-----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, WAdnIeaDarLieVDSNtZG4CTL/Xsw+pQKauhfx1JC1e40Ui1S5ege53NwZXQPADdf STqWzxofkET5av0YgGo46g== 0001246532-06-000139.txt : 20061122 0001246532-06-000139.hdr.sgml : 20061122 20061122154333 ACCESSION NUMBER: 0001246532-06-000139 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061121 FILED AS OF DATE: 20061122 DATE AS OF CHANGE: 20061122 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KENNEDY STEVEN R CENTRAL INDEX KEY: 0001024260 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09044 FILM NUMBER: 061236457 BUSINESS ADDRESS: STREET 1: DUKE REALTY INVESTMENTS INC STREET 2: 8888 KEYSTONE CROSSING STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3175758888 MAIL ADDRESS: STREET 1: C/O DUKE REALTY INESTMENTS INC STREET 2: 8888 KEYSTONE CROSSING STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-11-21 0000783280 DUKE REALTY CORP DRE 0001024260 KENNEDY STEVEN R 600 E. 96TH STREET, SUITE 100 INDIANAPOLIS IN 46240 0 1 0 0 EVP, Construction Common Stock 2006-11-21 4 F 0 90 40.60 D 6244 D Common Stock 2006-11-21 4 M 0 200 0 D 6044 D Common Stock 2006-11-21 4 M 0 200 0 A 18652 I By Trust Common Stock 16400 I By the Carla J. Kennedy Revocable Trust Common Stock 216 I By 401(k) Plan Common Stock 4350 I By Parent Common Stock 4351 I By Estate of Edward H. Kennedy III Employee Stock Options-Right to Buy 22.4007 2009-01-26 Common Stock 4616 4616 D Employee Stock Options-Right to Buy 19.4261 2010-01-25 Common Stock 6505 6505 D Employee Stock Options-Right to Buy 24.2632 2011-01-31 Common Stock 7766 7766 D Employee Stock Options-Right to Buy 22.6799 2012-01-30 Common Stock 6078 6078 D Employee Stock Options-Right to Buy 24.6905 2013-02-19 Common Stock 5583 5583 D Employee Stock Options-Right to Buy 31.5771 2004-01-28 Common Stock 7276 7276 D Employee Stock Options-Right to Buy 31.4022 2015-02-10 Common Stock 24883 24883 D Employee Stock Options-Right to Buy 34.13 2016-02-10 Common Stock 25109 25109 D Phantom Stock Units Common Stock 6355 6355 D Represents shares withheld for taxes upon the vesting of restricted stock units granted pursuant to Rule 16b-3 of Section 16b of the Securities Exchange Act of 1934. Securities held by the Steven R. Kennedy Revocable Trust Agreement 12/12/05 in which the Reporting Person is the grantor. Securities held by the Carla J. Kennedy Revocable Trust Agreement 12/12/05 in which the Reporting Person is the grantor. By Steven Kennedy for investment control of the Doris H. Kennedy Living Trust and other securities held by the Reporting Person's parent. The Reporting Person disclaims any beneficial interest in these shares. By Steven Kennedy for investment control of the Estate of Edward H. Kennedy III. The Reporting Person disclaims any beneficial interest in these shares. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/26/04. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/25/05. The Stock Options vested annually at a rate of 20% per year and were 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 1/28/09. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/10/10. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/10/11. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. 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 Reporting Person's termination of employment. Tracy D. Swearingen for Steven R. Kennedy per POA 2006-11-22 EX-24 2 kennedy.htm

POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and appoints each of Howard L. Feinsand,

James R. Windmiller, Neal A. Lewis, and Tracy D. Swearingen, 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 15th day of

September 2006.









 /s/ Steven R. Kennedy

      BY: Steven R. Kennedy

-----END PRIVACY-ENHANCED MESSAGE-----