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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K

(Mark One)

|X | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2008

OR



| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----------------------------------------------------------------------------------------

For the transition period from  to
.

Commission File Number: 0-20625





DUKE REALTY LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its
Charter)

|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|Indiana                                                       |  | 35-1898425                          
|(State or Other Jurisdiction ofIncorporation or Organization) |  | (IRS Employer Identification Number)
|                                                              | 
|600 East 96thStreet,
Suite 100 Indianapolis, Indiana          |  | 46240                               
|(Address of Principal Executive Offices)                      |  | (Zip Code)                          

Registrants telephone number, including area code: (317) 808-6000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  X    No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes      No  X

Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  X    No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K is not contained herein, and will not be contained, to the best of
Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  (  )

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 definition
of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer             Accelerated filer
            Non-accelerated filer X            Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes      No  X

The aggregate market value of
Limited Partner Units held by non-affiliates of the Registrant is $171.5 million based on the last reported sale price of the common shares of Duke Realty Corporation into which Limited Partner Units are exchangeable on June 30, 2008.

The aggregate number of Limited Partnership Units outstanding as of February 27, 2009 was 155,261,951.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions
of the registrants General Partners Definitive Proxy Statement for its 2009 Annual Meeting of Shareholders (the Proxy Statement) to be filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended, are
incorporated by reference into this Form 10-K. Other than those portions of the Proxy Statement specifically incorporated by reference pursuant to Items 10 through 14 of Part III hereof, no other portions of the Proxy Statement shall be deemed so
incorporated.









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TABLE OF CONTENTS

Form 10-K



|           |  |         |  |                                                                                                                  |  |        
|---------- |  | ------- |  | ---------------------------------------------------------------------------------------------------------------- |  | -------
|Item No.   |  | Page(s)
|           |  |         | 
|PART I     |  |         |  |                                                                                                                  |  |        
|           |  |         | 
|           |  | 1.      |  | Business                                                                                                         |  | 2 - 6  
|           |  | 1A.     |  | Risk Factors                                                                                                     |  | 6 - 15 
|           |  | 1B.     |  | Unresolved Staff Comments                                                                                        |  | 15     
|           |  | 2.      |  | Properties                                                                                                       |  | 15 - 16
|           |  | 3.      |  | Legal Proceedings                                                                                                |  | 17     
|           |  | 4.      |  | Submission of Matters to a Vote of Security Holders                                                              |  | 17     
|           |  |         | 
|PART II    |  |         |  |                                                                                                                  |  |        
|           |  |         | 
|           |  | 5.      |  | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 17 - 18
|           |  | 6.      |  | Selected Financial Data                                                                                          |  | 18     
|           |  | 7.      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                            |  | 19 - 40
|           |  | 7A.     |  | Quantitative and Qualitative Disclosures About Market Risk                                                       |  | 40 - 41
|           |  | 8.      |  | Financial Statements and Supplementary Data                                                                      |  | 41     
|           |  | 9.      |  | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure                             |  | 41     
|           |  | 9A.     |  | Controls and Procedures                                                                                          |  | 41 - 42
|           |  | 9B.     |  | Other Information                                                                                                |  | 42     
|           |  |         | 
|PART III   |  |         |  |                                                                                                                  |  |        
|           |  |         | 
|           |  | 10.     |  | Directors and Executive Officers of the General Partner                                                          |  | 42 - 43
|           |  | 11.     |  | Executive Compensation                                                                                           |  | 43     
|           |  | 12.     |  | Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters                    |  | 43     
|           |  | 13.     |  | Certain Relationships and Related Transactions, and Director Independence                                        |  | 43     
|           |  | 14.     |  | Principal Accountant Fees and Services                                                                           |  | 43     
|           |  |         | 
|PART IV    |  |         |  |                                                                                                                  |  |        
|           |  |         | 
|           |  | 15.     |  | Exhibits and Financial Statement Schedules                                                                       |  | 43 - 95
|           |  |        
|Signatures |  |         |  | 96 - 97                                                                                                         



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IMPORTANT INFORMATION ABOUT THIS REPORT

In this Report, the words the Partnership, we, us and our refer to Duke Realty Limited Partnership and its subsidiaries,
as well as Duke Realty Limited Partnerships predecessors and their subsidiaries. The General Partner refers to our parent, Duke Realty Corporation.

Cautionary Notice Regarding Forward-Looking Statements

Certain statements contained in or incorporated by
reference into this Annual Report on Form 10-K (this Report), 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, 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 Report or in the information incorporated by reference into this Report. 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;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The General Partners 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 the General Partners 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, if at all, 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 herein, as well as those risks and uncertainties discussed from time to time in the Partnerships and the General
Partners other reports and other public filings with the Securities and Exchange Commission (SEC).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Although we presently believe that the plans, expectations and results expressed in or suggested by the forward-looking
statements are reasonable, all forward-looking statements are inherently subjective, 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 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 otherwise may be required by law.

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 this Report, and is updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that we make with the SEC.

PART I

Item 1.  Business

Background

The Partnership was formed on October 4, 1993, when Duke Realty Corporation (the General Partner) contributed all of its properties and related assets and liabilities, along with the net proceeds of $309.2 million from an
offering of an additional 14,000,833 of its shares to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial real estate firm operating in the Midwest. The General Partner was formed
in 1985 and we believe it qualifies as a REIT under provisions of the Internal Revenue Code of 1986, as amended (the Code). The General Partner is the sole general partner of the Partnership, owning 95.6% of the common Partnership
interest as of December 31, 2008 (General Partner Units). The remaining 4.4% of the Partnerships common interest is owned by limited partners (Limited Partner Units and, together with the General Partner Units, the
Common Units). The Limited Partner Units are exchangeable for shares of the General Partners common stock on a one-for-one basis subject generally to a one-year holding period, or under certain circumstances, the General Partner
may repurchase the Limited Partner Units for cash. The General Partner also owns preferred partnership interests in the Partnership (Preferred Units). As of December 31, 2008, our diversified portfolio of 738 rental properties
(including nine properties comprising 1.4 million square feet under development and excluding all properties developed with the intent to sell) encompasses approximately 128.6 million rentable square feet and is leased by a diverse base of
approximately 3,400 tenants whose businesses include manufacturing, retailing, wholesale trade, distribution, healthcare and professional services. We also own or control more than 7,200 acres of land available for development.

Our Service Operations provide, on a fee basis, leasing, property and asset management, development, construction, build-to-suit and other tenant-related services. We
conduct our Service Operations through Duke Realty Services LLC, Duke Realty Services Limited Partnership and Duke Construction Limited Partnership. Our Rental Operations are conducted through Duke Realty Limited Partnership. See Item 7,
Managements Discussion and Analysis of Financial Condition and Results of Operations and Item 8, Financial Statements and Supplementary Data for financial information related to our reportable segments.

Our headquarters and executive offices are located in Indianapolis, Indiana. In addition, we have 17 regional offices located in Alexandria, Virginia; Atlanta,
Georgia; Baltimore, Maryland; Chicago, Illinois; Cincinnati, Ohio; Columbus, Ohio; Dallas, Texas; Houston, Texas; Minneapolis, Minnesota; Nashville, Tennessee; Orlando, Florida; Phoenix, Arizona; Raleigh, North Carolina; St. Louis, Missouri;
Savannah, Georgia; Tampa, Florida; and Weston, Florida. We had more than 1,200 employees as of December 31, 2008.



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Operational Objectives

Our primary operational objective is to maximize Funds From Operations (FFO) by (i) maintaining and increasing property occupancy and rental rates through the management of our portfolio of existing properties;
(ii) selectively developing and acquiring new properties for our Rental Operations in our existing markets when economic conditions improve; (iii) using our construction expertise to act as a general contractor or construction manager in
our existing markets and other domestic markets on a fee basis; and (iv) providing a full line of real estate services to our tenants and to third parties. FFO is used by industry analysts and investors as a supplemental operating performance
measure of an equity REIT like our General Partner. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT). NAREIT created FFO
as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from net income determined in accordance with United States generally accepted accounting principles (GAAP). FFO is a
non-GAAP financial measure. The most comparable GAAP measure is net income (loss). FFO should not be considered as a substitute for net income or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled
measures of other companies.

Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate
assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors have considered presentation of operating results for real estate companies that
use historical cost accounting to be insufficient by themselves. FFO, as defined by NAREIT, represents GAAP net income (loss), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated real estate
assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures.

Management believes that the use of FFO, combined with the required primary GAAP presentations, improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT
operating results more meaningful. Management believes FFO is a useful measure for reviewing comparative operating and financial performance (although FFO should be reviewed in conjunction with net income which remains the primary measure of
performance) because, by excluding gains or losses related to sales of previously depreciated real estate assets and excluding real estate asset depreciation and amortization, FFO provides a useful comparison of the operating performance of our real
estate between periods or as compared to different companies.

