve or liquidate, except as provided in subsection (b) or (c) or as otherwise permitted by this Agreement.

(b) Notwithstanding the provisions of subsection (a), the General Partner may (i) Assign Units to another Person with Special Partner Approval, or (ii) grant a bona fide security interest in Units, and such Units may be Assigned to the secured party pursuant to such a security interest; provided, however, that the secured party will have no right to become a Substituted Partner except as provided in this Agreement.

(c) Notwithstanding the provisions of subsection (a), the General Partner may, at any time after the effective date of this Agreement, in its sole discretion, transfer and assign a portion of its Units to a wholly-owned subsidiary of the General Partner (the “New Partner”), and the New Partner shall, at the sole discretion of the General Partner, have the right to be admitted as a Limited Partner (the “New Limited Partner”) or a substituted General Partner (the “New General Partner”) of the Partnership. If the New Partner is admitted as a New Limited Partner, (i) any remaining Units held by the General Partner will continue to be held by it in its capacity as the General Partner and (ii) the New Limited Partner shall agree to be bound by all of the terms and obligations hereof. If the New Partner is admitted as a New General Partner, (i) any remaining Units held by the General Partner will be held by it in the capacity of a Limited Partner and (ii) the New General Partner shall assume all of the obligations of the General Partner as the general partner of the Partnership and shall agree to be bound by all of the terms and conditions hereof. The General Partner will not be relieved of any obligation accruing to it as the general partner of the Partnership upon such transfer to a New General Partner prior to the date of such transfer. The Partners hereby consent to any future transfer of Units by the General Partner to a New Limited Partner and its admission as a Limited Partner of the Partnership. The Partners further consent with respect to a New General Partner, to the transfer of Units to such New General Partner, to the withdrawal of the General Partner as the general partner of the Partnership upon such transfer, to the admission of the New General Partner as the sole general partner of the Partnership, to the conversion of the General Partner’s status to that of a Limited Partner and to the admission of the General Partner as a Limited Partner of the Partnership. The Partners agree that the withdrawal of the General Partner as the general partner of the Partnership shall not dissolve the Partnership.

(d) Simultaneously with any transfer of Units described in Section 7.01(c), the General Partner shall amend and restate this Agreement as necessary, in order to effect such transfer of Units and the admission of the New Limited Partner or substituted New General Partner, as the case may be. The General Partner shall execute and deliver such amended Agreement and will be bound by and agree to perform and comply with all the provisions imposing obligations or limitations on the General Partner (in its capacity as a General Partner, Limited Partner or REIT, as the case may be) and will guarantee to the Limited Partners (and not to any Person that is not a party to the Agreement) the due and punctual performance by the New Limited Partner or the New General Partner, as the case may be, of all of the New Limited Partner’s or New General Partner’s obligations thereunder.

Section 7.02. Limited Partner Transfers Restricted.

(a) No Limited Partner shall Assign all or any portion of his Units, or any of such Limited Partner’s rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, except as follows (subject in each such case to the satisfaction of the requirements of Sections 7.03, 7.04 and 7.05 and provided that the Assignee will have no right to become a Substituted Partner except as provided in this Agreement):

(i) If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to assign all or any part of his or its interest is the Partnership; however, the Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

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(ii) If a Limited Partner is a partnership, corporation or trust, the Limited Partner shall be permitted to distribute to any of its equity owners such equity owner’s pro rata share of Units.

(iii) A Limited Partner may Assign all or a portion of his Units to a member of his Immediate Family or to an entity for the benefit of one or more members of his Immediate Family.

(iv) A Limited Partner may Assign all or a portion of his Units to a charitable organization within the meaning of Section 501 (c)(3) of the Code in a donative transfer.

(v) A Limited Partner may redeem his Units as provided in Section 7.07.

(vi) A Limited Partner may Assign Units to another Limited Partner.

(vii) A Limited Partner may Assign Units to a trust for the benefit of employees of (A) the Partnership, (B) any direct or indirect Subsidiary of the General Partner, (C) Duke Services or (D) any direct or indirect Subsidiary of Duke Services.

(b) Any purported Assignment respecting a Partnership interest by a Limited Partner in violation of Section 7.02(a) shall be void ab initio and shall not be given effect for any purpose by the Partnership. Any Assignment of Units by the General Partner is controlled by Section 7.01 and not by this section.

(c) Notwithstanding the provisions of subsection (a), no Assignment by a Limited Partner may be permitted or recognized by the Partnership if the General Partner determines, in its sole discretion, that such Assignment might result in the disqualification of the General Partner as a REIT or the classification of the Partnership as an association taxable as a corporation.

(d) Notwithstanding the provisions of subsection (a), a Limited Partner may grant a bona fide security interest in Units, and such Units may be Assigned to the secured party pursuant to such a security interest; provided, however, that the secured party will have no right to become a Substituted Partner except as provided in this Agreement.

(e) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Assignment and substitution with respect to all of such Limited Partner’s Units in accordance with this section.

Section 7.03. Transfer and Assignment of Partnership Interest.

(a) To the extent permitted by Section 7.02, a Limited Partner or Assignee shall have the right to Assign all or any portion of its Units by a signed, written assignment document in compliance with and subject to Sections 7.04 and 7.05, provided that (i) the terms of such assignment document are not in contravention of any of the provisions of this Agreement; (ii) such assignment document is fully executed by the assignor and Assignee; (iii) such assignment document is received by the Partnership and recorded on the books thereof, (iv) the General Partner, in its sole discretion, approves the Assignment documents and, to the extent required by Section 7.02, approves the Assignment, and (v) the Partner provides an opinion of counsel, if required by the General Partner, satisfactory to the General Partner, that no material adverse tax or securities law effects will result to the Partnership or the other Partners from such Assignment.

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(b) In the event of an Assignment of Units, the following rules shall govern:

(i) The effective date of an Assignment of Units shall be that date set forth on the written instrument of Assignment; provided, however, that no Assignment shall be retroactive and the effective date of an Assignment shall only be the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees.

(ii) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the Partner or Assignee of Record with respect to such Units as the absolute owner thereof in all respects and shall incur no liability for Distributions of cash or other property made in good faith to such Partner or Assignee of Record until such time as a certificate for the Units Assigned, properly endorsed, has been delivered to the Partnership for registration of the Assignment and any required approvals are given.

(iii) An Assignee shall be entitled to receive Distributions of cash or other property from the Partnership attributable to the Units acquired by reason of such Assignment from and after the effective date of the Assignment of such Units to the Assignee except as provided in subparagraph (ii) above.

(iv) The Profits, Losses, income, expense, deductions or credits attributable to the interest acquired by reason of such Assignment shall be divided among and allocated between the assignor and Assignee of such Units in accordance with Section 7.06.

Section 7.04. Substitution as a Partner. No Assignee of the whole or any portion of Units shall have the right to become a Substituted Partner in place of the assignor unless all of the following conditions are satisfied:

(i) The assignor and Assignee execute a written instrument of Assignment, together with such other instruments as the General Partner may deem necessary or desirable to effect the admission of the Assignee as a Substituted Partner, and by which the Assignee agrees to be bound by this Agreement.

(ii) Such instrument of Assignment provided for herein has been delivered to and received by the General Partner.

(iii) The conditions to such substitution in Section 7.05 have been satisfied.

(iv) The written consent of the General Partner to such substitution has been obtained, the granting or denial of which shall be within the sole and absolute discretion of the General Partner, provided that the consent of the General Partner to such substitution shall be withheld if the General Partner shall not have received evidence satisfactory to it that the Substituted Partner is authorized to acquire the interest so Assigned and has the appropriate financial resources to acquire the Units Assigned to it.

(v) A transfer fee has been paid to the Partnership which is sufficient to cover all reasonable expenses connected with such Assignment and substitution, including, but not limited to, legal and filing or recording fees.

Section 7.05. Additional Conditions to Assignment and Substitution. The General Partner and the Partnership shall not recognize any Assignment or substitution for any purpose if the Partnership shall not have received, if required by the General Partner, an opinion of counsel regularly employed by the Partnership (or other counsel reasonably satisfactory to the General Partner) to the effect that such Assignment (A) will not result is termination of the Partnership under the Act; (B) will not result in termination of the Partnership for federal income tax purposes or, if it does result in such a termination, such termination will not cause material adverse federal income tax consequences to the Partnership or the other Partners; (C) will not change the status of the Partnership as a partnership for federal income tax purposes; (D) will not give rise to liability of the Partnership, any Partner or any agent or advisor of any Partner for violation of the securities Laws of the United States or any state thereof; and (E) will not cause the Partnership to become subject to payment of the Indiana Gross Income Tax. Notwithstanding the foregoing restrictions, a redemption or purchase of the Common Units by the General Partner pursuant to the Redemption Rights granted in Section 7.07 shall not be deemed to be an Assignment for the purposes of this Section 7.05.

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Section 7.06. Allocation Upon Assignment or Redemption. If any Units are Assigned during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article VII or redeemed pursuant to Section 7.07, Profits, Losses, each item thereof and all other items attributable to such Units for such fiscal year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the fiscal year in accordance with Section 4.09.

Section 7.07. Redemption Right.

(a) Subject to Section 7.07(b) and any other applicable agreement between the Partnership and a Limited Partner, each Limited Partner shall have the right (the “Redemption Right”) but not the obligation to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Units held by such Limited Partner at a redemption price per Common Unit equal to and in the form of the Redemption Amount. The Redemption Right shall be exercised pursuant to one or more Notices of Redemption delivered to the General Partner by the Limited Partner (or the Limited Partner’s attorney-in-fact) who is exercising the Redemption Right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Common Units subject to the Notice of Redemption pursuant to Section 7.07(b). A Limited Partner may not exercise the Redemption Right for less than 10 Units or, if such Limited Partner holds less than 10 Units, all of the Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Units so redeemed, to receive any Distributions paid after the Specified Redemption Date.

(b) Notwithstanding the provisions of Section 7.07(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Units described in the Notice of Redemption to the General Partner, and the General Partner may, in its sole and absolute discretion, purchase directly and acquire such Units by paying to the Redeeming Partner the Redemption Amount on the Specified Redemption Date, whereupon the General Partner shall acquire the Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner shall exercise its right to purchase Units from the Redeeming Partner pursuant to this Section 7.07(b), the General Partner shall not have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. In the event the General Partner shall exercise its right to purchase Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 7.07(b), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Units to the General Partner for federal income tax purposes. Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Redemption Right including, but not limited to, written representations as to tax or securities law matters, and any certificates representing such REIT Shares may bear legends regarding federal and state securities transfer restrictions and imposing reasonable requirements for any transfer.

