-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AXuOZ1Tit7D+aUk80Usp9ShaJZQdzHnXvZhoE1ttTHeBXfW0dHU3VKLB6b0P8KVc HL2ieL19FdGMzlPvfDeoVQ== 0001246532-04-000124.txt : 20041122 0001246532-04-000124.hdr.sgml : 20041122 20041122122911 ACCESSION NUMBER: 0001246532-04-000124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041119 FILED AS OF DATE: 20041122 DATE AS OF CHANGE: 20041122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FESSLER ROBERT D CENTRAL INDEX KEY: 0001249791 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09044 FILM NUMBER: 041159919 BUSINESS ADDRESS: STREET 1: 4555 LAKE FOREST DR STREET 2: SUITE 400 CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 5139564400 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE REALTY CORP CENTRAL INDEX KEY: 0000783280 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 351740409 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 EAST 96TH STREET STREET 2: STE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178086000 MAIL ADDRESS: STREET 1: 600 EAST 96TH STREET STREET 2: STE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 FORMER COMPANY: FORMER CONFORMED NAME: DUKE WEEKS REALTY CORP DATE OF NAME CHANGE: 19990716 FORMER COMPANY: FORMER CONFORMED NAME: DUKE REALTY INVESTMENTS INC DATE OF NAME CHANGE: 19920703 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-11-19 0000783280 DUKE REALTY CORP DRE 0001249791 FESSLER ROBERT D 3950 SHACKLEFORD ROAD, SUITE 300 DULUTH GA 30096 0 1 0 0 Regional EVP - Atlanta Common Stock 2004-11-19 4 M 0 9462 19.4375 A 16877 D Common Stock 2004-11-19 4 F 0 3523 33.76 D 13354 D Common Stock 2004-11-19 4 S 0 3342 34.0529 D 10012 D Common Stock 7044 I By 401(k) Units of Duke Realty Limited Partnership 1994-10-04 Common Stock 12822 12822 D Employee Stock Options - Right to Buy 19.4375 2004-11-19 4 M 0 9462 D 2007-01-29 Common Stock 9462 0 D Employee Stock Options - Right to Buy 24.25 2008-01-28 Common Stock 14220 14220 D Employee Stock Option - Right to Buy 23.0625 2009-01-26 Common Stock 15450 15450 D Employee Stock Option - Right to Buy 20.00 2010-01-25 Common Stock 19540 19540 D Employee Stock Option - Right to Buy 24.98 2011-01-31 Common Stock 13804 13804 D Employee Stock Option - Right to Buy 23.35 2012-01-30 Common Stock 14768 14768 D Employee Stock Option - Right to Buy 25.42 2013-02-19 Common Stock 12344 12344 D Employee Stock Option - Right to Buy 29.23 2013-07-30 Common Stock 10000 10000 D Employee Stock Options-Right to Buy 32.51 2014-01-28 Common Stock 17678 17678 D Phantom Stock Units Common Stock 263 263 D Between January 28, 2004 and November 19, 2004, the Reporting Person acquired 476 shares of Duke Realty Corporation common stock under the Company's 401(k) plan. Units of Duke Realty Limited Partnership are convertible on a one to one basis to the Company's common stock and have no expiration date. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/29/02. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/28/03. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/26/04. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/25/05. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/31/06. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/30/07. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/19/08. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 7/30/08. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/28/09. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between January 28, 2004 and November 19, 2004, the Reporting Person acquired 263 phantom stock units through dividend reinvestment. The units are valued on a one to one basis to the Company's common stock and are to be settled in cash upon the termination of employment. Valerie J. Steffen for Robert D. Fessler per POA attached 2004-11-22 EX-24 2 fessler.htm

POWER OF ATTORNEY



      Know all by these present, that the undersigned hereby constitutes and appoints each of

Howard L. Feinsand, James R. Windmiller, John R. Gaskin, Douglas E. Greer, and Valerie J. Steffen, signing singly, the undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Duke Realty Corporation (the "Company"), Forms 3, 4, and 5, with respect to (i) the partnership units of Duke Realty Limited Partnership, an Indiana limited partnership whose general partner is Duke Realty Corporation, and/or (ii) the common shares of Duke Realty Corporation, all in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, and 5,  complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in

securities issued by the Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of February, 2004.









      /s/: Robert D. Fessler

      BY: Robert D. Fessler



f:\sec\admin\poas\2004\fessler, robert poa.doc

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