As a fully integrated commercial real estate firm, we provide in-house leasing, management,
development and construction services which, coupled with our significant base of commercially zoned and unencumbered land in existing business parks, should give us a competitive advantage both as a real estate operator and in future development
activities.

We believe that the management of real estate opportunities and risks can be done most effectively at regional or local levels. As a result,
we intend to continue our emphasis on increasing our market share and effective rents in the primary markets where we own properties. We believe that this regional focus will allow us to assess market supply and demand for real estate more
effectively as well as to capitalize on the strong relationships with our tenant base. In addition, we seek to further capitalize on strong customer relationships to provide third-party construction services across the United States. As a fully
integrated real estate company, we are able to arrange for or provide to our industrial, office and healthcare customers not only well located and well maintained facilities, but also additional services such as build-to-suit construction, tenant
finish construction, and expansion flexibility.



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All of our properties are located in areas that include competitive properties. Institutional investors, other REITs or
local real estate operators generally own such properties; however, no single competitor or small group of competitors is dominant in our current markets. The supply and demand of similar available rental properties may affect the rental rates we
will receive on our properties. Other competitive factors include the attractiveness of the property location, the quality of the property and tenant services provided, and the reputation of the owner and operator. In addition, our Service
Operations face competition from a considerable number of other real estate companies that provide comparable services, some of whom may have greater marketing and financial resources than are available to us.

Financial Strategy

Our financial strategy is to actively manage the
components of our capital structure and maintain investment grade ratings for our unsecured notes from our credit rating agencies. Additionally, to the extent that market conditions permit, we employ a capital recycling program that utilizes sales
of operating real estate assets that no longer fit our strategies to generate proceeds that can be recycled into new properties that better fit our current and long-term strategies.

We also seek to maintain a balanced and flexible capital structure by: (i) extending and sequencing the maturity dates of our outstanding debt obligations; (ii) borrowing primarily at fixed rates by
targeting a variable rate component of total debt less than 20%; (iii) pursuing current and future long-term debt financings; (iv) maintaining fixed charge coverage and other ratios at levels required to maintain investment grade ratings
for our unsecured notes; (v) generating proceeds from the sale of non-strategic properties and (vi) issuing perpetual preferred equity for 5-10% of our total capital structure. However, given the current state of the economy and capital
markets, our near term focus is on improving liquidity through capital preservation by substantially decreasing acquisitions and development, diligently managing our overhead expenses, reducing distributions and actively seeking new sources of
capital, including secured indebtedness, to refinance and extend our existing debt maturities. In order to strengthen our capital structure, we intend to repurchase on the open market our unsecured debt maturing over the next three years, from time
to time when favorable pricing is available. By focusing on strengthening our balance sheet, we expect to be positioned for future growth as the economy improves.

In addition, as discussed under Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, we have a $1.3 billion unsecured line of credit available for our capital needs. We may, at
our sole discretion, exercise an option to extend the maturity of this line of credit from January 2010 to January 2011.

Corporate Governance

As a limited partnership that has one general partner owning over 90% of the Partnerships common interest, the governance of the Partnership is
necessarily linked to the corporate governance of the General Partner. Summarized below are the highlights of the General Partners corporate governance initiatives.



|                  |  |                                                                                                                                                                                                                            
|----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Board Composition |  |   The General Partners Board is controlled by supermajority (92.9%) of Independent Directors, as such term
is defined under the rules of the New York Stock Exchange (the NYSE) as of January 30, 2009 and thereafter
|                  | 
|Board Committees  |  |   The General Partners Board Committee members are all Independent Directors                                                                                                                                             
|                  | 
|Lead Director     |  |   The Chairman of the General Partners Corporate Governance Committee serves as Lead Director of the General
Partners Independent Directors                                                                             



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|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Board Policies |  |   No Shareholder Rights Plan (Poison Pill)   Code of Conduct applies to all Directors and employees of the General Partner, including the Chief Executive
Officer and senior financial officers; waivers require the vote of a majority of the General Partners Board of Directors or the General Partners Corporate Governance Committee.   Effective orientation program for new Directors of the General Partner   Independence of Directors of the General Partner is reviewed annually   Independent Directors of the General Partner meet at least quarterly in executive sessions   Independent Directors of the General Partner receive no compensation from the General Partner or Partnership
other than as Directors   Equity-based compensation plans require the General Partners
shareholder approval   Board effectiveness and performance is reviewed annually by the General
Partners Corporate Governance Committee   The General Partners Corporate Governance
Committee conducts an annual review of the General Partners Chief Executive Officer succession plan   Independent Directors of the General Partner and all Board Committees may retain outside advisors, as they deem appropriate   Policy governing retirement age for Directors of the General Partner   Prohibition on repricing of outstanding stock options of the General Partner   Directors of the General Partner required to offer resignation upon job change   Majority voting for election of Directors of the General Partner   Shareholder Communications Policy
|               | 
|Ownership      |  | Minimum Stock Ownership Guidelines apply to all Directors and Executive Officers of the General Partner                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

The General Partners Code of Conduct (which applies to all Directors and employees of the General Partner,
including the Chief Executive Officer and senior financial officers) and the Corporate Governance Guidelines are available in the investor information/corporate governance section of the General Partners website at www.dukerealty.com. A copy
of these documents may also be obtained without charge by writing to Duke Realty Corporation, 600 East 96th Street, Suite 100, Indianapolis, Indiana 46240, Attention: Investor Relations.

Additional Information

For additional information regarding our investments and operations, see Item 7,
Managements Discussion and Analysis of Financial Condition and Results of Operations, and Item 8, Financial Statements and Supplementary Data. For additional information about our business segments, see
Item 8, Financial Statements and Supplementary Data.

Available Information and Exchange Certifications

In addition to this Report, we file quarterly and special reports, proxy statements and other information with the SEC. All documents that are filed with the SEC are
available free of charge on the General Partners corporate website, which is www.dukerealty.com. We are not incorporating the information on this website into this Report, and the General Partners website and the information appearing on
the General Partners website is not included in, and is not part of, this Report. You may also read and copy



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any document filed at the public reference facilities of the SEC 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 facilities. These documents also may be accessed through the SECs Interactive Data Electronic Application (IDEA) via the SECs home page on the Internet (http://www.sec.gov).
In addition, since some of the General Partners securities are listed on the NYSE, you may read the General Partners SEC filings at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

The NYSE requires that the Chief Executive Officer of each listed company certify annually to the NYSE that he or she is not aware of any violation by the company of
NYSE corporate governance listing standards as of the date of such certification. The General Partner submitted the certification of its Chairman and Chief Executive Officer, Dennis D. Oklak, with its 2008 Annual Written Affirmation to the NYSE on
May 22, 2008.

The General Partner included the certification of its Principal Executive Officer and Principal Financial Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002 and related rules, relating to the quality of the General Partners public disclosure, in this Report as Exhibit 31.1.

Item 1A.  Risk Factors

In addition to the other information contained in
this Report, you should carefully consider, in consultation with your legal, financial and other professional advisors, the risks described below, as well as the risk factors and uncertainties discussed in our other public filings with the SEC under
the caption Risk Factors in evaluating us and our business before making a decision regarding an investment in the General Partners securities.

The risks contained in this Report are not the only risks that we face. Additional risks that are not presently known, or that we presently deem to be immaterial, also could have a material adverse effect on our financial condition, results
of operations, business and prospects. The trading price of the General Partners securities could decline due to the materialization of any of these risks, and our unitholders may lose all or part of their investment.

This Report also contains forward-looking statements that may not be realized as a result of certain factors, including, but not limited to, the risks described herein
and in our other public filings with the SEC. Please refer to the section in this Report entitled Cautionary Notice Regarding Forward-Looking Statements for additional information regarding forward-looking statements.

Risks Related to Our Business

Our use of debt financing
could have a material adverse effect on our financial condition.

We are subject to the risks normally associated with debt financing, including the
risk that our cash flow will be insufficient to meet required principal and interest payments and the risk that we will be unable to refinance our existing indebtedness, or that the terms of such refinancing will not be as favorable as the terms of
existing indebtedness. Specifically, we may not be able to refinance our $1.3 billion unsecured line of credit at its maturity with the same capacity, on terms that are as favorable as the current terms, or at all. Additionally, we may not be able
to refinance borrowings at our unconsolidated subsidiaries on favorable terms or at all. If our debt cannot be paid, refinanced or extended, we may not be able to make distributions to unitholders at expected levels or at all. Further, if prevailing
interest rates or other factors at the time of a refinancing result in higher interest rates or other restrictive financial covenants upon the refinancing, then such refinancing would adversely affect our cash flow and funds available for operation,
development and distribution.