(c) The General Partner shall at all times reserve and keep available for issuance upon the exercise of the Redemption Right such number of its authorized but unissued REIT Shares as will be sufficient to permit the exercise in full of the Redemption Right by all holders of Units. All REIT Shares, when issued upon exercise of a Redemption Right, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights.

(d) The Redemption Ratio is 1.0, subject to adjustments as follows:

(i) In case the General Partner shall (A) pay or make a dividend or other distribution on the outstanding REIT Shares in REIT Shares, (B) subdivide or reclassify the outstanding REIT Shares into a greater number of REIT Shares, or (C) combine or reclassify the outstanding REIT Shares into a smaller number of REIT Shares, the Redemption Ratio in effect at the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution or subject to such subdivision, combination or reclassification shall be proportionately adjusted so that a holder of Units shall be entitled to receive, upon redemption thereof, the number of REIT Shares which the holder would have owned at the opening of business on the day following the date fixed for such determination had such Units been redeemed immediately prior to such determination.

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(ii) In case the Partnership shall subdivide or reclassify the outstanding Units into a greater number of Units, the Redemption Ratio in effect at the opening of business on the day following the date fixed for the determination of Unit holders subject to such subdivision or reclassification shall be proportionately adjusted so that a holder of Units shall be entitled to receive, upon redemption thereof, the number of REIT Shares which the holder would have owned at the opening of business on the day following the date fixed for such determination had such Units been redeemed immediately prior to such determination.

(iii) In case the General Partner (A) shall issue rights or warrants to all holders of REIT Shares entitling them to subscribe for or purchase REIT Shares at a price per share less than the Current Market Price per REIT Share on the date fixed for the determination of shareholders entitled to receive such rights or warrants, (B) shall not issue similar rights or warrants to all holders of Units entitling them to subscribe for or purchase RETT Shares or Units at a comparable price (determined, in the case of Units, by reference to the Redemption Ratio), and (C) cannot issue such rights or warrants to a Person exercising a Redemption Right as otherwise required by the definition of REIT Shares Amount in Section 1.04, then the Redemption Ratio in effect at the opening of business on the day following the date fixed for such determination shall be increased by multiplying such Redemption Ratio by a fraction of which the numerator shall be the number of REIT Shares outstanding at the close of business on the date fixed for such determination plus the number of REIT Shares so offered for subscription or purchase, and of which the denominator shall be the number of REIT Shares outstanding at the close of business on the date fixed for such determination plus the number of REIT Shares which the aggregate offering price of the total number of REIT Shares so offered for subscription would purchase at such Current Market Price per share, such increase of the Redemption Ratio to become effective immediately after the opening of business on the day following the date fixed for such determination.

(iv) In case the General Partner shall, by dividend or otherwise, distribute to all holders of its common stock (i) shares of capital stock of any class other than its common stock, (ii) evidences of its indebtedness or (iii) assets (excluding any rights or warrants referred to in subparagraph (iii) of this subsection (d), any cash dividend or distribution lawfully paid under the laws of the state of incorporation of the General Partner, and any dividend or distribution referred to in subsection (d)(i)) and the General Partner shall not cause a corresponding distribution to be made to all holders of Units, the Redemption Ratio shall be adjusted so that the same shall equal the ratio determined by multiplying the Redemption Ratio in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by a fraction of which the numerator shall be the Current Market Price per REIT Share on the date fixed for such determination, and of which the denominator shall be such Current Market Price per REIT Share less the fair market value (as determined by the Board of Directors of the General Partner, whose determination shall be conclusive and described in a Board resolution certified by the Secretary of the General Partner and delivered to the holders of the Units) of the portion of the shares of capital stock or evidences of indebtedness or assets so distributed applicable to one REIT Share, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution.

(v) In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing corporation) into securities other than REIT Shares, the Units shall thereafter be redeemable into the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares into which such Units would be redeemable immediately prior to such reclassification.

(vi) For purposes of this subsection (d), if the General Partner receives consideration other than cash for any of its securities, the value of such consideration is to be determined by the Board of Directors of the General Partner in the exercise of its reasonable business judgment and the basis for such valuation shall be included in any certificate delivered by the General Partner pursuant to Section 5.03(c).

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Section 7.08. Effect of Transfer. Any Assignee or other transferee of Units or any interest therein shall take subject to the restrictions and conditions to transfer imposed by this Article.

ARTICLE VIII

LIQUIDATION

Section 8.01. Liquidation Determination. In the event of dissolution where the Partnership is not continued pursuant to this Agreement or otherwise, the Partnership shall be liquidated.

Section 8.02. Liquidation Procedure. A reasonable time, as determined by the General Partner, from the date of an event of dissolution shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities. Upon the completion of dissolution in accordance with the terms hereof, the Partnership shall terminate and the General Partner shall execute, acknowledge and cause to be filed a certificate of cancellation of the Partnership whereupon it shall cease to exist in all respects. In the event of a dissolution of the Partnership, liquidation of the assets of the Partnership and discharge of its liabilities may be carried out by a liquidation trustee or receiver, who shall be a bank or trust company or other person or firm having experience in managing, liquidating or otherwise handling property of the type then owned by the Partnership. Such liquidation trustee or receiver shall be designated by the General Partner (or in the absence of the General Partner, by the Limited Partners holding more than 50% of the Units). A liquidation trustee shall be not personally liable for the debts of the Partnership but otherwise shall have such obligations and authorities as are given the General Partner pursuant to this Agreement or as may be agreed upon between the Partners and said liquidation trustee.

Section 8.03. Allocation of Liquidation Proceeds. Upon liquidation of the Partnership, and subject to Section 2.05 hereof, the liquidation proceeds shall be applied and distributed in the following manner and order of priority:

(i) To the payment of liabilities of creditors other than Partners and to the expenses of liquidation;

(ii) To the setting up of any reserves which the General Partner determines reasonably necessary for any contingent liabilities of the Partnership or of any Partner arising out of or in connection with a Partnership liability, which revenues shall be paid over by the Partnership to an escrow agent or shall be held for the purpose of disbursing such reserves in payment of any such contingent liabilities and, at the expiration of such period as the General Partner shall deem advisable, the balance of which shall be distributed as otherwise provided in this section;

(iii) To the payment of any liabilities to the Partners (other than Capital Accounts), arising out of or in connection with a Partnership liability, or if the amount available for such payment is insufficient, a pro rata portion thereof; and

(iv) The remainder to the Partners in accordance with Section 4.04 of this Agreement.

ARTICLE IX

MISCELLANEOUS

Section 9.01. Notice. All notices, elections, consents and approvals under this Agreement shall be in writing, and shall be effectively given to any Partner if delivered to the Partner or if mailed by certified mail, return receipt requested, to such Partner at the address provided to the General Partner. Any Partner may change his or its address for notice by giving notice of such change to the General Partner.

Section 9.02. Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

Section 9.03. Assigns and Successors in Interest. Except as otherwise provided herein, this Agreement shall be binding upon and shall run for the benefit of the parties executing this Agreement, and the personal representatives, heirs, legatees, devisees, assigns and successors in interest of the Partners.

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Section 9.04. Assignment. No Partner to this Agreement may Assign its Units or any right therein to any other Person except as expressly permitted by this Agreement. However, in the event of any Assignment of Units in accordance with the provisions of this Agreement, the Partners agree to execute such documents as may be necessary to effect such change, including required changes to this Agreement and the Certificate described in Section 9.06.

Section 9.05. Amendment.

(a) The General Partner, without obtaining the consent of the other Partners, may amend this Agreement at any time, in its sole and exclusive discretion, but only to reflect:

(i) A change in the name of the Partnership;

(ii) A change in the principal place of business of the Partnership;

(iii) The admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement, so long as any Person admitted or substituted as a Partner executes a written document agreeing to be bound by this Agreement;

(iv) A change that (A) is of an inconsequential nature and does not adversely affect the Limited Partners or any Assignees in any material respect or (B) is required by this Agreement;

(v) A change to set forth the rights, powers, duties, and preferences of the holders of any additional Partnership interests issued pursuant to Section 4.02(b) hereof;

(vi) A change to satisfy any requirements, or conditions contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; or

(vii) A change to Exhibit L, M and N in accordance with the terms of such Exhibits.

(b) This Agreement may be otherwise amended with the consent of the General Partner and Special Partner Approval. Notwithstanding the preceding sentence, any amendment which would have any of the following effects must be consented to in writing by each Partner whose rights or obligations as expressly provided in this Agreement are directly and adversely affected by such amendment:

(i) Increase or decrease a Partner’s obligation to contribute to the Partnership or decrease the Capital Account of a Partner;

(ii) Alter the allocations of Profits and Losses;

(iii) Alter the manner of computing Distributions;

(iv) Alter the right of a Partner to Assign his Units and any rights provided in this Agreement to substitute another Person as a Partner;

(v) Alter the voting rights or status of Partners;

(vi) Alter or modify the Redemption Right and Redemption Amount as set forth in Section 7.07 and related definitions;

(vii) Alter the procedures for amending this Agreement; or

(c) Notwithstanding the foregoing, the unanimous consent of the Partners is required for any amendment which, in the opinion of counsel for the Partnership:

(i) Is in violation of the provisions of the Act;

(ii) Would cause the Limited Partners to incur liability as general partners; or

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(iii) Would result in the Partnership being treated as other than a partnership for federal income tax purposes.

(d) Section 2.05 shall not be amended without the consent of two-thirds in number of the Obligated Partners.

(e) Amendments to this Agreement may be proposed by the General Partner or by a proposal in writing signed by Partners holding ten percent (10%) or more of the outstanding Units, such proposal to be given to the General Partner and the other Partners at the addresses appearing in the records of the Partnership.

(f) The General Partner shall provide written notice to the Limited Partners when any action under subsection (a) is taken.

Section 9.06. Certificate of Limited Partnership. The Partnership has previously filed a Certificate of Limited Partnership in the Office of the Secretary of State of Indiana. The Partnership shall amend such certificate as required by the Act in connection with this Third Amended and Restated Agreement of Limited Partnership and shall file additional Certificates of Limited Partnership in such other office or offices in such other jurisdiction or jurisdictions where such filings are required by applicable law or deemed desirable by the General Partner. In the event of any change requiring the cancellation or amendment of such certificate under the Act or such other applicable law, the General Partner shall cause the certificate to be cancelled or amended in accordance with law by an appropriate filing, without the necessity of first obtaining the prior consent of the other Partners.

Section 9.07. Further Assurances. The Partners will execute and deliver such further instruments and do such further acts and things as may be necessary to carry out the intent and purpose of this Agreement.

Section 9.08. Warranties of Representatives. Each Person executing this Agreement on behalf of a party hereto represents and warrants that he has been fully empowered to execute this Agreement, and that all necessary action for the execution of this Agreement has been taken.

