Exhibit 10.15(ix)


AMENDMENT EIGHT TO THE

1995 KEY EMPLOYEES’ STOCK OPTION PLAN OF DUKE REALTY

INVESTMENTS, INC.


This Amendment Eight to the 1995 Key Employees’ Stock
Option Plan of Duke Realty Investments, Inc., as amended (“Plan”), is hereby
adopted this 26th day of January, 2005, but effective as of the date specified
below, by Duke Realty Corporation (the “Company”).  Each capitalized term
not otherwise defined herein has the meaning set forth in the Plan.


WITNESSETH:


WHEREAS, the Company, formerly known as Duke Realty
Investments, Inc., adopted the Plan for the purposes set forth therein; and


WHEREAS, pursuant to Section 4.1 of the Plan, the
Board of Directors of Duke Realty Corporation has the right to amend the Plan
with respect to certain matters; and


WHEREAS, the Board has approved and authorized this
Amendment Eight to the Plan, subject to approval of the same by the
shareholders of the Company;


NOW, THEREFORE, pursuant to the authority reserved to
the Board under Section 4.1 of the Plan, the Plan is hereby amended, effective
as of the date this amendment shall be approved by the shareholders of the
Company, in the following particulars:


1.  By
substituting the following for Section 4.2(a) of the Plan:


“4.2(a) Substitution
of Stock and Assumption of Plan.  In
the event of any change in the common stock of the Company through stock
dividends, split-ups, recapitalizations, reclassifications, conversions, or
otherwise, including a change in the value of the common stock due to an
extraordinary cash dividend, or in the event that other stock shall be
converted into or substituted for the present common stock of the Company as
the result of any merger, consolidation, reorganization or similar transaction
which results in a Change in Control of the Company, then the Committee may
make appropriate adjustment or substitution in the aggregate number, price, and
kind of shares available under the Plan and in the number, price and kind of
shares covered under any options granted or to be granted under the Plan.  The Committee’s determination in this respect
shall be final and conclusive.  Provided,
however, that the Company shall not, and shall not permit its Subsidiaries to,
recommend, facilitate or agree or consent to a transaction or series of
transactions which would result in a Change of Control of the Company unless
and until the person or persons or the entity or entities acquiring or
succeeding to the assets or capital stock of the Company or any of its
Subsidiaries as a result of such transaction or transactions agrees to be bound
by the terms of the 











Plan so far as it pertains to options theretofore
granted but unexercised and agrees to assume and perform the obligations of the
Company hereunder.  Notwithstanding the
foregoing provisions of this subsection (a), without the consent of the
optionee, no adjustment shall be made which would cause an ISO to
fail to qualify as an ISO.”


All other provisions of the Plan shall remain the
same.


IN WITNESS WHEREOF, Duke Realty Corporation, by a duly
authorized officer, has executed this Amendment Eight to the 1995 Key Employees’
Stock Option Plan of Duke Realty Investments, Inc., as amended, this 26th day
of January, 2005, but effective as of the date specified herein.


	
  

  	
  DUKE REALTY CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis D. Oklak

  
	
   

  	
   

  	
  Dennis D. Oklak, President and Chief

  
	
   

  	
   

  	
  Executive Officer