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We are also subject to financial covenants under our existing debt instruments. Should we fail to comply with the
covenants in our existing debt instruments, then we would not only be in breach under the applicable debt instruments but we would also likely be unable to borrow any further amounts under our other debt instruments, which could adversely affect our
ability to fund operations. We also have incurred, and may incur in the future, indebtedness that bears interest at variable rates. Thus, if market interest rates increase, so will our debt expense, which could reduce our cash flow and our ability
to make distributions to unitholders.

Debt financing may not be available and equity issuances could be dilutive to our unitholders.

Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of
secured and unsecured debt, and equity financing, including common and preferred equity issued by the General Partner. Debt financing may not be available in sufficient amounts, on favorable terms or at all. If the General Partner issues additional
equity securities, instead of debt, to manage capital needs, the interests of our existing unitholders could be diluted.

Financial and other covenants
under existing credit agreements could limit our flexibility and adversely affect our financial condition.

The terms of our various credit agreements
and other indebtedness require that we comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit our flexibility in
our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations. If we are unable to refinance our indebtedness at maturity
or meet our payment obligations, the amount of our distributable cash flow would be adversely affected.

The current credit crisis may limit our ability
to refinance our debt obligations in the short-term and may limit our access to liquidity.

Approximately 46% of our outstanding debt will mature
between now and December 31, 2011. The majority of these debt maturities are comprised of $711.5 million of unsecured notes, $575.0 million of exchangeable unsecured notes, $125.0 million of corporate unsecured debt and our $1.3 billion
unsecured line of credit, which has an outstanding principal balance of $474.0 million as of December 31, 2008. The unsecured line of credit matures in January 2010 with a one-year extension available at our option. Given the current economic
conditions including, but not limited to, the credit crisis and related turmoil in the global financial markets, we may be unable to refinance these obligations on favorable terms, or at all, and could also potentially lose access to our current
available liquidity under our unsecured line of credit if one or more participating lenders default on their commitments. If we are unable to refinance these obligations prior to the maturity date, then we may be forced to seek liquidity through a
variety of options, including, but not limited to, the sale of properties at below market prices. In the event that we default on one or more of these obligations, it may result in additional defaults under our other obligations.

If we are unable to generate sufficient capital and liquidity, then we may be unable to pursue future development projects and other strategic initiatives.

To complete our ongoing and planned development projects, and to pursue our other strategic initiatives, we must continue to generate sufficient
capital and liquidity to fund those activities. To generate that capital and liquidity, we rely upon funds from our existing operations, as well as funds that we raise through our capital raising activities. In the current economic environment,
REITs like our General Partner have faced earnings pressures that have made it more difficult to generate capital and liquidity from existing operations. In addition, due to the recent crises in the credit and capital markets, it has become
increasingly difficult to raise capital and generate liquidity through the sale of equity and/or debt securities on favorable terms, if at all. In the event that we are unable to generate sufficient capital and liquidity to meet our short- and
long-term needs, or if we are unable to generate capital and liquidity on terms that are favorable to us, then we may be required to curtail our proposed development projects, as well as our other strategic initiatives.



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Our General Partners stock price and trading volume may be volatile, which could result in substantial losses to
our unitholders if and when they convert their Limited Partner Units to shares of our General Partners stock.

Recently the equity securities
markets have experienced a high degree of volatility, creating highly variable and unpredictable pricing of equity securities. The market price of our General Partners common and preferred stock could further change in ways that may or may not
be related to our business, our industry or our operating performance and financial condition. In addition, the trading volume in our General Partners common stock may fluctuate and cause significant price variations to occur. Some of the
factors that could negatively affect the General Partners share price, or result in fluctuations in the price or trading volume of our General Partners common stock, include recent uncertainty in the markets, general market and economic
conditions, as well as those factors described in these Risk Factors and in other reports that we file with the SEC.

Many of these factors are
beyond our control, and we cannot predict their potential effects on the price of our General Partners common and preferred stock. If the market prices of our General Partners common and preferred stock decline further, then our
unitholders may be unable to resell or exchange their securities upon terms that are attractive to them. We cannot assure that the market price of our General Partners common and preferred stock will not fluctuate or decline significantly in
the future. In addition, the securities markets in general may continue to experience considerable unexpected price and volume fluctuations.

We, or our
General Partner, may issue debt and equity securities which are senior to our General Partners common stock and preferred stock as to distributions and in liquidation, which could negatively affect the value of our Units and our General
Partners common and preferred stock.

In the future, we or our General Partner may attempt to increase our capital resources by entering into
debt or debt-like financing that is unsecured or secured by certain of our assets, or issuing debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes,
preferred stock or common stock. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distributions to the holders of our Common Units and Preferred Units. Our
General Partners preferred stock has a preference over our Common Units with respect to distributions and upon liquidation, which could further limit our ability to make distributions to our unitholders. Any additional preferred stock that our
General Partner may issue may have a preference over our Common Units and existing series of Preferred Units with respect to distributions and upon liquidation.

Our leverage strategy may require us to seek substantial amounts of commercial credit and issue debt securities to manage our capital needs. Because our, or our General Partners, decision to incur debt and issue securities in our
future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financings. Further, market conditions could require us, or our
General Partner, to accept less favorable terms for the issuance of our securities in the future. Thus, our unitholders will bear the risk of our future offerings reducing the value of their Units and diluting their interest in us. We may change
this leverage strategy from time to time without obtaining approval from the General Partners shareholders.

Our use of joint ventures may limit
our flexibility with jointly owned investments.

We currently have joint ventures that are not consolidated with our financial statements. We may
develop and acquire properties in joint ventures with other persons or entities when circumstances warrant the use of these structures. Our participation in joint ventures is subject to the risks that:



| |  |  | We could become engaged in a dispute with any of our joint venture partners that might affect our ability to develop or operate a property;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our joint venture partners may have different objectives than we have regarding the appropriate timing and terms of any sale or refinancing of properties;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Our joint venture partners may have competing interests in our markets that could create conflict of interest issues; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | Maturities of debt encumbering our jointly owned investments may not be able to be refinanced at all or on terms that are as favorable as the current terms.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

The SEC has proposed changes to the eligibility requirements for Form S-3 that could prevent us from issuing debt securities on our
automatic shelf registration statement.

From time to time, we issue debt securities pursuant to an automatic shelf registration statement on Form S-3.
On July 1, 2008, the SEC issued a proposed rule that would revise the transaction eligibility criteria for registering primary offerings of non-convertible securities (like our debt securities) on Forms S-3. As proposed, the instructions to
these forms would no longer refer to security ratings by a nationally recognized statistical rating organization as a transaction requirement to permit issuers to register primary offerings of non-convertible securities for cash. Instead, the Form
S-3 would be available to register primary offerings of non-convertible securities if the issuer has issued (as of a date within 60 days prior to the filing of the registration statement) for cash more than $1 billion in non-convertible securities,
other than common equity, through registered primary offerings over the prior three years.

Currently, we rely on the eligibility standard for offerings of
investment grade rated non-convertible debt securities in order to offer securities pursuant to an automatic shelf registration statement on Form S-3. The SECs proposal would effectively eliminate this eligibility standard. Although we
currently satisfy the SECs proposed eligibility criteria (namely, having issued more than $1 billion of non-convertible debt in registered offerings over the most recent three years), it is possible that we may not meet this test in the
future, in which case we would not be eligible to issue securities on Form S-3. If we are unable to issue securities of Form S-3, then, to the extent we seek to issue registered securities, we would be required to use Form S-1, which would impede
our ability to launch and price public offerings of debt securities on short notice with the speed and efficiency necessary to take advantage of favorable market conditions.

Risks Related to the Real Estate Industry

Our net earnings available for investment or distribution to
unitholders could decrease as a result of factors related to the ownership and operation of commercial real estate that are outside of our control.

Our business is subject to the risks incident to the ownership and operation of commercial real estate, many of which involve circumstances not within our control. Such risks include the following:



| |  |  | Changes in the general economic climate;
| | - |  | ----------------------------------------



| |  |  | The availability of capital on favorable terms, or at all;
| | - |  | ----------------------------------------------------------



| |  |  | Increases in interest rates;
| | - |  | ----------------------------



| |  |  | Local conditions such as oversupply of property or a reduction in demand;
| | - |  | -------------------------------------------------------------------------



| |  |  | Competition for tenants;
| | - |  | ------------------------



| |  |  | Changes in market rental rates;
| | - |  | -------------------------------



| |  |  | Oversupply or reduced demand for space in the areas where our properties are located;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | Delay or inability to collect rent from tenants who are bankrupt, insolvent or otherwise unwilling or unable to pay;
| | - |  | --------------------------------------------------------------------------------------------------------------------



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| |  |  | Difficulty in leasing or re-leasing space quickly or on favorable terms;
| | - |  | ------------------------------------------------------------------------



| |  |  | Costs associated with periodically renovating, repairing and reletting rental space;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Our ability to provide adequate maintenance and insurance on our properties;
| | - |  | ----------------------------------------------------------------------------



| |  |  | Our ability to control variable operating costs;
| | - |  | ------------------------------------------------



| |  |  | Changes in government regulations; and
| | - |  | --------------------------------------



| |  |  | Potential liability under, and changes in, environmental, zoning, tax and other laws.
| | - |  | -------------------------------------------------------------------------------------

Further, a significant portion of our costs, such as real estate taxes, insurance and maintenance costs and our debt service payments, are generally not reduced when
circumstances cause a decrease in cash flow from our properties. Any one or more of these factors could result in a reduction in our net earnings available for investment or distribution to unitholders.