Section 9.09. Computation of Time. In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period shall run until the end of the next day that is not a Saturday, Sunday or legal holiday.

Section 9.10. Captions. Article and section titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

Section 9.11. Identification. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural; and the masculine gender shall include the feminine and neuter genders.

Section 9.12. Counterparts. This Agreement may be executed in any number of counterparts or by separate signature pages identified as such and all of such counterparts or signature pages shall for all purposes constitute an agreement binding on the parties hereto, notwithstanding that all parties are not signatory to the same counterpart or signature page.

Section 9.13. Partners’ Capability. Anything in this Agreement to the contrary notwithstanding, no Partner, or any Assignee of the interests thereof, shall be a Person or organization prohibited by law from becoming such. Any assignment of an interest in the Partnership to any Person or organization not meeting such standard shall be void and ineffective and shall not bind the Partnership.

Section 9.14. Severability. If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement will continue in full force and effect so far as the intent of the parties can be carried out.

Section 9.15. Approval or Consent. Except as otherwise provided herein, any approval or consent required in this Agreement by Partners holding Units shall be deemed given upon the affirmative vote at a meeting, or the execution of a written ballot or consent form indicating consent, by Partners holding more than fifty percent (50%) of the Common Units. The term “consent” shall comprise the word “approve” as used in the Act.

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Section 9.16. Meetings. Meetings of the Partnership may be called by the General Partner and shall be called by the General Partner upon the written request of the Partners holding more than ten percent (10%) of the Units.

Section 9.17. Consent of Partners and Assignees. By acceptance of a Unit, each Partner and each Assignee expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners, and each such Partner and Assignee shall be bound by the results of such action.

Section 9.18. Limitation on Benefits of this Agreement. It is the explicit intention of the Partners that no Person other than the Partners and the Partnership (and, to the extent provided in Section 3.10, the Persons entitled to be indemnified thereunder) is or shall be entitled to bring any action by or on behalf of the Partnership to enforce any provision of this Agreement against any Partner (or its successors and assigns) or the Partnership, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the Partners (or their respective successors and assigns as permitted hereunder) and the Partnership (and, to the extent provided in Section 3.10, the Persons entitled to be indemnified thereunder).

Section 9.19. Special Power of Attorney.

(a) By executing this Agreement, in person or by attorney-in-fact, each Limited Partner (and each Substituted Partner by acceptance of Units) constitutes and appoints the General Partner as the attorney-in-fact for such Limited Partner, with power and authority to act in its name and on its behalf to approve, execute, acknowledge and swear to the execution, acknowledgment and filing of the following documents:

(i) Any amendments to this Agreement which are permitted under Section 9.05(a) or for which the required consent has been given under Section 9.05(b), 9.05(c) or Section 9.05(d), any separate certificates of limited partnership, as well as any amendments to the foregoing which, under the laws of the State of Indiana or the laws of any other state, are required to be made or filed or which are required to be made or filed by any governmental agency;

(ii) Any certificates of limited partnership, as well as any amendments to the foregoing which, under the laws of the State of Indiana or the laws of any other state, are required to be filed or which the General Partner deems it advisable to file;

(iii) Any other instrument or document which may be required to be filed by the Partnership under the laws of any state or by any governmental agency; and

(iv) Any instrument or document which may be required to effect the continuation of the Partnership, the admission of an Additional Limited Partner or Substituted Partner, or the dissolution and termination of the Partnership (provided such continuation, admission or dissolution and termination are in accordance with the terms of this Agreement), or to reflect any reductions in amount of contributions of Partners.

(b) The special power of attorney granted by each Limited Partner:

(i) Is a special power of attorney coupled with an interest, is irrevocable, shall survive the death of the granting Limited Partner (if an individual), and is limited to those matters herein set forth;

(ii) May be exercised by the General Partner acting alone for each Limited Partner by a facsimile signature of the General Partner or by listing all of the Limited Partners executing any instrument with a single signature of the General Partner acting as an attorney-in-fact for all of them; and

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(iii) Shall survive an Assignment by a Limited Partner of all or any portion of its Units except that, where the Assignee of the Units owned by a Limited Partner has been approved by the General Partner for admission to the Partnership as a Substituted Partner, the special power of attorney shall survive such Assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument or document necessary to effect such substitution.

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IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and Restated Agreement of Limited Partnership this 31^st day of July, 2009

GENERAL PARTNER:
DUKE REALTY CORPORATION
By:	/s/  Howard L. Feinsand
	Howard L. Feinsand
	Executive Vice President, General Counsel and Corporate Secretary

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Exhibit O

Series J Preferred Units

Series J Preferred Units. Pursuant to the authority granted under Section 4.02(a) of the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (the “Partnership Agreement”), the General Partner hereby establishes a series of Preferred Units designated the 6.625% Series J Cumulative Redeemable Preferred Units (liquidation preference $250.00 per unit) (the “Series J Preferred Units”) on the terms set forth in this Exhibit O. Capitalized terms used herein without definition have the meanings given to them in the Partnership Agreement.

(a) Number. The number of authorized units of the Series J Preferred Units shall be 460,000 and shall at all times be equal to the number of 6.625% Series J Cumulative Redeemable Preferred Shares (“Series J Preferred Shares”) issued by the General Partner and then outstanding. Series J Preferred Units shall be issued only to and held only by the General Partner.

(b) Relative Seniority. In respect of rights to receive Distributions and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Partnership, the Series J Preferred Units shall rank (i) on a parity with any class or series of Units of the Partnership (“Parity Units”) as to the payment of Distributions and as to the distribution of assets upon liquidation, dissolution or winding up (whether or not the Distribution rates, Distribution payment dates or redemption or liquidation prices per unit thereof are different from those of the Series J Preferred Units) if the holders of such class or series of Units and Series J Preferred Units shall be entitled to the receipt of Distributions and of amounts distributable upon liquidation, dissolution or winding up (taking into account the effects of allocations of Profits, Losses and other items) in proportion to their respective amounts of accrued and unpaid Distributions per unit or liquidation preferences without preference or priority one over the other, (ii) senior to any class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series J Preferred Units (collectively, “Junior Units”) and (iii) senior to the Common Units and any other class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series J Preferred Units (collectively, “Fully Junior Units”). Nothing contained in Section 4.06 of the Partnership Agreement or this Exhibit O shall prohibit the Partnership from issuing additional Units that are Parity Units with the Series J Preferred Units.

(c) Distributions.

(1) The General Partner, as holder of the then outstanding Series J Preferred Units, shall be entitled to receive, when and as declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 6.625% of the liquidation preference per unit per year, payable quarterly in equal amounts of $4.140625 per unit in cash on the last calendar day of each February, May, August and November or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series J Preferred Units will be paid on December 1, 2003. Distributions shall be payable to the General Partner, as holder of the Series J Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership for the payment of Distributions that is not more than 30 nor less than 10 days prior to such Quarterly Distribution Date. The amount of any Distribution payable for any partial Distribution Period shall be prorated and computed on the basis of a 360- day year consisting of twelve 30-day months. Distributions on each Series J Preferred Unit shall accrue and be cumulative from and including the date of original issue thereof whether or not (i) there are funds legally available for the payment of such Distributions or (ii) such Distributions are authorized. Distributions paid on the Series J Preferred Units in an amount less than the total amount of such Distributions at the time accrued and payable on such Series J Preferred Units shall be allocated pro rata on a per unit basis among all such Series J Preferred Units at the time outstanding. Except as provided in the last sentence of this paragraph, unless the full cumulative Distributions on the Series J Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for

payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with the Series J Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series J Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series J Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series J Preferred Units for all prior Distribution Periods have not been paid in full, then any Distribution declared on the Series J Preferred Units for any Distribution Period and on any series of Preferred Units at the time outstanding ranking on a parity as to the Distributions with the Series J Preferred Units will be declared ratably in proportion to accrued and unpaid Distributions on the Series J Preferred Units and such series of Preferred Units at the time outstanding ranking on a parity as to Distributions with the Series J Preferred Units.

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

(2) The amount of any Distributions accrued on any Series J Preferred Units at any Quarterly Distribution Date shall be the amount of any unpaid Distributions accumulated thereon, to and including such Quarterly Distribution Date, whether or not earned or declared, and the amount of Distributions accrued on any units of Series J Preferred Units at any date other than a Quarterly Distribution Date shall be equal to the sum of the amount of any unpaid Distributions accumulated thereon, to and including the last preceding Quarterly Distribution Date, whether or not earned or declared, plus an amount calculated on the basis of the annual Distribution rate of 6.625% per unit for the period after such last preceding Quarterly Distribution Date, to and including the date as of which the calculation is made, based on a 360-day year consisting of twelve 30-day months.

(3) Except as provided in this Exhibit O, the Series J Preferred Units shall not be entitled to participate in the earnings or assets of the Partnership.

(4) Any Distribution made on the Series J Preferred Units shall be first credited against the earliest accrued but unpaid Distribution due with respect to such Series J Preferred Units that remains payable.

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

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

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the holder of the Series J Preferred Units then outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to the Partners, before any payment or distribution shall be made on any Junior Units or any Fully Junior Units, the amount of $250.00 per Series J Preferred Unit, plus an amount equal to any accrued and unpaid Distributions thereon to the date of such liquidation, dissolution or winding up.

(2) After payment of the full amount of the liquidating distributions provided for in this Exhibit O to the holder of the Series J Preferred Units, such holder shall have no right or claim to any of the remaining assets of the Partnership.

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

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

(e) Redemption by the Partnership.

(1) Redemption. The Series J Preferred Units are not redeemable prior to August 25, 2008. On or after August 25, 2008, the General Partner may, at its option, cause the Partnership to redeem at any time all or, from time to time, part of the Series J Preferred Units at a price per unit, payable in cash, of $250.00, together with all accrued and unpaid Distributions thereon, without interest, to and including the date fixed for redemption. The Series J Preferred Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions.

(2) Procedures of Redemption. At any time that the General Partner exercises its right to redeem all or any of the Series J Preferred Shares, the General Partner shall exercise its right to cause the Partnership to redeem an equal number of Series J Preferred Units.

(f) Voting Rights. Except as required by law, the General Partner, in its capacity as the holder of the Series J Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(g) General. The rights of the General Partner, in its capacity as holder of the Series J Preferred Units, are in addition to and not in limitation of any other rights or authority of the General Partner, in any other capacity, under the Partnership Agreement. In addition, nothing herein shall be deemed to limit or otherwise restrict any rights or authority of the General Partner other than in its capacity as the holder of the Series J Preferred Units.

