Exhibit
10.21(ii)


RESOLUTIONS OF THE DUKE REALTY
CORPORATION BOARD OF DIRECTORS


Approval of Amendment Number One to the

Duke Realty Corporation 2005 Non-Employee Directors
Compensation Plan


WHEREAS, Duke
Realty Corporation (the “Company”) maintains the Duke Realty Corporation 2005
Non-Employee Directors Compensation Plan (the “Plan”) pursuant to which non-employee directors of
the Company receive base and supplemental retainers, meeting fees and annual
grants of restricted stock units; and


WHEREAS,
the Board of Directors of the Company (the “Board”) deems it to be in the best interests of the
Company and its shareholders to amend the Plan to (i) determine the number of
shares of Common Stock granted to each Non-Employee Director as quarterly Base
Retainer based on a fixed dollar amount of $60,000 as opposed to the current
fixed share amount, (ii) increase from $25,000 to $35,000 the dollar value of
the annual restricted stock unit awards, (iii) increase the fees paid for
attendance at certain Board committee meetings from $500 to $1,000, and (iv)
increase the Supplemental Retainer paid to the Chair of the Audit Committee
from $7,500 to $10,000;


WHEREAS, pursuant to Section 7.1 of the Plan,
the Board has the right to amend the Plan in whole or in part; and


NOW, THEREFORE, BE IT RESOLVED, that the Board
hereby approves and authorizes Amendment One to the Plan in substantially the
form presented at this meeting, with such changes as the Plan administrator
deems to be appropriate and consistent with the presentation made to the Board
or otherwise based upon the advice of the Company’s legal counsel or
independent accountants which changes do not alter materially the substance of
the amendment as presented at this meeting.


FURTHER
RESOLVED, that the officers of the Company be and they hereby are authorized
and directed to do any and all things deemed by them to be necessary or
desirable in order to carry into effect the foregoing resolutions.











AMENDMENT
ONE TO THE

2005 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
OF

DUKE REALTY CORPORATION


This Amendment
One to the Duke Realty Corporation 2005 Non-Employee Director Compensation Plan
(the “Plan”), is hereby adopted this 26th day of October, 2005, 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 adopted the Plan for the purposes set forth therein; and


WHEREAS,
pursuant to Section 7.1 of the Plan, the Board has the right to amend the Plan
from time to time; and


WHEREAS,
the Board has determined that it is in the best interests of the Company and its shareholders to
amend the Plan to (i) determine the number of shares of Common Stock granted to
each Non-Employee Director as quarterly Base Retainer based on a fixed dollar
amount of $60,000 as opposed to the current fixed share amount, (ii) increase
from $25,000 to $35,000 the dollar value of the annual restricted stock unit
awards, (iii) increase the fees paid for attendance at certain Board committee
meetings from $500 to $1,000, and (iv) increase the Supplemental Retainer paid
to the Chair of the Audit Committee from $7,500 to $10,000; and


WHEREAS, the
Board has approved and authorized this Amendment One to the Plan;


NOW,
THEREFORE, pursuant to the authority reserved to the Board under Section 7.1 of
the Plan, the Plan is hereby amended, effective as of the date hereof, in the
following particulars:


1. The first
paragraph of Section 5.1 of the Plan hereby is amended by deleting the existing
paragraph in its entirety and substituting the following:


“5.1.        BASE RETAINER.  Each Eligible Participant shall be paid a Base
Retainer for service as a director during each Plan Year.  The amount and form of payment of the Base
Retainer shall be established from time to time by the Board.  Until changed by the Board, the Base Retainer
shall be paid in Shares, subject to availability under the Equity Incentive
Plan.  Unless deferred pursuant to the
Directors’ Deferred Compensation Plan, the Base Retainer shall be paid on a
quarterly basis as soon as practicable following the end of a calendar quarter
for the prior quarter’s service.  The
number of Shares to be granted to an Eligible Participant as Base Retainer for
a calendar quarter shall be determined by dividing $15,000 by the Fair Market
Value of one share of Common Stock as of last business day of the calendar
quarter to which the Base Retainer relates, and 











rounding up to the nearest whole Share. A pro-rata
Base Retainer will be paid to any Eligible Participant who joins the Board on a
date other than the beginning of a calendar quarter, based on the number of
days between the date such Non-Employee Director joined the Board and the end
of the applicable calendar quarter. For example, an Eligible Participant
joining the Board on August 1 would be entitled to 60/91 times the normal Base
Retainer for such partial quarter of service, payable as soon as practical
following September 30th.


2.  The chart in
Section 5.2(a) of the
Plan hereby is amended by increasing the Supplemental Retainer for the Chair of
the Audit Committee from $7,500 to $10,000.


3.  The last
sentence of the first paragraph of Section 5.3 of the Plan hereby is amended by deleting such sentence in
its entirety and substituting the following:


“Until changed by the Board,
the meeting fee for attending a committee meeting of the Board shall be $1,000.”


4.  Section 6.2 of the Plan hereby is amended by
replacing the dollar amount “$25,000” with “$35,000.”


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 One to the Duke Realty Corporation 2005 Non-Employee Directors
Compensation Plan, this 26th day of October, 2005.


	
  

  	
  DUKE REALTY CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Dennis D. Oklak

  	
   

  
	
   

  	
   

  	
  Chairman of the Board and Chief Executive Officer