Many real estate costs are fixed, even if income from properties decreases.

Our financial results depend on leasing space in our real estate to tenants on terms favorable to us. Our income and funds available for distribution to our unitholders will decrease if a significant number of our tenants cannot meet their
lease obligations to us or we are unable to lease properties on favorable terms. In addition, if a tenant does not pay its rent, we may not be able to enforce our rights as landlord without delays and we may incur substantial legal costs. Costs
associated with real estate investment, such as real estate taxes and maintenance costs, generally are not reduced when circumstances cause a reduction in income from the investment.

Our real estate development activities are subject to risks particular to development.

Although we have
significantly reduced our development activities, we may still pursue select opportunities and have previously started developments that are currently in various stages of completion. These development activities generally require various government
and other approvals, which we may not receive. In addition, we also are subject to the following risks associated with development activities:



| |  |  | Unsuccessful development opportunities could result in direct expenses to us;
| | - |  | -----------------------------------------------------------------------------



| |  |  | Construction costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or possibly unprofitable;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Time required to complete the construction of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting
our cash flow and liquidity;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Our ability to dispose of properties developed with the intent to sell or other properties we identify for sale in our capital recycling program could be impacted
by the ability of prospective buyers to obtain financing given the current state of the credit markets; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Favorable sources to fund our development activities may not be available.
| | - |  | --------------------------------------------------------------------------

We may be unsuccessful in operating completed real estate projects.

We face the risk that the real estate projects
we develop or acquire will not perform in accordance with our expectations. This risk exists because of factors such as the following:



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| |  |  | Prices paid for acquired facilities are based upon a series of market judgments; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Costs of any improvements required to bring an acquired facility up to standards to establish the market position intended for that facility might exceed budgeted
costs.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Further, we can give no assurance that acquisition targets meeting our guidelines for quality and yield will be available, should
we seek them.

We are exposed to the risks of defaults by tenants.

Any of our tenants may experience a downturn in their businesses that may weaken their financial condition. Additionally, the recent disruption in the credit markets and the U.S. economy generally may lead to
additional financial difficulties and workforce reductions among our tenants. In the event of default or the insolvency of a significant number of our tenants, we may experience a substantial loss of rental revenue and/or delays in collecting rent
and incur substantial costs in enforcing our rights as landlord. If a tenant files for bankruptcy protection, a court could allow the tenant to reject and terminate its lease with us. Our income and distributable cash flow would be adversely
affected if a significant number of our tenants became unable to meet their obligations to us, became insolvent or declared bankruptcy.

We may be
unable to renew leases or relet space.

When our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space.
Even if our tenants do renew or we are able to relet the space, the terms of renewal or reletting (including the cost of renovations, if necessary) may be less favorable than current lease terms. These risks may be further intensified as the result
of the disruption in the U.S. economy. If we are unable to promptly renew the leases or relet the space, or if the rental rates upon such renewal or reletting are significantly lower than current rates, then our income and distributable cash flow
would be adversely affected, especially if we were unable to lease a significant amount of the space vacated by tenants in our properties.

Our
insurance coverage on our properties may be inadequate.

We maintain comprehensive insurance on each of our facilities, including property, liability,
fire, flood and extended coverage. We believe this coverage is of the type and amount customarily obtained for real property. However, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods
or acts of war or terrorism that may be uninsurable or not economically insurable. We use our discretion when determining amounts, coverage limits and deductibles for insurance. These terms are determined based on retaining an acceptable level of
risk at a reasonable cost. This may result in insurance coverage that in the event of a substantial loss would not be sufficient to pay the full current market value or current replacement cost of our lost investment. Inflation, changes in building
codes and ordinances, environmental considerations and other factors also may make it unfeasible to use insurance proceeds to replace a facility after it has been damaged or destroyed. Under such circumstances, the insurance proceeds we receive may
not be adequate to restore our economic position in a property. If an insured loss occurred, we could lose both our investment in and anticipated profits and cash flow from a property, and we would continue to be obligated on any mortgage
indebtedness or other obligations related to the property. Although we believe our insurance is with highly rated providers, we are also subject to the risk that such providers may be unwilling or unable to pay our claims when made.

Acquired properties may expose us to unknown liability.

From time
to time, we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those
properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow. Unknown liabilities with respect to acquired properties might include:



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| |  |  | liabilities for clean-up of undisclosed environmental contamination;
| | - |  | --------------------------------------------------------------------



| |  |  | claims by tenants, vendors or other persons against the former owners of the properties;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | liabilities incurred in the ordinary course of business; and
| | - |  | ------------------------------------------------------------



| |  |  | claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------

We could be exposed to significant environmental liabilities as a result of conditions of which we currently are not aware.

As an owner and operator of real property, we may be liable under various federal, state and local laws for the costs of removal or remediation of certain hazardous
substances released on or in our property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous substances. In addition, we could have greater difficulty in
selling real estate on which hazardous substances were present or in obtaining borrowings using such real estate as collateral. It is our general policy to have Phase I environmental audits performed for all of our properties and land by qualified
environmental consultants. These Phase I environmental audits have not revealed any environmental liability that would have a material adverse effect on our business. However, a Phase I environmental audit does not involve invasive procedures such
as soil sampling or ground water analysis, and we cannot be sure that the Phase I environmental audits did not fail to reveal a significant environmental liability or that a prior owner did not create a material environmental condition on our
properties or land which has not yet been discovered. We could also incur environmental liability as a result of future uses or conditions of such real estate or changes in applicable environmental laws.

Risks Related to Our Organization and Structure

If the
General Partner were to cease to qualify as a REIT, the General Partner and its shareholders would lose significant tax benefits.

The General Partner
intends to continue to operate so as to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the Code). Qualification as a REIT provides significant tax advantages to the General Partner and its shareholders. However,
in order for the General Partner to continue to qualify as a REIT, it must satisfy numerous requirements established under highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations.
Satisfaction of these requirements also depends on various factual circumstances not entirely within the General Partners control. The fact that the General Partner holds its assets through us further complicates the application of the REIT
requirements. Even a technical or inadvertent mistake could jeopardize the General Partners REIT status. Although the General Partner believes that it can continue to operate so as to qualify as a REIT, we cannot offer any assurance that it
will continue to do so or that legislation, new regulations, administrative interpretations or court decisions will not significantly change the qualification requirements or the federal income tax consequences of qualification. If the General
Partner were to fail to qualify as a REIT in any taxable year, it would have the following effects:



| |  |  | The General Partner would not be allowed a deduction for distributions to its shareholders and would be subject to federal income tax (including any applicable
alternative minimum tax) on its taxable income at regular corporate rates;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Unless the General Partner was entitled to relief under certain statutory provisions, it would be disqualified from treatment as a REIT for the four taxable years
following the year during which it ceased to qualify as a REIT;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The General Partners and our net earnings available for investment or distribution would decrease due to the additional tax liability for the year or years
involved; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | The General Partner would no longer be required to make any distributions to shareholders in order to qualify as a REIT.
| | - |  | ------------------------------------------------------------------------------------------------------------------------

As such, the General Partners failure to qualify as a REIT would likely have a significant adverse effect on the value of the General Partners securities
and, consequently, the Partnerships Units.

REIT distribution requirements limit the amount of cash we have available for other business purposes,
including amounts that we need to fund our future capital needs.

To maintain its qualification as a REIT under the Code, the General Partner must
annually distribute to its shareholders at least 90% of its ordinary taxable income, excluding net capital gains. The General Partner intends to continue to make distributions to its shareholders to comply with the 90% distribution requirement.
However, this requirement limits the General Partners and our ability to accumulate capital for use for other business purposes. If the General Partner does not have sufficient cash or other liquid assets to meet the distribution requirements,
it may have to borrow funds or sell properties on adverse terms in order to meet the distribution requirements. If the General Partner fails to make a required distribution, it would cease to qualify as a REIT.

U.S. federal income tax developments could affect the desirability of investing in the General Partner for individual taxpayers.