Exhibit P

Series K Preferred Units

Series K Preferred Units. Pursuant to the authority granted under Section 4.02(a) of the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (the “Partnership Agreement”), the General Partner hereby establishes a series of Preferred Units designated the 6.5% Series K Cumulative Redeemable Preferred Units (liquidation preference $250.00 per unit) (the “Series K Preferred Units”) on the terms set forth in this Exhibit P. Capitalized terms used herein without definition have the meanings given to them in the Partnership Agreement.

(a) Number. The number of authorized units of the Series K Preferred Units shall be 600,000 and shall at all times be equal to the number of 6.5% Series K Cumulative Redeemable Preferred Shares (“Series K Preferred Shares”) issued by the General Partner and then outstanding. Series K Preferred Units shall be issued only to and held only by the General Partner.

(b) Relative Seniority. In respect of rights to receive Distributions and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Partnership, the Series K Preferred Units shall rank (i) on a parity with any class or series of Units of the Partnership (“Parity Units”) as to the payment of Distributions and as to the distribution of assets upon liquidation, dissolution or winding up (whether or not the Distribution rates, Distribution payment dates or redemption or liquidation prices per unit thereof are different from those of the Series K Preferred Units) if the holders of such class or series of Units and Series K Preferred Units shall be entitled to the receipt of Distributions and of amounts distributable upon liquidation, dissolution or winding up (taking into account the effects of allocations of Profits, Losses and other items) in proportion to their respective amounts of accrued and unpaid Distributions per unit or liquidation preferences without preference or priority one over the other, (ii) senior to any class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series K Preferred Units (collectively, “Junior Units”) and (iii) senior to the Common Units and any other class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series K Preferred Units (collectively, “Fully Junior Units”). Nothing contained in Section 4.06 of the Partnership Agreement or this Exhibit P shall prohibit the Partnership from issuing additional Units that are Parity Units with the Series K Preferred Units.

(c) Distributions.

(1) The General Partner, as holder of the then outstanding Series K Preferred Units, shall be entitled to receive, when and as declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 6.5% of the liquidation preference per unit per year, payable quarterly in equal amounts of $4.0625 per unit in cash on the last calendar day of each February, May, August and November or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series K Preferred Units will be paid on May 31, 2004. Distributions shall be payable to the General Partner, as holder of the Series K Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership for the payment of Distributions that is not more than 30 nor less than 10 days prior to such Quarterly Distribution Date. The amount of any Distribution payable for any partial Distribution Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions on each Series K Preferred Unit shall accrue and be cumulative from and including the date of original issue thereof whether or not (i) there are funds legally available for the payment of such Distributions or (ii) such Distributions are authorized. Distributions paid on the Series K Preferred Units in an amount less than the total amount of such Distributions at the time accrued and payable on such Series K Preferred Units shall be allocated pro rata on a per unit basis among all such Series K Preferred Units at the time outstanding. Except as provided in the last sentence of this paragraph, unless the full cumulative Distributions on the Series K Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for

payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with the Series K Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series K Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series K Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series K Preferred Units for all prior Distribution Periods have not been paid in full, then any Distribution declared on the Series K Preferred Units for any Distribution Period and on any series of Preferred Units at the time outstanding ranking on a parity as to the Distributions with the Series K Preferred Units will be declared ratably in proportion to accrued and unpaid Distributions on the Series K Preferred Units and such series of Preferred Units at the time outstanding ranking on a parity as to Distributions with the Series K Preferred Units.

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

(2) The amount of any Distributions accrued on any Series K Preferred Units at any Quarterly Distribution Date shall be the amount of any unpaid Distributions accumulated thereon, to and including such Quarterly Distribution Date, whether or not earned or declared, and the amount of Distributions accrued on any units of Series K Preferred Units at any date other than a Quarterly Distribution Date shall be equal to the sum of the amount of any unpaid Distributions accumulated thereon, to and including the last preceding Quarterly Distribution Date, whether or not earned or declared, plus an amount calculated on the basis of the annual Distribution rate of 6.5% per unit for the period after such last preceding Quarterly Distribution Date, to and including the date as of which the calculation is made, based on a 360-day year consisting of twelve 30-day months.

(3) Except as provided in this Exhibit P, the Series K Preferred Units shall not be entitled to participate in the earnings or assets of the Partnership.

(4) Any Distribution made on the Series K Preferred Units shall be first credited against the earliest accrued but unpaid Distribution due with respect to such Series K Preferred Units that remains payable.

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

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

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the holder of the Series K Preferred Units then outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to the Partners, before any payment or distribution shall be made on any Junior Units or any Fully Junior Units, the amount of $250.00 per Series K Preferred Unit, plus an amount equal to any accrued and unpaid Distributions thereon to the date of such liquidation, dissolution or winding up.

(2) After payment of the full amount of the liquidating distributions provided for in this Exhibit P to the holder of the Series K Preferred Units, such holder shall have no right or claim to any of the remaining assets of the Partnership.

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

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

(e) Redemption by the Partnership.

(1) Redemption. The Series K Preferred Units are not redeemable prior to February 13, 2009. On or after February 13, 2009, the General Partner may, at its option, cause the Partnership to redeem at any time all or, from time to time, part of the Series K Preferred Units at a price per unit, payable in cash, of $250.00, together with all accrued and unpaid Distributions thereon, without interest, to and including the date fixed for redemption. The Series K Preferred Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions.

(2) Procedures of Redemption. At any time that the General Partner exercises its right to redeem all or any of the Series K Preferred Shares, the General Partner shall exercise its right to cause the Partnership to redeem an equal number of Series K Preferred Units.

(f) Voting Rights. Except as required by law, the General Partner, in its capacity as the holder of the Series K Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(g) General. The rights of the General Partner, in its capacity as holder of the Series K Preferred Units, are in addition to and not in limitation of any other rights or authority of the General Partner, in any other capacity, under the Partnership Agreement. In addition, nothing herein shall be deemed to limit or otherwise restrict any rights or authority of the General Partner other than in its capacity as the holder of the Series K Preferred Units.

Exhibit Q

Series L Preferred Units

Series L Preferred Units. Pursuant to the authority granted under Section 4.02(a) of the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (the “Partnership Agreement”), the General Partner hereby establishes a series of Preferred Units designated the 6.6% Series L Cumulative Redeemable Preferred Units (liquidation preference $250.00 per unit) (the “Series L Preferred Units”) on the terms set forth in this Exhibit Q. Capitalized terms used herein without definition have the meanings given to them in the Partnership Agreement.

(a) Number. The number of authorized units of the Series L Preferred Units shall be 800,000 and shall at all times be equal to the number of 6.6% Series L Cumulative Redeemable Preferred Shares (“Series L Preferred Shares”) issued by the General Partner and then outstanding. Series L Preferred Units shall be issued only to and held only by the General Partner.

(b) Relative Seniority. In respect of rights to receive Distributions and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Partnership, the Series L Preferred Units shall rank (i) on a parity with any class or series of Units of the Partnership (“Parity Units”) as to the payment of Distributions and as to the distribution of assets upon liquidation, dissolution or winding up (whether or not the Distribution rates, Distribution payment dates or redemption or liquidation prices per unit thereof are different from those of the Series L Preferred Units) if the holders of such class or series of Units and Series L Preferred Units shall be entitled to the receipt of Distributions and of amounts distributable upon liquidation, dissolution or winding up (taking into account the effects of allocations of Profits, Losses and other items) in proportion to their respective amounts of accrued and unpaid Distributions per unit or liquidation preferences without preference or priority one over the other, (ii) senior to any class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series L Preferred Units (collectively, “Junior Units”) and (iii) senior to the Common Units and any other class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series L Preferred Units (collectively, “Fully Junior Units”). Nothing contained in Section 4.06 of the Partnership Agreement or this Exhibit Q shall prohibit the Partnership from issuing additional Units that are Parity Units with the Series L Preferred Units.

(c) Distributions.

(1) The General Partner, as holder of the then outstanding Series L Preferred Units, shall be entitled to receive, when and as declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 6.6% of the liquidation preference per unit per year, payable quarterly in equal amounts of $4.125 per unit in cash on the last calendar day of each February, May, August and November or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series L Preferred Units will be paid on February 28, 2005. Distributions shall be payable to the General Partner, as holder of the Series L Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership for the payment of Distributions that is not more than 30 nor less than 10 days prior to such Quarterly Distribution Date. The amount of any Distribution payable for any partial Distribution Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions on each Series L Preferred Unit shall accrue and be cumulative from and including the date of original issue thereof whether or not (i) there are funds legally available for the payment of such Distributions or (ii) such Distributions are authorized. Distributions paid on the Series L Preferred Units in an amount less than the total amount of such Distributions at the time accrued and payable on such Series L Preferred Units shall be allocated pro rata on a per unit basis among all such Series L Preferred Units at the time outstanding. Except as provided in the last sentence of this paragraph, unless the full cumulative Distributions on the Series L Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for

payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with the Series L Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series L Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series L Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series L Preferred Units for all prior Distribution Periods have not been paid in full, then any Distribution declared on the Series L Preferred Units for any Distribution Period and on any series of Preferred Units at the time outstanding ranking on a parity as to the Distributions with the Series L Preferred Units will be declared ratably in proportion to accrued and unpaid Distributions on the Series L Preferred Units and such series of Preferred Units at the time outstanding ranking on a parity as to Distributions with the Series L Preferred Units.

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

(2) The amount of any Distributions accrued on any Series L Preferred Units at any Quarterly Distribution Date shall be the amount of any unpaid Distributions accumulated thereon, to and including such Quarterly Distribution Date, whether or not earned or declared, and the amount of Distributions accrued on any units of Series L Preferred Units at any date other than a Quarterly Distribution Date shall be equal to the sum of the amount of any unpaid Distributions accumulated thereon, to and including the last preceding Quarterly Distribution Date, whether or not earned or declared, plus an amount calculated on the basis of the annual Distribution rate of 6.6% per unit for the period after such last preceding Quarterly Distribution Date, to and including the date as of which the calculation is made, based on a 360-day year consisting of twelve 30-day months.

(3) Except as provided in this Exhibit Q, the Series L Preferred Units shall not be entitled to participate in the earnings or assets of the Partnership.

(4) Any Distribution made on the Series L Preferred Units shall be first credited against the earliest accrued but unpaid Distribution due with respect to such Series L Preferred Units that remains payable.

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

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

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the holder of the Series L Preferred Units then outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to the Partners, before any payment or distribution shall be made on any Junior Units or any Fully Junior Units, the amount of $250.00 per Series L Preferred Unit, plus an amount equal to any accrued and unpaid Distributions thereon to the date of such liquidation, dissolution or winding up.

(2) After payment of the full amount of the liquidating distributions provided for in this Exhibit Q to the holder of the Series L Preferred Units, such holder shall have no right or claim to any of the remaining assets of the Partnership.

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

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

(e) Redemption by the Partnership.

(1) Redemption. The Series L Preferred Units are not redeemable prior to November 30, 2009. On or after November 30, 2009, the General Partner may, at its option, cause the Partnership to redeem at any time all or, from time to time, part of the Series L Preferred Units at a price per unit, payable in cash, of $250.00, together with all accrued and unpaid Distributions thereon, without interest, to and including the date fixed for redemption. The Series L Preferred Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions.

(2) Procedures of Redemption. At any time that the General Partner exercises its right to redeem all or any of the Series L Preferred Shares, the General Partner shall exercise its right to cause the Partnership to redeem an equal number of Series L Preferred Units.

(f) Voting Rights. Except as required by law, the General Partner, in its capacity as the holder of the Series L Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(g) General. The rights of the General Partner, in its capacity as holder of the Series L Preferred Units, are in addition to and not in limitation of any other rights or authority of the General Partner, in any other capacity, under the Partnership Agreement. In addition, nothing herein shall be deemed to limit or otherwise restrict any rights or authority of the General Partner other than in its capacity as the holder of the Series L Preferred Units.

Exhibit R

Series M Preferred Units

Series M Preferred Units. Pursuant to the authority granted under Section 4.02(a) of the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (the “Partnership Agreement”), the General Partner hereby establishes a series of Preferred Units designated the 6.95% Series M Cumulative Redeemable Preferred Units (liquidation preference $250.00 per unit) (the “Series M Preferred Units”) on the terms set forth in this Exhibit R. Capitalized terms used herein without definition have the meanings given to them in the Partnership Agreement.

(a) Number. The number of authorized units of the Series M Preferred Units shall be 736,000 and shall at all times be equal to the number of 6.95% Series M Cumulative Redeemable Preferred Shares (“Series M Preferred Shares”) issued by the General Partner and then outstanding. Series M Preferred Units shall be issued only to and held only by the General Partner.

(b) Relative Seniority. In respect of rights to receive Distributions and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Partnership, the Series M Preferred Units shall rank (i) on a parity with any class or series of Units of the Partnership (“Parity Units”) as to the payment of Distributions and as to the distribution of assets upon liquidation, dissolution or winding up (whether or not the Distribution rates, Distribution payment dates or redemption or liquidation prices per unit thereof are different from those of the Series M Preferred Units) if the holders of such class or series of Units and Series M Preferred Units shall be entitled to the receipt of Distributions and of amounts distributable upon liquidation, dissolution or winding up (taking into account the effects of allocations of Profits, Losses and other items) in proportion to their respective amounts of accrued and unpaid Distributions per unit or liquidation preferences without preference or priority one over the other, (ii) senior to any class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series M Preferred Units (collectively, “Junior Units”) and (iii) senior to the Common Units and any other class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series M Preferred Units (collectively, “Fully Junior Units”). Nothing contained in Section 4.06 of the Partnership Agreement or this Exhibit R shall prohibit the Partnership from issuing additional Units that are Parity Units with the Series M Preferred Units.

(c) Distributions.

(1) The General Partner, as holder of the then outstanding Series M Preferred Units, shall be entitled to receive, when and as declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 6.95% of the liquidation preference per unit per year, payable quarterly in equal amounts of $4.34375 per unit in cash on the last calendar day of each March, June, September and December, or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series M Preferred Units will be paid on March 31, 2006. Distributions shall be payable to the General Partner, as holder of the Series M Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership for the payment of Distributions that is not more than 30 nor less than 10 days prior to such Quarterly Distribution Date. The amount of any Distribution payable for any partial Distribution Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions on each Series M Preferred Unit shall accrue and be cumulative from and including the date of original issue thereof whether or not (i) there are funds legally available for the payment of such Distributions or (ii) such Distributions are authorized. Distributions paid on the Series M Preferred Units in an amount less than the total amount of such Distributions at the time accrued and payable on such Series M Preferred Units shall be allocated pro rata on a per unit basis among all such Series M Preferred Units at the time outstanding. Except as provided in the last sentence of this paragraph, unless the full cumulative Distributions on the Series M Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for

payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with the Series M Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series M Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series M Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series M Preferred Units for all prior Distribution Periods have not been paid in full, then any Distribution declared on the Series M Preferred Units for any Distribution Period and on any series of Preferred Units at the time outstanding ranking on a parity as to the Distributions with the Series M Preferred Units will be declared ratably in proportion to accrued and unpaid Distributions on the Series M Preferred Units and such series of Preferred Units at the time outstanding ranking on a parity as to Distributions with the Series M Preferred Units.

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

(2) The amount of any Distributions accrued on any Series M Preferred Units at any Quarterly Distribution Date shall be the amount of any unpaid Distributions accumulated thereon, to and including such Quarterly Distribution Date, whether or not earned or declared, and the amount of Distributions accrued on any units of Series M Preferred Units at any date other than a Quarterly Distribution Date shall be equal to the sum of the amount of any unpaid Distributions accumulated thereon, to and including the last preceding Quarterly Distribution Date, whether or not earned or declared, plus an amount calculated on the basis of the annual Distribution rate of 6.95% per unit for the period after such last preceding Quarterly Distribution Date, to and including the date as of which the calculation is made, based on a 360-day year consisting of twelve 30-day months.

(3) Except as provided in this Exhibit R, the Series M Preferred Units shall not be entitled to participate in the earnings or assets of the Partnership.

(4) Any Distribution made on the Series M Preferred Units shall be first credited against the earliest accrued but unpaid Distribution due with respect to such Series M Preferred Units that remains payable.

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

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

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the holder of the Series M Preferred Units then outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to the Partners, before any payment or distribution shall be made on any Junior Units or any Fully Junior Units, the amount of $250.00 per Series M Preferred Unit, plus an amount equal to any accrued and unpaid Distributions thereon to the date of such liquidation, dissolution or winding up.

(2) After payment of the full amount of the liquidating distributions provided for in this Exhibit R to the holder of the Series M Preferred Units, such holder shall have no right or claim to any of the remaining assets of the Partnership.

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

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

(e) Redemption by the Partnership.

(1) Redemption. The Series M Preferred Units are not redeemable prior to January 31, 2011. On or after January 31, 2011, the General Partner may, at its option, cause the Partnership to redeem at any time all or, from time to time, part of the Series M Preferred Units at a price per unit, payable in cash, of $250.00, together with all accrued and unpaid Distributions thereon, without interest, to and including the date fixed for redemption. The Series M Preferred Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions.

(2) Procedures of Redemption. At any time that the General Partner exercises its right to redeem all or any of the Series M Preferred Shares, the General Partner shall exercise its right to cause the Partnership to redeem an equal number of Series M Preferred Units.

(f) Voting Rights. Except as required by law, the General Partner, in its capacity as the holder of the Series M Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(g) General. The rights of the General Partner, in its capacity as holder of the Series M Preferred Units, are in addition to and not in limitation of any other rights or authority of the General Partner, in any other capacity, under the Partnership Agreement. In addition, nothing herein shall be deemed to limit or otherwise restrict any rights or authority of the General Partner other than in its capacity as the holder of the Series M Preferred Units.

Exhibit S

Series N Preferred Units

Series N Preferred Units. Pursuant to the authority granted under Section 4.02(a) of the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (the “Partnership Agreement”), the General Partner hereby establishes a series of Preferred Units designated the 7.25% Series N Cumulative Redeemable Preferred Units (liquidation preference $250.00 per unit) (the “Series N Preferred Units”) on the terms set forth in this Exhibit S. Capitalized terms used herein without definition have the meanings given to them in the Partnership Agreement.

(a) Number. The number of authorized units of the Series N Preferred Units shall be 440,000 and shall at all times be equal to the number of 7.25% Series N Cumulative Redeemable Preferred Shares (“Series N Preferred Shares”) issued by the General Partner and then outstanding. Series N Preferred Units shall be issued only to and held only by the General Partner.

(b) Relative Seniority. In respect of rights to receive Distributions and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Partnership, the Series N Preferred Units shall rank (i) on a parity with any class or series of Units of the Partnership (“Parity Units”) as to the payment of Distributions and as to the distribution of assets upon liquidation, dissolution or winding up (whether or not the Distribution rates, Distribution payment dates or redemption or liquidation prices per unit thereof are different from those of the Series N Preferred Units) if the holders of such class or series of Units and Series N Preferred Units shall be entitled to the receipt of Distributions and of amounts distributable upon liquidation, dissolution or winding up (taking into account the effects of allocations of Profits, Losses and other items) in proportion to their respective amounts of accrued and unpaid Distributions per unit or liquidation preferences without preference or priority one over the other, (ii) senior to any class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series N Preferred Units (collectively, “Junior Units”) and (iii) senior to the Common Units and any other class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series N Preferred Units (collectively, “Fully Junior Units”). Nothing contained in Section 4.06 of the Partnership Agreement or this Exhibit S shall prohibit the Partnership from issuing additional Units that are Parity Units with the Series N Preferred Units.

(c) Distributions.

(1) The General Partner, as holder of the then outstanding Series N Preferred Units, shall be entitled to receive, when and as declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 7.25% of the liquidation preference per unit per year, payable quarterly in equal amounts of $4.53125 per unit in cash on the last calendar day of each March, June, September and December, or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series N Preferred Units will be paid on September 30, 2006. Distributions shall be payable to the General Partner, as holder of the Series N Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership for the payment of Distributions that is not more than 30 nor less than 10 days prior to such Quarterly Distribution Date. The amount of any Distribution payable for any partial Distribution Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions on each Series N Preferred Unit shall accrue and be cumulative from and including the date of original issue thereof whether or not (i) there are funds legally available for the payment of such Distributions or (ii) such Distributions are authorized. Distributions paid on the Series N Preferred Units in an amount less than the total amount of such Distributions at the time accrued and payable on such Series N Preferred Units shall be allocated pro rata on a per-unit basis among all such Series N Preferred Units at the time outstanding. Except as provided in the last sentence of this paragraph, unless the full cumulative Distributions on the Series N Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for

payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with the Series N Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series N Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series N Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series N Preferred Units for all prior Distribution Periods have not been paid in full, then any Distribution declared on the Series N Preferred Units for any Distribution Period and on any series of Preferred Units at the time outstanding ranking on a parity as to the Distributions with the Series N Preferred Units will be declared ratably in proportion to accrued and unpaid Distributions on the Series N Preferred Units and such series of Preferred Units at the time outstanding ranking on a parity as to Distributions with the Series N Preferred Units.