In May 2003, federal legislation was enacted that reduced the maximum tax rate for dividends payable to individual taxpayers generally from 38.6% to 15% (from
January 1, 2003 through 2008). However, dividends payable by REITs are not eligible for this treatment, except in limited circumstances. Although this legislation did not have a direct adverse effect on the taxation of REITs or dividends paid
by REITs, the more favorable treatment for non-REIT dividends could cause individual investors to consider investments in non-REIT corporations as more attractive relative to an investment in the General Partner as a REIT.

U.S. federal income tax treatment of REITs and investments in REITs may change, which may result in the loss of the General Partners tax benefits of operating
as a REIT.

The present U.S. federal income tax treatment of a REIT and an investment in a REIT may be modified by legislative, judicial or
administrative action at any time. Revisions in U.S. federal income tax laws and interpretations of these laws could adversely affect us and the General Partner and the tax consequences of an investment in the General Partners common shares.

We are subject to certain provisions that could discourage change-of-control transactions, which may reduce the likelihood of the General
Partners shareholders receiving a control premium for their shares.

Indiana anti-takeover legislation and certain provisions in our governing
documents, as we discuss below, may discourage potential acquirers from pursuing a change-of-control transaction with us. As a result, the General Partners shareholders may be less likely to receive a control premium for their shares.

Unissued Preferred Stock. The General Partners charter permits its board of directors to classify unissued preferred stock by setting
the rights and preferences of the shares at the time of issuance. This power enables the General Partners board to adopt a shareholder rights plan, also known as a poison pill. Although the General Partner has repealed its previously existing
poison pill and its current board of directors has adopted a policy not to issue preferred stock as an anti-takeover measure, the General Partners board can change this policy at any time. The adoption of a poison pill would discourage a
potential bidder from acquiring a significant position in the General Partner without the approval of its board.



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Business-Combination Provisions of Indiana Law. The General Partner has not opted out of the
business-combination provisions of the Indiana Business Corporation Law. As a result, potential bidders may have to negotiate with the General Partners board of directors before acquiring 10% of its stock. Without securing board approval of
the proposed business combination before crossing the 10% ownership threshold, a bidder would not be permitted to complete a business combination for five years after becoming a 10% shareholder. Even after the five-year period, a business
combination with the significant shareholder would require a fair price as defined in the Indiana Business Corporation Law or the approval of a majority of the disinterested shareholders.

Control-Share-Acquisition Provisions of Indiana Law. The General Partner has not opted out of the provisions of the Indiana Business Corporation Law
regarding acquisitions of control shares. Therefore, those who acquire a significant block (at least 20%) of the General Partners shares may only vote a portion of their shares unless its other shareholders vote to accord full voting rights to
the acquiring person. Moreover, if the other shareholders vote to give full voting rights with respect to the control shares and the acquiring person has acquired a majority of the General Partners outstanding shares, the other shareholders
would be entitled to special dissenters rights.

Supermajority Voting Provisions. The General Partners charter prohibits business
combinations or significant disposition transactions with a holder of 10% of its shares unless:



| |  |  | The holders of 80% of the General Partners outstanding shares of capital stock approve the transaction;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | The transaction has been approved by three-fourths of those directors who served on the General Partners board before the shareholder became a 10% owner; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The significant shareholder complies with the fair price provisions of the General Partners charter.
| | - |  | -------------------------------------------------------------------------------------------------------

Among the transactions with large shareholders requiring the supermajority shareholder approval are dispositions of assets with a value greater than or equal to
$1,000,000 and business combinations.

Partnership Provisions. The limited partnership agreement of the Partnership contains provisions that
could discourage change-of-control transactions, including a requirement that holders of at least 90% of the Common Units approve:



| |  |  | Any voluntary sale, exchange, merger, consolidation or other disposition of all or substantially all of the assets of the Partnership in one or more transactions
other than a disposition occurring upon a financing or refinancing of the Partnership;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The General Partners merger, consolidation or other business combination with another entity unless after the transaction substantially all of the assets of
the surviving entity are contributed to the Partnership in exchange for units;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The General Partners transfer of its interests in the Partnership other than to one of its wholly owned subsidiaries; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | Any reclassification or recapitalization or change of outstanding shares of the General Partners common stock other than certain changes in par value, stock
splits, stock dividends or combinations.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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We are dependent on key personnel.

The General Partners executive officers and other senior officers have a significant role in the success of the Partnership. Our ability to retain our management group or to attract suitable replacements should
any members of the management group leave the General Partner is dependent on the competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability could adversely impact
our financial condition and cash flow. Further, such a loss could be negatively perceived in the capital markets.

Item 1B.  
Unresolved Staff Comments

The Partnership has no unresolved comments with the SEC staff regarding its periodic or current
reports under the Exchange Act.

Item 2.  Properties

Product Review

As of December 31, 2008, we own
interests in a diversified portfolio of 738 commercial properties encompassing approximately 128.6 million net rentable square feet (including nine properties comprising more than 1.4 million square feet under development and excluding all
properties developed with the intent to sell) and more than 7,200 acres of land for future development.

Industrial
Properties: We own interests in 421 industrial properties encompassing approximately 92.1 million square feet (72% of total square feet) more specifically described as follows:

| |  |  | Bulk Warehouses Industrial warehouse/distribution buildings with clear ceiling heights of 20 feet or more. We own 369 buildings totaling approximately
88.7 million square feet of such properties.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Service Center Properties  Also known as flex buildings or light industrial, this product type has 12-18 foot clear ceiling heights and a combination
of drive-up and dock-height loading access. We own 52 buildings totaling more than 3.4 million square feet of such properties.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Office Properties: We own interests in 295 office buildings totaling more than 34.2 million square feet (26% of total square feet). These properties include primarily suburban office properties.

Other Properties: We own interests in 22 healthcare and retail buildings totaling more than 2.2 million square feet (2%
of total square feet).

Land: We own or control more than 7,200 acres of land located primarily in existing business parks.
The land is ready for immediate use and is primarily unencumbered by debt. More than 107 million square feet of additional space can be developed on these sites and substantially all of the land is zoned for either office, industrial,
healthcare or retail development.

Property Descriptions

The following schedule represents the geographic highlights of properties in our primary markets.