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

(2) The amount of any Distributions accrued on any Series N Preferred Units at any Quarterly Distribution Date shall be the amount of any unpaid Distributions accumulated thereon, to and including such Quarterly Distribution Date, whether or not earned or declared, and the amount of Distributions accrued on any units of Series N Preferred Units at any date other than a Quarterly Distribution Date shall be equal to the sum of the amount of any unpaid Distributions accumulated thereon, to and including the last preceding Quarterly Distribution Date, whether or not earned or declared, plus an amount calculated on the basis of the annual Distribution rate of 7.25% per unit for the period after such last preceding Quarterly Distribution Date, to and including the date as of which the calculation is made, based on a 360-day year consisting of twelve 30-day months.

(3) Except as provided in this Exhibit S, the Series N Preferred Units shall not be entitled to participate in the earnings or assets of the Partnership.

(4) Any Distribution made on the Series N Preferred Units shall be first credited against the earliest accrued but unpaid Distribution due with respect to such Series N Preferred Units that remains payable.

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

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

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the holder of the Series N Preferred Units then outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to the Partners, before any payment or distribution shall be made on any Junior Units or any Fully Junior Units, the amount of $250.00 per Series N Preferred Unit, plus an amount equal to any accrued and unpaid Distributions thereon to the date of such liquidation, dissolution or winding up.

(2) After payment of the full amount of the liquidating distributions provided for in this Exhibit S to the holder of the Series N Preferred Units, such holder shall have no right or claim to any of the remaining assets of the Partnership.

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

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

(e) Redemption by the Partnership.

(1) Optional Redemption. The Series N Preferred Units are not redeemable prior to June 30, 2011. On or after June 30, 2011, the General Partner may, at its option, cause the Partnership to redeem at any time all or, from time to time, part of the Series N Preferred Units at a price per unit, payable in cash, of $250.00, together with all accrued and unpaid Distributions thereon, without interest, to and including the date fixed for redemption. The Series N Preferred Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions.

(2) Procedures of Redemption. At any time that the General Partner exercises its right to redeem all or any of the Series N Preferred Shares, the General Partner shall exercise its right to cause the Partnership to redeem an equal number of Series N Preferred Units.

(f) Voting Rights. Except as required by law, the General Partner, in its capacity as the holder of the Series N Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(g) General. The rights of the General Partner, in its capacity as holder of the Series N Preferred Units, are in addition to and not in limitation of any other rights or authority of the General Partner, in any other capacity, under the Partnership Agreement. In addition, nothing herein shall be deemed to limit or otherwise restrict any rights or authority of the General Partner other than in its capacity as the holder of the Series N Preferred Units.

Exhibit T

Series O Preferred Units

Series O Preferred Units. Pursuant to the authority granted under Section 4.02(a) of the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (the “Partnership Agreement”), the General Partner hereby establishes a series of Preferred Units designated the 8.375% Series O Cumulative Redeemable Preferred Units (liquidation preference $250.00 per unit) (the “Series O Preferred Units”) on the terms set forth in this Exhibit T. Capitalized terms used herein without definition have the meanings given to them in the Partnership Agreement.

(a) Number. The number of authorized units of the Series O Preferred Units shall be 1,265,000 and shall at all times be equal to the number of 8.375% Series O Cumulative Redeemable Preferred Shares (“Series O Preferred Shares”) issued by the General Partner and then outstanding. Series O Preferred Units shall be issued only to and held only by the General Partner.

(b) Relative Seniority. In respect of rights to receive Distributions and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Partnership, the Series O Preferred Units shall rank (i) on a parity with any class or series of Units of the Partnership (“Parity Units”) as to the payment of Distributions and as to the distribution of assets upon liquidation, dissolution or winding up (whether or not the Distribution rates, Distribution payment dates or redemption or liquidation prices per unit thereof are different from those of the Series O Preferred Units) if the holders of such class or series of Units and Series O Preferred Units shall be entitled to the receipt of Distributions and of amounts distributable upon liquidation, dissolution or winding up (taking into account the effects of allocations of Profits, Losses and other items) in proportion to their respective amounts of accrued and unpaid Distributions per unit or liquidation preferences without preference or priority one over the other, (ii) senior to any class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series O Preferred Units (collectively, “Junior Units”) and (iii) senior to the Common Units and any other class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series O Preferred Units (collectively, “Fully Junior Units”). Nothing contained in Section 4.06 of the Partnership Agreement or this Exhibit T shall prohibit the Partnership from issuing additional Units that are Parity Units with the Series O Preferred Units.

(c) Distributions.

(1) The General Partner, as holder of the then outstanding Series O Preferred Units, shall be entitled to receive, when and as declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 8.375% of the liquidation preference per unit per year, payable quarterly in equal amounts of $5.23437 per unit in cash on the last calendar day of each March, June, September and December, or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series O Preferred Units will be paid on March 31, 2008. Distributions shall be payable to the General Partner, as holder of the Series O Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership for the payment of Distributions that is not more than 30 nor less than 10 days prior to such Quarterly Distribution Date. The amount of any Distribution payable for any partial Distribution Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions on each Series O Preferred Unit shall accrue and be cumulative from and including the date of original issue thereof whether or not (i) there are funds legally available for the payment of such Distributions or (ii) such Distributions are authorized. Distributions paid on the Series O Preferred Units in an amount less than the total amount of such Distributions at the time accrued and payable on such Series O Preferred Units shall be allocated pro rata on a per-unit basis among all such Series O Preferred Units at the time outstanding. Except as provided in the last sentence of this paragraph, unless the full cumulative Distributions on the Series O Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with

the Series O Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series O Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series O Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series O Preferred Units for all prior Distribution Periods have not been paid in full, then any Distribution declared on the Series O Preferred Units for any Distribution Period and on any series of Preferred Units at the time outstanding ranking on a parity as to the Distributions with the Series O Preferred Units will be declared ratably in proportion to accrued and unpaid Distributions on the Series O Preferred Units and such series of Preferred Units at the time outstanding ranking on a parity as to Distributions with the Series O Preferred Units.

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

(2) The amount of any Distributions accrued on any Series O Preferred Units at any Quarterly Distribution Date shall be the amount of any unpaid Distributions accumulated thereon, to and including such Quarterly Distribution Date, whether or not earned or declared, and the amount of Distributions accrued on any units of Series O Preferred Units at any date other than a Quarterly Distribution Date shall be equal to the sum of the amount of any unpaid Distributions accumulated thereon, to and including the last preceding Quarterly Distribution Date, whether or not earned or declared, plus an amount calculated on the basis of the annual Distribution rate of 8.375% per unit for the period after such last preceding Quarterly Distribution Date, to and including the date as of which the calculation is made, based on a 360-day year consisting of twelve 30-day months.

(3) Except as provided in this Exhibit U, the Series T Preferred Units shall not be entitled to participate in the earnings or assets of the Partnership.

(4) Any Distribution made on the Series O Preferred Units shall be first credited against the earliest accrued but unpaid Distribution due with respect to such Series O Preferred Units that remains payable.

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

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

(d) Liquidation Rights.

(1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the holder of the Series O Preferred Units then outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to the Partners, before any payment or distribution shall be made on any Junior Units or any Fully Junior Units, the amount of $250.00 per Series O Preferred Unit, plus an amount equal to any accrued and unpaid Distributions thereon to the date of such liquidation, dissolution or winding up.

(2) After payment of the full amount of the liquidating distributions provided for in this Exhibit T to the holder of the Series O Preferred Units, such holder shall have no right or claim to any of the remaining assets of the Partnership.

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

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

(e) Redemption by the Partnership.

(1) Optional Redemption. The Series O Preferred Units are not redeemable prior to February 22, 2013. On or after February 22, 2013, the General Partner may, at its option, cause the Partnership to redeem at any time all or, from time to time, part of the Series O Preferred Units at a price per unit, payable in cash, of $250.00, together with all accrued and unpaid Distributions thereon, without interest, to and including the date fixed for redemption. The Series O Preferred Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions.

(2) Procedures of Redemption. At any time that the General Partner exercises its right to redeem all or any of the Series O Preferred Shares, the General Partner shall exercise its right to cause the Partnership to redeem an equal number of Series O Preferred Units.

(f) Voting Rights. Except as required by law, the General Partner, in its capacity as the holder of the Series O Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(g) General. The rights of the General Partner, in its capacity as holder of the Series O Preferred Units, are in addition to and not in limitation of any other rights or authority of the General Partner, in any other capacity, under the Partnership Agreement. In addition, nothing herein shall be deemed to limit or otherwise restrict any rights or authority of the General Partner other than in its capacity as the holder of the Series O Preferred Units.

EX-5.1

Exhibit 5.1

ALSTON&BIRD LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, Georgia 30309-3424

404-881-7000

Fax: 404-881-7777

www.alston.com

July 29, 2009

Duke Realty Corporation

Duke Realty Limited Partnership

600 East 96^th Street, Suite 100

Indianapolis, Indiana 46240

Re: Automatic Shelf Registration Statement on Form S-3ASR, filed with the Securities and Exchange Commission on July 31, 2009 (the “Registration Statement”)

Ladies and Gentlemen:

We have acted as counsel to Duke Realty Corporation, an Indiana corporation (the “Company”), and Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership,” and, together with the Company, the “Duke Entities”), in connection with the filing of the above-referenced Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

This opinion letter is being furnished in accordance with the requirements of Item 16 of the Commission’s Form S-3 and Item 601(b)(5) of Regulation S-K under the Securities Act.

The Registration Statement relates to the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act of the following securities:

(i) shares of the Company’s common stock, par value $.01 per share (“Common Stock”);

(ii) shares of the Company’s preferred stock, par value $.01 per share (“Preferred Stock”) (including shares convertible into or exchangeable for other securities), with such preferences and other terms as determined in accordance with the Company’s Fourth Amended and Restated Articles of Incorporation and Third Amended and Restated Bylaws, each as may be further amended and/or restated;

(iii) depositary shares (“Depositary Shares”), representing fractional interests in the Company’s Preferred Stock;

(iv) senior and/or subordinate debt securities (“Debt Securities”) of the Operating Partnership;

(v) warrants to purchase any of the securities described in the immediately preceding clauses (i) through (iv) (“Warrants”);

Atlanta • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

July 29, 2009

Page 2

(vi) the Company’s stock purchase contracts obligating holders to purchase a specified or varying number of shares of Common Stock and/or Preferred Stock at a future date or dates (“Stock Purchase Contracts”);

(vii) units comprised of one or more of the securities described in the immediately preceding clauses (i) through (vi) in any combination (“Units”); and

(viii) guarantees issued by the Company of the Debt Securities (“Guarantees”).