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##### Table of Contents

Duke Realty Limited Partnership

Geographic Highlights

In Service Properties as of December 31, 2008



|                |  |                 |  |                             |                |  |                                   |  |             |  |                   |  |   |             |  |  |         | 
|--------------- |  | --------------- |  | --------------------------- | -------------- |  | --------------------------------- |  | ----------- |  | ----------------- |  | - | ----------- |  |  | ------- | 
|                |  | Square Feet (1) |  | Annual NetEffectiveRent (2) |                |  | Percent ofAnnual NetEffectiveRent | 
|                |  | Industrial      |  |                             | SuburbanOffice |  | Other                             |  | Overall     |  | Percent ofOverall |  |  
|Primary Market  |  |                 |  |                             |                |  |                                   |  |             |  |                   |  |   |             |  |  |         | 
|                |  |                 |  |                             |                |  |                                  
|Indianapolis    |  | 20,155,574      |  |                             | 3,160,668      |  | 407,902                           |  | 23,724,144  |  | 18.66%            |  | $ | 92,407,592  |  |  | 13.78%  | 
|Cincinnati      |  | 10,917,647      |  |                             | 4,787,331      |  | 625,862                           |  | 16,330,840  |  | 12.86%            |  |   | 81,293,746  |  |  | 12.13%  | 
|Atlanta         |  | 8,791,723       |  |                             | 4,087,493      |  | 389,659                           |  | 13,268,875  |  | 10.44%            |  |   | 76,691,717  |  |  | 11.44%  | 
|St. Louis       |  | 3,937,328       |  |                             | 3,311,455      |  | -                                 |  | 7,248,783   |  | 5.70%             |  |   | 56,973,658  |  |  | 8.50%   | 
|Chicago         |  | 5,984,700       |  |                             | 2,936,240      |  | 73,255                            |  | 8,994,195   |  | 7.07%             |  |   | 56,651,940  |  |  | 8.45%   | 
|Raleigh         |  | 2,101,449       |  |                             | 3,058,935      |  | -                                 |  | 5,160,384   |  | 4.06%             |  |   | 51,033,241  |  |  | 7.61%   | 
|Columbus        |  | 4,703,880       |  |                             | 3,249,298      |  | 73,433                            |  | 8,026,611   |  | 6.31%             |  |   | 49,695,922  |  |  | 7.41%   | 
|Central Florida |  | 4,268,901       |  |                             | 1,701,657      |  | -                                 |  | 5,970,558   |  | 4.70%             |  |   | 35,629,497  |  |  | 5.32%   | 
|Nashville       |  | 3,118,718       |  |                             | 1,546,823      |  | 120,860                           |  | 4,786,401   |  | 3.76%             |  |   | 34,094,723  |  |  | 5.09%   | 
|Minneapolis     |  | 3,546,117       |  |                             | 1,046,620      |  | -                                 |  | 4,592,737   |  | 3.61%             |  |   | 30,103,152  |  |  | 4.49%   | 
|Dallas          |  | 13,459,360      |  |                             | 334,700        |  | -                                 |  | 13,794,060  |  | 10.85%            |  |   | 24,485,378  |  |  | 3.65%   | 
|Savannah        |  | 5,936,500       |  |                             | -              |  | -                                 |  | 5,936,500   |  | 4.67%             |  |   | 19,754,038  |  |  | 2.95%   | 
|Washington DC   |  | 736,882         |  |                             | 2,364,654      |  | -                                 |  | 3,101,536   |  | 2.44%             |  |   | 15,611,686  |  |  | 2.33%   | 
|South Florida   |  | -               |  |                             | 773,923        |  | -                                 |  | 773,923     |  | 0.61%             |  |   | 15,241,745  |  |  | 2.27%   | 
|Cleveland       |  | -               |  |                             | 1,324,367      |  | -                                 |  | 1,324,367   |  | 1.04%             |  |   | 13,679,360  |  |  | 2.04%   | 
|Houston         |  | 835,540         |  |                             | 159,175        |  | -                                 |  | 994,715     |  | 0.78%             |  |   | 5,903,354   |  |  | 0.88%   | 
|Phoenix         |  | 1,617,384       |  |                             | -              |  | -                                 |  | 1,617,384   |  | 1.27%             |  |   | 3,393,507   |  |  | 0.51%   | 
|Baltimore       |  | 462,070         |  |                             | -              |  | -                                 |  | 462,070     |  | 0.36%             |  |   | 2,661,358   |  |  | 0.40%   | 
|Norfolk         |  | 466,000         |  |                             | -              |  | -                                 |  | 466,000     |  | 0.37%             |  |   | 2,290,177   |  |  | 0.34%   | 
|Other (3)       |  | 556,139         |  |                             | -              |  | -                                 |  | 556,139     |  | 0.44%             |  |   | 2,717,914   |  |  | 0.41%   | 
|                |  |                 |  |                             |                | 
|Total           |  | 91,595,912      |  |                             | 33,843,339     |  | 1,690,971                         |  | 127,130,222 |  | 100.00%           |  | $ | 670,313,705 |  |  | 100.00% | 
|                |  |                 |  |                             |                | 
|                |  | 72.05%          |  |                             | 26.62%         |  | 1.33%                             |  | 100.00%     |  |                   |  |   |             |  |  |         | 
|                |  |                 |  |                             |                |  |                                   |  |             |  |                   |  |   |             | 
|                |  |                
|                |  | Occupancy %     |  |                             |               
|                |  | Industrial      |  |                             | SuburbanOffice |  | Other                             |  | Overall     | 
|Primary Market  |  |                 |  |                             |                |  |                                   |  |             | 
|Indianapolis    |  | 97.62%          |  |                             | 93.19%         |  | 90.18%                            |  | 96.90%      | 
|Cincinnati      |  | 89.20%          |  |                             | 87.19%         |  | 97.53%                            |  | 88.93%      | 
|Atlanta         |  | 86.22%          |  |                             | 88.81%         |  | 93.76%                            |  | 87.24%      | 
|St. Louis       |  | 90.20%          |  |                             | 90.52%         |  | -                                 |  | 90.35%      | 
|Chicago         |  | 89.60%          |  |                             | 82.49%         |  | 92.34%                            |  | 87.30%      | 
|Raleigh         |  | 99.04%          |  |                             | 93.73%         |  | -                                 |  | 95.89%      | 
|Columbus        |  | 100.00%         |  |                             | 93.12%         |  | 95.85%                            |  | 97.18%      | 
|Central Florida |  | 92.15%          |  |                             | 82.26%         |  | -                                 |  | 89.33%      | 
|Nashville       |  | 89.59%          |  |                             | 87.86%         |  | 54.46%                            |  | 88.14%      | 
|Minneapolis     |  | 95.20%          |  |                             | 75.67%         |  | -                                 |  | 90.75%      | 
|Dallas          |  | 73.02%          |  |                             | 45.41%         |  | -                                 |  | 72.35%      | 
|Savannah        |  | 100.00%         |  |                             | -              |  | -                                 |  | 100.00%     | 
|Washington DC   |  | 95.92%          |  |                             | 88.84%         |  | -                                 |  | 90.52%      | 
|South Florida   |  | -               |  |                             | 93.15%         |  | -                                 |  | 93.15%      | 
|Cleveland       |  | -               |  |                             | 77.73%         |  | -                                 |  | 77.73%      | 
|Houston         |  | 68.79%          |  |                             | 84.13%         |  | -                                 |  | 71.25%      | 
|Phoenix         |  | 69.13%          |  |                             | -              |  | -                                 |  | 69.13%      | 
|Baltimore       |  | 100.00%         |  |                             | -              |  | -                                 |  | 100.00%     | 
|Norfolk         |  | 100.00%         |  |                             | -              |  | -                                 |  | 100.00%     | 
|Other           |  | 100.00%         |  |                             | -              |  | -                                 |  | 100.00%     | 
|                |  |                 | 
|Total           |  | 90.01%          |  |                             | 87.91%         |  | 91.51%                            |  | 89.47%      | 
|                |  |                 |  |                             |                |  |                                   |  |             |  |                  



|(1) | Includes all wholly owned and joint venture projects shown at 100% as of report date.
|--- | -------------------------------------------------------------------------------------



|(2) | Represents the average annual rental property revenue due from tenants in occupancy as of the date of this report, excluding additional rent due as operating expense reimbursements,
landlord allowances for operating expenses and percentage rents. Joint Venture properties are shown at the Partnerships ownership percentage.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Represents properties not located in the Partnerships primary markets. These properties are located in similar midwest or southeast markets.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

Note: Excludes buildings that are in the held for sale portfolio.



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##### Table of Contents

Item 3.  Legal Proceedings

We are not subject to any material pending legal proceedings, other than routine litigation arising in the ordinary course of business. Our management expects that these
ordinary routine legal proceedings will be covered by insurance and does not expect these legal proceedings to have a material adverse effect on our financial condition, results of operations, or liquidity.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders of the General Partner during the quarter ended December 31, 2008.

PART II

Item 5.  Market for the Registrants
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There is no established trading market for the Common Units. The
following table sets forth the cash distributions paid during each quarter. As of February 27, 2009, there were 271 record holders of Common Units.



|              |  |                                   |      |                                   |   |     
|------------- |  | --------------------------------- | ---- | --------------------------------- | - | ----
|Quarter Ended |  | 2008 DistributionsPer Common Unit |      | 2007 DistributionsPer Common
Unit
|              |  |                                  
|December 31   |  | $                                 | .485 |                                   | $ | .480
|September 30  |  |                                   | .485 |                                   |   | .480
|June 30       |  |                                   | .480 |                                   |   | .475
|March 31      |  |                                   | .480 |                                   |   | .475

On January 28, 2009, the General Partner declared a quarterly cash dividend of $.25 per Common Unit, payable
on February 27, 2009, to Common Unitholders of record on February 13, 2009.

Securities Authorized for Issuance Under Equity Compensation
Plans

The information required by this Item concerning securities authorized for issuance under the General Partners equity compensation plans
is set forth in or incorporated herein by reference to Part III, Item 12 of this Report.

Sales of Unregistered Securities

The General Partner did not sell any of its securities during the year ended December 31, 2008 that were not registered under the Securities Act.

Issuer Purchases of Equity Securities

From time to time, the
General Partner may repurchase its securities under a repurchase program that initially was approved by the General Partners board of directors and publicly announced in October 2001 (the Repurchase Program). In October 2008, the
General Partners board of directors adopted a resolution (the October 2008 resolution) that reaffirmed managements authority to repurchase common shares under the Repurchase Program and also amended the Repurchase Program to
permit the repurchase of outstanding series of preferred shares, as well as any outstanding series of debt securities. The October 2008 resolution also limited managements authority to repurchase a maximum of $75.0 million of common shares,
$75.0 million of debt securities and $25.0 million of preferred shares. The authority to repurchase such securities expires in October 2009. In December 2008, the board of directors granted management further authority, in addition to the previous
$75.0 million authorization, to repurchase any outstanding debt securities maturing through December 31, 2011. Under the Repurchase Program, the General Partner also



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##### Table of Contents

executes share repurchases on an ongoing basis associated with certain employee elections under its compensation and benefit programs.

There was no common share repurchase activity for any of the three months in the quarter ended December 31, 2008.

Item 6.  Selected Financial Data

The following sets forth selected financial and operating information on a historical basis for each of the years in the five-year period ended December 31, 2008. The following information should be read in conjunction with
Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations and Item 8, Financial Statements and Supplementary Data included in this Form 10-K (in thousands, except per unit
amounts):



|                                                                |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|--------------------------------------------------------------- |  | ---- | --------- | ---- | - | --------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                                                |  | 2008 |           | 2007 |   | 2006      |  | 2005 |           | 2004
|Results of Operations:                                          |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|Revenues:                                                       |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|Rental Operations from Continuing Operations                    |  | $    | 894,189   |      | $ | 852,089   |  | $    | 805,291   |      | $ | 647,397   |  | $ | 582,218  
|Service Operations from Continuing Operations                   |  |      | 101,898   |      |   | 99,358    |  |      | 90,125    |      |   | 81,941    |  |   | 70,803   
|                                                                |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|Total Revenues from Continuing Operations                       |  | $    | 996,087   |      | $ | 951,447   |  | $    | 895,416   |      | $ | 729,338   |  | $ | 653,021  
|                                                                |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|                                                                |  |      |           |      |  
|Income from Continuing Operations                               |  | $    | 98,965    |      | $ | 168,615   |  | $    | 160,901   |      | $ | 143,610   |  | $ | 142,000  
|                                                                |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|                                                                |  |      |           |      |  
|Net Income Available for Common Unitholders                     |  | $    | 60,201    |      | $ | 232,249   |  | $    | 159,799   |      | $ | 339,239   |  | $ | 167,212  
|                                                                |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|                                                                |  |      |           |      |  
|Per Unit Data:                                                  |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|Basic income per Common Unit:                                   |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|Continuing operations                                           |  | $    | 0.27      |      | $ | 0.72      |  | $    | 0.69      |      | $ | 0.63      |  | $ | 0.68     
|Discontinued operations                                         |  |      | 0.12      |      |   | 0.84      |  |      | 0.39      |      |   | 1.56      |  |   | 0.40     
|Diluted income per Common Unit:                                 |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|Continuing operations                                           |  |      | 0.27      |      |   | 0.71      |  |      | 0.68      |      |   | 0.62      |  |   | 0.67     
|Discontinued operations                                         |  |      | 0.12      |      |   | 0.84      |  |      | 0.39      |      |   | 1.56      |  |   | 0.40     
|Distributions paid per Common Unit                              |  |      | 1.93      |      |   | 1.91      |  |      | 1.89      |      |   | 1.87      |  |   | 1.85     
|Distributions paid per Common Unit  special                    |  |      | -         |      |   | -         |  |      | -         |      |   | 1.05      |  |   | -        
|Weighted average Common Units outstanding                       |  |      | 154,534   |      |   | 148,459   |  |      | 148,069   |      |   | 155,059   |  |   | 155,281  
|Weighted average Common Units and potential dilutive securities |  |      | 155,041   |      |   | 149,614   |  |      | 149,393   |      |   | 155,877   |  |   | 157,062  
|                                                                |  |      |           |      |  
|                                                                |  | 2008 |           | 2007 |   | 2006      |  | 2005 |           | 2004
|Balance Sheet Data (at December 31):                            |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|Total Assets                                                    |  | $    | 7,690,442 |      | $ | 7,660,651 |  | $    | 7,238,204 |      | $ | 5,646,687 |  | $ | 5,894,644
|Total Debt                                                      |  |      | 4,298,478 |      |   | 4,316,460 |  |      | 4,109,154 |      |   | 2,600,651 |  |   | 2,518,704
|Total Preferred Equity                                          |  |      | 1,016,625 |      |   | 744,000   |  |      | 876,250   |      |   | 657,250   |  |   | 657,250  
|Total Partners Equity                                          |  |      | 2,874,322 |      |   | 2,830,897 |  |      | 2,659,243 |      |   | 2,635,244 |  |   | 3,021,128
|Total Common Units Outstanding                                  |  |      | 155,199   |      |   | 154,055   |  |      | 146,328   |      |   | 148,095   |  |   | 156,490  
|Other Data:                                                     |  |      |           |      |   |           |  |      |           |      |   |           |  |   |          
|Funds From Operations (1)                                       |  | $    | 395,401   |      | $ | 409,415   |  | $    | 371,570   |      | $ | 374,310   |  | $ | 388,185  

(1) Funds From Operations (FFO) is used by industry analysts and investors as a supplemental operating
performance measure of an equity real estate investment trust (REIT) like our General Partner. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate
Investment Trusts (NAREIT). NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from net income determined in accordance with United States generally
accepted accounting principles (GAAP). FFO is a non-GAAP financial measure. The most comparable GAAP measure is net income (loss). FFO should not be considered as a substitute for net income or any other measures derived in accordance
with GAAP and may not be comparable to other similarly titled measures of other companies.

Historical cost accounting for real estate assets in accordance
with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors have considered the
presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. FFO, as defined by NAREIT, represents GAAP net income (loss), excluding extraordinary items as defined under GAAP and
gains or losses from sales of previously depreciated real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures.

Management believes that the use of FFO, combined with the required primary GAAP presentations, improves the understanding of operating results of REITs
among the investing public and makes comparisons of REIT operating results more meaningful. Management believes FFO is a useful measure for reviewing comparative operating and financial performance (although FFO should be reviewed in conjunction
with net income which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated real estate assets and excluding real estate asset depreciation and amortization, FFO provides a useful
comparison of the operating performance of our real estate between periods or as compared to different companies.

See reconciliation of FFO to GAAP net
income under the caption Year in Review under item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations.



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##### Table of Contents

Item 7.  Managements Discussion and Analysis of Financial Condition and
Results of Operations

Business Overview

As of December 31, 2008, we:

| |  |  | Owned or jointly controlled 738 industrial, office, healthcare and retail properties (including properties under development and excluding all properties developed
with the intent to sell), consisting of approximately 128.6 million square feet; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Owned or jointly controlled more than 7,200 acres of land with an estimated future development potential of more than 107 million square feet of industrial,
office, healthcare and retail properties.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| |  |  | Property leasing;
| | - |  | -----------------

| |  |  | Property management;
| | - |  | --------------------

| |  |  | Asset management;
| | - |  | -----------------

| |  |  | Construction;
| | - |  | -------------

| |  |  | Development; and
| | - |  | ----------------

| |  |  | Other tenant-related services.
| | - |  | ------------------------------

We also develop or
acquire properties with the intent to sell (hereafter referred to as Build-for-Sale properties). Build-for-Sale properties represent properties where our investment strategy results in a decision to sell the property within a relatively
short time after it is placed in service. Build-for-Sale properties are generally identified as such prior to construction commencement and may either be sold or contributed to an unconsolidated entity in which we have an ownership interest or sold
outright to third parties.

Financial Strategy

Our financial strategy is to actively manage the components of our capital structure and maintain investment grade ratings for our unsecured notes from our credit rating agencies. Additionally, to the extent that market conditions permit,
we employ a capital recycling program that utilizes sales of operating real estate assets that no longer fit our strategies to generate proceeds that can be recycled into new properties that better fit our current and long-term strategies.

We also seek to maintain a balanced and flexible capital structure by: (i) extending and sequencing the maturity dates of our outstanding debt
obligations; (ii) borrowing primarily at fixed rates by targeting a variable rate component of total debt less than 20%; (iii) pursuing current and future long-term debt financings; (iv) maintaining fixed charge coverage and other
ratios at levels required to maintain investment grade ratings for our unsecured notes; (v) generating proceeds from the sale of non-strategic properties and (vi) issuing perpetual preferred equity for 5-10% of our total capital structure.
However, given the current state of the economy and capital markets, our near term focus is on improving liquidity through capital preservation by substantially decreasing acquisitions and development, diligently managing our overhead expenses,
reducing distributions and actively seeking new sources of capital, including secured indebtedness, to refinance and extend our debt maturities. In order to strengthen our capital structure we intend to repurchase unsecured debt, on the open market,
when favorable pricing is available. By focusing on strengthening our balance sheet, we expect to be well-positioned for future growth as the economy improves.

Operational Objectives

Our primary operational objective is to maximize Funds From Operations (FFO) by
(i) maintaining and increasing property occupancy and rental rates through the management of our portfolio of existing properties; (ii) selectively developing and acquiring new properties for rental operations in our existing markets when



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##### Table of Contents

economic conditions improve; (iii) using our construction expertise to act as a general contractor or construction manager in our existing markets and
other domestic markets on a fee basis; and (iv) providing a full line of real estate services to our tenants and to third parties.

Year in
Review

Notwithstanding the overall state of the economy, we were still able to execute several significant transactions throughout the year as
discussed below. However, due to the volatile state of the credit markets, we were forced to limit our development activities. While the curtailment of development activities, in the short-term, will allow us to preserve additional capital, it will
also result in a short-term decrease in the rate of revenue growth, and proceeds from dispositions of Build-for-Sale properties, from what has been achieved historically.