Each series of Debt Securities will be issued pursuant an indenture (as amended or supplemented from time to time, the “Indenture”), dated as of July 28, 2006, by and between the Operating Partnership and The Bank of New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as trustee (the “Trustee”). Each Depositary Share will be issued pursuant to a deposit agreement by and between the Company and a bank or trust company as depositary (a “Deposit Agreement”), and will be evidenced by a depositary receipt (a “Depositary Receipt”), each Warrant will be issued pursuant to a warrant agreement (a “Warrant Agreement”), each Stock Purchase Contract will be issued pursuant to a stock purchase contract agreement (“Stock Purchase Contract Agreement”), each Unit will be issued pursuant to a unit agreement (“Unit Agreement”), and each Guarantee will be issued pursuant to a guarantee agreement (“Guarantee Agreement”), in each case substantially in the form filed as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a document filed under the Exchange Act and incorporated into the Registration Statement by reference.

In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Duke Entities, including, without limitation, resolutions adopted by the boards of directors or other governing bodies or controlling entities of the Duke Entities and the organizational documents of the Duke Entities, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Duke Entities, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.

As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents and instruments, including certificates or comparable documents of officers of the Duke Entities and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

In our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to

July 29, 2009

Page 3

authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

Our opinions set forth below are limited to the laws of the Indiana Business Corporation Law, applicable provisions of the Constitution of the State of Indiana, reported judicial decisions interpreting such Corporation Law and Constitution, and federal laws of the United States of America to the extent referred to specifically herein, and we do not express any opinion herein concerning any other laws; provided, however, that opinion (3) below is limited to the laws of the State of New York that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Indenture, and, with respect to opinion (3) below, we do not express any opinion herein concerning any other laws.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion that:

(1) When, as and if (a) appropriate corporate action has been taken to authorize the issuance of Common Stock, (b) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities are obtained, (c) Common Stock shall have been duly issued and delivered by the Company against payment therefor in accordance with such corporate action, and (d) certificates representing shares of Common Stock have been duly executed by the duly authorized officers of the Company in accordance with applicable law, then, upon the happening of such events, such Common Stock will be validly issued, fully paid and non-assessable (provided that the consideration paid therefor is not less than the par value thereof).

(2) When, as and if (a) appropriate corporate action has been taken to authorize the issuance of Preferred Stock, to fix the terms thereof and to authorize the execution and filing of a certificate of designation relating thereto with the Secretary of State of the State of Indiana, (b) such certificate of designation shall have been executed by duly authorized officers of the Company and so filed by the Company, all in accordance with the laws of the State of Indiana, (c) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities are obtained, (d) Preferred Stock with terms so fixed shall have been duly issued and delivered by the Company against payment therefor in accordance with such corporate action, and (e) certificates representing shares of Preferred Stock have been duly executed by the duly authorized officers of the Company in accordance with applicable law, then, upon the happening of such events, such Preferred Stock will be validly issued, fully paid and non-assessable (provided that the consideration paid therefor is not less than the par value thereof).

(3) When, as and if (a) the appropriate corporate action has been taken by the Operating Partnership to authorize the form, terms, execution and delivery of any series of Debt Securities, (b) the Debt Securities shall have been issued in the form and containing the terms set forth in the Registration Statement, the Indenture and such corporate action, (c) any legally required consents,

July 29, 2009

Page 4

approvals, authorizations and other orders of the Commission and any other regulatory authorities are obtained, (d) due execution of the Debt Securities by the Operating Partnership, (e) the Debt Securities have been duly authenticated by the Trustee in accordance with the applicable indenture, and (f) the issuance and delivery of the Debt Securities against payment therefore as provided in the Indenture and other applicable agreements, then, upon the happening of such events, the Debt Securities will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that (x) enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium and other laws relating to or affecting the rights and remedies of creditors generally, and (y) the remedy of specific performance and other forms of equitable relief may be subject to certain defenses and to the discretion of the court before which proceedings may be brought (regardless of whether enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”).

(4) When, as and if (a) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Warrant Agreement (including a form of certificate evidencing the Warrants), and (b) Warrants with such terms are duly executed, attested, issued and delivered by duly authorized officers of the Company against payment in the manner provided for in the applicable Warrant Agreement and such corporate action, then, upon the happening of such events, such warrants will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Bankruptcy and Equity Exception.

(5) When, as and if (a) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Stock Purchase Contract Agreement (including a form of certificate evidencing the Stock Purchase Contracts), and (b) the Stock Purchase Contracts with such terms are duly executed, attested, issued and delivered by duly authorized officers of the Company against payment in the manner provided for in the Stock Purchase Contract Agreement and such corporate action, then, upon the happening of such events, such stock purchase contracts will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Bankruptcy and Equity Exception.

(6) When, as and if (a) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Unit Agreement (including a form of certificate evidencing the Units), and (b) the Units with such terms are duly executed, attested, issued and delivered by duly authorized officers of the Company against payment in the manner provided for in the Unit Agreement and such corporate action, then, upon the happening of such events, such units will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Bankruptcy and Equity Exception.

July 29, 2009

Page 5

(7) When, as and if (a) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Guarantee Agreement, and (b) the Guarantees with such terms are fully executed, attested, issued and delivered by duly authorized officers of the Company against payment in the manner provided for in the Guarantee Agreement and such corporate action, then, upon the happening of such events, such guarantees will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Bankruptcy and Equity Exception.

This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinions rendered by us consist of those matters set forth in those paragraphs numbered (1) through (7) above, and no opinion may be implied or inferred beyond the opinion expressly stated. Our opinions expressed herein are each made as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinions expressed herein.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are an “expert” under the meaning of the Securities Act or that we otherwise 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.

ALSTON & BIRD LLP
By:	/s/ Mark C. Kanaly
	Mark C. Kanaly A Partner

EX-8.1

Exhibit 8.1

The Atlantic Building

950 F Street, NW

Washington, DC 20004-1404

202-756-3300

Fax: 202-756-3333

www.alston.com

July 29, 2009

Duke Realty Corporation

Duke Realty Limited Partnership

600 East 96^th Street, Suite 100

Indianapolis, IN 46240

Re: Automatic Shelf Registration Statement on Form S-3ASR, filed with the Securities and Exchange Commission on July 31, 2009 (the “Registration Statement”)

Ladies and Gentlemen:

We have represented Duke Realty Corporation, an Indiana corporation (the “Company”), and Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), in connection with the filing of the above-referenced Registration Statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This opinion is rendered pursuant to Item 16 of Form S-3 and Item 601(b)(8) of Regulation S-K.

You have requested our opinion as to (i) the qualification of the Company as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) the accuracy of the discussion of U.S. federal income tax considerations contained under the caption “Federal Income Tax Considerations” in the Registration Statement.

In connection with this opinion, we have made such legal and factual inquiries as we have deemed necessary or appropriate, including examination of the Company’s Registration Statement. In addition, you have provided us with, and we are relying upon, a certificate containing certain factual representations and covenants of officers of the Company (the “Officer’s Certificate”) relating to, among other things, the actual and proposed operations of the Company and the entities in which it holds direct or indirect interests. For purposes of our opinion, however, we have not made an independent investigation of the facts, representations and covenants set forth in the Officer’s Certificate, the Registration Statement, or in any other document. In particular, we note that the Company may engage in transactions in connection with which we have not provided legal advice, and have not reviewed, and of which we may be unaware. We have

One Atlantic Center Ÿ 1201 West Peachtree Street Ÿ Atlanta, GA 30309-3424 Ÿ 404-881-7000 Ÿ Fax: 404-881-7777

Bank of America Plaza Ÿ 101 South Tryon Street, Suite 4000 Ÿ Charlotte, NC 28280-4000 Ÿ 704-444-1000 Ÿ Fax: 704-444-1111

Chase Tower Ÿ 2200 Ross Avenue, Suite 3601 Ÿ Dallas, TX 75201-2708 Ÿ 214-922-3400 Ÿ Fax: 214-922-3899

333 South Hope Street Ÿ 16th Floor Ÿ Los Angeles, CA 90071-1410 Ÿ 213-576-1000 Ÿ Fax: 213-576-1100

90 Park Avenue Ÿ New York, NY 10016 Ÿ 212-210-9400 Ÿ Fax: 212-210-9444

3201 Beechleaf Court, Suite 600 Ÿ Raleigh, NC 27604-1062 Ÿ 919-862-2200 Ÿ Fax: 919-862-2260

Two Palo Alto Square Ÿ 3000 El Camino Real, Suite 400 Ÿ Palo Alto, CA 94306-2112 Ÿ 650-838-2000 Ÿ Fax: 650-838-2001

2801 Townsgate Road Ÿ Suite 215 Ÿ Westlake Village, CA 91361-3020 Ÿ 805-497-9474 Ÿ Fax: 805-497-8804

The Atlantic Building Ÿ 950 F Street, NW Ÿ Washington, DC 20004-1404 Ÿ 202-756-3300 Ÿ Fax: 202-756-3333

July 29, 2009

Page 2

assumed and relied on the representations that the information presented in the Officer’s Certificate and the Registration Statement accurately and completely describe all material facts relevant to our opinion. We have assumed that such statements, representations and covenants are true without regard to any qualification as to knowledge or belief. We are not, however, aware of any facts inconsistent with the representations contained in the Officer’s Certificate or the facts in the above referenced documents. Our opinion is conditioned on the continuing accuracy and completeness of such statements, representations and covenants. Any material change or inaccuracy in the facts referred to, set forth, or assumed herein or in the Officer’s Certificate may affect our conclusions set forth herein.

In rendering the opinion set forth herein, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies.

Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:

(i) Commencing with its taxable year ended December 31, 1999, the Company has been organized, and has operated, in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the present and proposed method of operation (as described in the Registration Statement and the Officer’s Certificate) of the Company will permit the Company to continue to so qualify.

(ii) The statements in the Registration Statement under the caption “Federal Income Tax Considerations,” to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, are correct in all material respects.

The Company’s qualification as a REIT depends on the Company’s ongoing satisfaction of the various requirements under the Code and described in the Registration Statement under the caption “Federal Income Tax Considerations” relating to, among other things, the nature of the Company’s gross income, the composition of the Company’s assets, the level of distributions to the Company’s shareholders, and the diversity of the Company’s ownership. Alston & Bird LLP will not review the Company’s compliance with these requirements on a continuing basis. No assurances can be given that the Company will satisfy these requirements.

An opinion of counsel merely represents counsel’s best judgment with respect to the probable outcome on the merits and is not binding on the Internal Revenue Service or the courts. There can be no assurance that positions contrary to our opinion will not be taken by the Internal Revenue Service or that a court considering the issues would not hold contrary to such opinion.

July 29, 2009

Page 3

The opinions expressed herein are given as of the date hereof and are based upon the Code, the Treasury regulations promulgated thereunder, current administrative positions of the Internal Revenue Service, and existing judicial decisions, any of which could be changed at any time, possibly on a retroactive basis. Any such changes could adversely affect the opinions rendered herein. In addition, as noted above, our opinions are based solely on the documents that we have examined and the representations that have been made to us, and cannot be relied upon if any of the facts contained in such documents or in such additional information is, or later becomes, inaccurate or if any of the representations made to us is, or later becomes, inaccurate. Finally, our opinion is limited to the U.S. federal income tax matters specifically covered herein, and we have not opined on any other tax consequences to the Company or any other person, and we express no opinion with respect to other federal laws, the laws of any other jurisdiction, the laws of any state or as to any matters of municipal law or the laws of any other local agencies within any state.

This opinion letter is provided to you for your use solely in connection with the offering of the shares and may not be used, circulated, quoted or otherwise referred to or relied upon by any other person or for any other purpose without our express written consent or used in any other transaction or context. No opinion other than that expressly contained herein may be inferred or implied. This opinion letter is rendered as of the date hereof and we make no undertaking, and expressly disclaim any duty, to supplement or update this opinion letter if, after the date hereof, facts or circumstances come to our attention or changes in the law occur which could affect such opinion.

Very truly yours,
ALSTON & BIRD LLP
By:	/s/ James E. Croker, Jr.
	James E. Croker, Jr., Partner

EX-12.1

Exhibit 12.1

Duke Realty Corporation

Statement re: Calculation of Ratios of Earnings to

Combined Fixed Charges and Preferred Stock Dividends

(Dollars in thousands)

	Three Months Ended March 31, 2009		Year Ended December 31, 2008		Year Ended December 31, 2007		Year Ended December 31, 2006		Year Ended December 31, 2005		Year Ended December 31, 2004
Income from continuing operations less preferred dividends	$	18,892	$	18,756	$	106,322	$	103,061	$	96,694	$	106,589
Preferred dividends		18,363		71,426		58,292		56,419		46,479		33,777
Interest expense		52,068		199,241		175,429		170,766		106,203		98,086
Earnings before fixed charges	$	89,323	$	289,423	$	340,043	$	330,246	$	249,376	$	238,452
Interest expense	$	52,068	$	199,241	$	175,429	$	170,766	$	106,203	$	98,086
Interest costs capitalized		7,499		53,456		59,167		36,260		9,510		5,961
Total fixed charges	$	59,567	$	252,697	$	234,596	$	207,026	$	115,713	$	104,047
Preferred dividends	$	18,363	$	71,426	$	58,292	$	56,419	$	46,479	$	33,777
Total fixed charges and preferred dividends	$	77,930	$	324,123	$	292,888	$	263,445	$	162,192	$	137,824
Ratio of Earnings to Fixed Charges		1.50		1.15		1.45		1.60		2.16		2.29
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends		1.15		N/A		1.16		1.25		1.54		1.73

N/A – the ratio is less than 1.0; deficit of $34.7 million exists for the year ended December 31, 2008. The calculation of earnings includes $308.8 million of non-cash depreciation expense.

EX-12.2

Exhibit 12.2

Duke Realty Limited Partnership

Statement re: Calculation of Ratios of Earnings to

Combined Fixed Charges and Preferred Unit Distributions

(Dollars in thousands)

	Three Months Ended March 31, 2009		Year Ended December 31, 2008		Year Ended December 31, 2007		Year Ended December 31, 2006		Year Ended December 31, 2005		Year Ended December 31, 2004
Income from continuing operations less preferred distributions	$	18,892	$	18,756	$	106,321	$	103,059	$	96,695	$	106,591
Preferred distributions		18,363		71,426		58,292		56,419		46,479		33,777
Interest expense		52,068		199,241		175,429		170,766		106,203		98,086
Earnings before fixed charges	$	89,323	$	289,423	$	340,042	$	330,244	$	249,377	$	238,454
Interest expense	$	52,068	$	199,241	$	175,429	$	170,766	$	106,203	$	98,086
Interest costs capitalized		7,499		53,456		59,167		36,260		9,510		5,961
Total fixed charges	$	59,567	$	252,697	$	234,596	$	207,026	$	115,713	$	104,047
Preferred distributions	$	18,363	$	71,426	$	58,292	$	56,419	$	46,479	$	33,777
Total fixed charges and preferred distributions	$	77,930	$	324,123	$	292,888	$	263,445	$	162,192	$	137,824
Ratio of Earnings to Fixed Charges		1.50		1.15		1.45		1.60		2.16		2.29
Ratio of Earnings to Combined Fixed Charges and Preferred Distributions		1.15		N/A		1.16		1.25		1.54		1.73

N/A – the ratio is less than 1.0; deficit of $34.7 million exists for the year ended December 31, 2008. The calculation of earnings includes $308.8 million of non-cash depreciation expense.

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Partners

Duke Realty Corporation and

Duke Realty Limited Partnership

We consent to the use of our report dated February 25, 2009, except as to notes 1, 2, 3, 7, 8, and 9, which are as of July 22, 2009, with respect to the consolidated balance sheets of Duke Realty Corporation and Subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, cash flows and changes in equity for each of the years in the three-year period ended December 31, 2008, the related financial statement schedule III, and the effectiveness of internal control over financial reporting as of December 31, 2008, which report appears in the current report on Form 8-K of Duke Realty Corporation dated July 22, 2009. We also consent to the use of our report dated March 6, 2009, except as to notes 1, 2, 3, 7, 8, and 9, which are as of July 22, 2009, with respect to the consolidated balance sheets of Duke Realty Limited Partnership and Subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2008, the related financial statement schedule III, and the effectiveness of internal control over financial reporting as of December 31, 2008, which report appears in the current report on Form 8-K of Duke Realty Limited Partnership dated July 22, 2009. These reports are incorporated by reference herein. We also consent to the reference to our firm under the heading “Experts” in the prospectus.

Our reports refer to the retrospective application of Financial Accounting Standards Board (FASB) Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), FASB No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51, and FASB Staff Position No. EITF 03-06-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities, which all became effective on January 1, 2009.

/s/  KPMG LLP

Indianapolis, Indiana

July 29, 2009

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    BARRINGTON H. BRANCH        

Barrington H. Branch

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    GEOFFREY BUTTON        

Geoffrey Button

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    WILLIAM CAVANAUGH III        

William Cavanaugh III

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    NGAIRE E. CUNEO        

Ngaire E. Cuneo

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    CHARLES R. EITEL        

Charles R. Eitel

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    THOMAS J. BALTIMORE, JR.        

Thomas J. Baltimore, Jr.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    MARTIN C. JISCHKE, PHD        

Martin C. Jischke, PhD

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    L. BEN LYTLE        

L. Ben Lytle

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    JACK R. SHAW        

Jack R. Shaw

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    LYNN C. THURBER        

Lynn C. Thurber

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    ROBERT J. WOODWARD, JR.        

Robert J. Woodward, Jr.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Christie B. Kelly and Howard L. Feinsand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign one or more Registration Statements on Form S-3 under the Securities Act of 1933 (the “Registration Statement”) for the registration of certain securities of Duke Realty Corporation and/or Duke Realty Limited Partnership, any or all amendments to the Registration Statement (including, but not limited to, post-effective amendments), which amendments may make such changes in and additions to the Registration Statement as such attorneys-in-fact may deem necessary or appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated: July 29, 2009

/S/    DENNIS D. OKLAK        

Dennis D. Oklak

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST

INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)         

THE BANK OF NEW YORK MELLON TRUST COMPANY,

NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation if not a U.S. national bank) 95-3571558 (I.R.S. Employer Identification No.)

700 South Flower Street, Suite 500 Los Angeles, CA (Address of principal executive offices) 90017 (Zip code)

Rhea L. Murphy, Legal Department

The Bank of New York Mellon Trust Company, National Association

700 South Flower Street, Suite 500

Los Angeles, California 90017

(213) 630-6476

(Name, address and telephone number of agent for service)

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of obligor as specified in its charter)

Indiana (State or other jurisdiction of incorporation or organization)	38-0819050 (I.R.S. Employer Identification No.)
600 East 96th Street Indianapolis, Indiana (Address of principal executive offices)	46240 (Zip code)

DUKE REALTY CORPORATION

(Exact name of guarantor obligor as specified in its charter)

Indiana (State or other jurisdiction of incorporation or organization)	37-1740409 (I.R.S. Employer Identification No.)
600 East 96th Street Indianapolis, Indiana (Address of principal executive offices)	46240 (Zip code)

Debt Securities

Guarantees of Debt Securities

(Title of the indenture securities)

Item 1. General Information.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency, Washington, D.C. 20219

Federal Reserve Bank, San Francisco, California 94105

Federal Deposit Insurance Corporation, Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item 13.

Item 16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, National Association. (Exhibit 1 to Form T-1 filed September 8, 2008 with Registration Statement No. 333-135006, SEC Accession No. 0001193125-08-192153).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed January 11, 2005 with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed September 8, 2008 with Registration Statement No. 333-135006, SEC Accession No. 0001193125-08-192153).

4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed September 8, 2008 with Registration Statement No. 333-135006, SEC Accession No. 0001193125-08-192153).

6. The consent of the trustee required by Section 321(b) of the Act.

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, The Bank of New York Mellon Trust Company, National Association, a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois on the 27th day of July, 2009.

THE BANK OF NEW YORK MELLON TRUST COMPANY,

NATIONAL ASSOCIATION

By: /s/    M. Callahan Name: M. Callahan Title: Vice President

EXHIBIT 6

The consent of the Trustee required by Section 321 (b) of the Act

July 27, 2009

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Duke Realty Limited Partnership and The Bank of New York Mellon Trust Company, National Association, as trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal, State, Territorial, or District authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

The Bank of New York Mellon Trust Company,

National Association

By: /s/ M. Callahan

Name: M. Callahan

Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business March 31, 2009, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		1,267
Interest-bearing balances		88,233
Securities:
Held-to-maturity securities		22
Available-for-sale securities		444,137
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		12,131
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		1
Not applicable
Intangible assets:
Goodwill		876,153
Other Intangible Assets		265,381
Other assets		153,750
Total assets	$	1,841,075

LIABILITIES
Deposits:
In domestic offices	1,807
Noninterest-bearing	1,807
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	268,691
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	174,621
Total liabilities	445,119
Minority interest in consolidated subsidiaries	0
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus (exclude all surplus related to preferred stock)	1,121,520
Retained earnings	269,980
Accumulated other comprehensive income	3,456
Other equity capital components	0
Total bank equity capital	1,395,956
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total liabilities and equity capital	1,841,075

I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz ) Vice President

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, MD	)
Frank P. Sulzberger, MD	)	Directors (Trustees)
William D. Lindelof, VP	)