Net income available for common unitholders for the year ended December 31, 2008, was $60.2 million, or $.39 per unit (diluted), compared to net income of $232.2 million, or $1.55 per unit (diluted) for the year
ended 2007. The decrease in net income available for common unitholders was driven largely by significant held-for-rental property sales that took place during 2007 as part of our capital recycling program. Access to credit by potential buyers was
limited during 2008; therefore, we were not able to continue our capital recycling program in 2008 at the levels we achieved in 2007. FFO available to common unitholders totaled $395.4 million for the year ended December 31, 2008, compared to
$409.4 million for the same period in 2007. Industry analysts and investors use FFO as a supplemental operating performance measure of an equity real estate investment trust (REIT) like our General Partner. FFO is calculated in
accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT). FFO, as defined by NAREIT, represents net income (loss) determined in accordance with United
States generally accepted accounting principles (GAAP), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated real estate assets, plus certain non-cash items such as real estate
asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures.

Historical cost accounting for real
estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and
investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental measure of REIT operating performance that
excludes historical cost depreciation, among other items, from GAAP net income. Management believes that the use of FFO, combined with the required primary GAAP presentations, improves the understanding of operating results of REITs among the
investing public and makes comparisons of REIT operating results more meaningful. Management believes FFO is a useful measure for reviewing comparative operating results and financial performance (although FFO should be reviewed in conjunction with
net income which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated real estate assets and excluding real estate asset depreciation and amortization, FFO provides a useful
comparison of the operating performance of our real estate between periods or as compared to different companies.

The following table summarizes the
calculation of FFO for the years ended December 31, 2008, 2007 and 2006, respectively (in thousands):



|                                                                 |  |      |          |      |   |           |  |   |         
|---------------------------------------------------------------- |  | ---- | -------- | ---- | - | --------- |  | - | --------
|                                                                 |  | 2008 |          | 2007 |   | 2006     
|Net income available for common unitholders                      |  | $    | 60,201   |      | $ | 232,249   |  | $ | 159,799 
|Adjustments:                                                     |  |      |          |      |   |           |  |   |         
|Depreciation and amortization                                    |  |      | 314,952  |      |   | 277,691   |  |   | 254,268 
|Partnership share of joint venture depreciationand amortization  |  |      | 37,704   |      |   | 26,791    |  |   | 18,394  
|Earnings from depreciable property sales wholly owned           |  |      | (16,961) |      |   | (121,072) |  |   | (42,089)
|Earnings from depreciable property sales share of joint venture |  |      | (495)    |      |   | (6,244)   |  |   | (18,802)
|                                                                 |  |      |          |      |   |           |  |   |         
|Funds From Operations                                            |  | $    | 395,401  |      | $ | 409,415   |  | $ | 371,570 
|                                                                 |  |      |          |      |   |           |  |   |         



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##### Table of Contents

During 2008, we continued to execute within our core areas of competency, while making adjustments due to the general
disruption in the U.S. economy. Highlights of our operating activities are as follows:



| |  |  | In December 2008, we sold 16 acres of land in Alexandria, VA, to the United States government for the development of an administrative office complex for the U.S.
Department of the Army. The land sale, for $105.1 million, is part of an overall $953.1 million development and construction agreement with the U.S. Army Corps of Engineers that implements the 2005 Base Realignment and Closure Commission (the
BRAC Construction Contract) and will continue through 2011. The development will consist of facilities containing more than 1.7 million square feet, and includes two multi-story office towers, two parking garages and a public
transportation center. The total anticipated profit on the overall agreement will be recognized over the course of the contract using the percentage of completion method of accounting.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During 2008, we sold seven newly developed properties to unconsolidated joint ventures from which we received $251.6 million of sales and financing proceeds and
recognized pre-tax gains on sale of $23.3 million. We also sold seven Build-for-Sale properties to third parties for $120.5 million of gross proceeds and recognized pre-tax gains on sale of $18.8 million.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We disposed of eight wholly owned held-for-rental properties for $79.4 million of gross proceeds and also generated $47.4 million of gross proceeds, excluding the
government contract described above, from the divestiture of non-strategic land parcels.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The current state of the economy has limited our ability to access debt and equity capital markets. Managements priorities with regard to uses of capital for
development of new properties, therefore, have been re-evaluated and new wholly owned development commitments have been significantly curtailed. As such, the total cost of our wholly owned properties under construction totaled $372.6 million at
December 31, 2008 with $142.5 million of such costs having been incurred through that date. Our total cost for joint venture properties under construction was $356.6 million at December 31, 2008 with $189.6 million of costs incurred
through that date.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The occupancy level for our in-service held-for-rental portfolio (including joint venture properties) decreased from 92.1% at December 31, 2007 to 89.5% at
December 31, 2008. The decrease was primarily the result of developments which were not fully leased being placed in service during 2008. However, occupancy of this portfolio did improve over the last two quarters of the year as we experienced
positive net leasing absorption for the year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We engaged in a number of financing activities during 2008 to adapt to, as well as to
capitalize on, opportunities provided by the volatility in the credit markets. Highlights of our key financing activities in 2008 are as follows:



| |  |  | In January 2008, we repaid $125.0 million of senior unsecured notes with an effective interest rate of 3.36% on their scheduled maturity date.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In February 2008, the General Partner issued $300.0 million of 8.375% Series O Cumulative Redeemable Preferred Shares.
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | In May 2008, we repaid $100.0 million of senior unsecured notes with an effective interest rate of 6.76% on their scheduled maturity date.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In May 2008, we issued $325.0 million of 6.25% senior unsecured notes due in May 2013. After including the effect of forward starting swaps, which were designated
as cash flow hedges for this offering, the effective interest rate is 7.36%.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | During the fourth quarter of 2008, the General Partner opportunistically repurchased its preferred shares on the open market in order to take advantage of
significant trading discounts. In total, the General Partner repurchased preferred shares having a redemption value of approximately $27.4 million for $12.4 million, which resulted in an approximate $14.0 million gain on repurchase after considering
the charge-off of offering costs from those shares. We then repurchased corresponding Preferred Units held by the General Partner at the same price at which it repurchased its shares on the open market.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During the fourth quarter of 2008, we also repurchased certain of our outstanding series of unsecured notes maturing in 2009 and 2010 on the open market. We
repurchased unsecured notes that had a face value of approximately $38.5 million, for approximately $36.5 million, and recognized a gain on extinguishment of these notes of approximately $2.0 million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In order to strengthen our liquidity position going forward and to preserve cash for future debt maturities, the General Partners board of directors resolved
in January 2009 to reduce our annual distribution from $1.94 per Common Unit to $1.00 per Common Unit. When considering Common Units outstanding as of December 31, 2008, this distribution reduction will generate $145.2 million in additional
available cash annually, when compared to an annual distribution of $1.94 per share.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Key Performance Indicators

Our operating results depend primarily upon rental income from our industrial, office, healthcare and retail properties (Rental
Operations). The following discussion highlights the areas of Rental Operations that we consider critical drivers of future revenues. All square footage totals and occupancy percentages reflect both wholly owned and joint venture properties.

Occupancy Analysis: As discussed above, our ability to maintain high occupancy rates is a principal driver of maintaining and increasing
rental revenue from continuing operations. The following table sets forth occupancy information regarding our in-service portfolio of rental properties (including rental properties of unconsolidated joint ventures but excluding all in-service
Build-for-Sale properties) as of December 31, 2008 and 2007, respectively (in thousands, except percentage data):



|           |  |                  |  |                             |  |       |                  |  |       |   |  |      |   |  |      |  
|---------- |  | ---------------- |  | --------------------------- |  | ----- | ---------------- |  | ----- | - |  | ---- | - |  | ---- | -
|           |  | TotalSquare Feet |  | Percent ofTotal Square Feet |  |       | Percent Occupied | 
|Type       |  | 2008             |  | 2007                        |  | 2008  |                  |  | 2007  |   |  | 2008 |   |  | 2007 |  
|Industrial |  | 91,596           |  | 78,456                      |  | 72.1  | %                |  | 69.8  | % |  | 90.0 | % |  | 93.0 | %
|Office     |  | 33,843           |  | 32,482                      |  | 26.6  | %                |  | 28.9  | % |  | 87.9 | % |  | 89.9 | %
|Other      |  | 1,691            |  | 1,414                       |  | 1.3   | %                |  | 1.3   | % |  | 91.5 | % |  | 92.5 | %
|           |  |                  |  |                             |  |       |                  |  |       |   |  |      |   |  |      |  
|Total      |  | 127,130          |  | 112,352                     |  | 100.0 | %                |  | 100.0 | % |  | 89.5 | % |  | 92.1 | %
|           |  |                  |  |                             |  |       |                  |  |       |   |  |      |   |  |      |  

The decrease in occupancy at December 31, 2008, as compared to December 31, 2007, is primarily the
result of developments which were not fully leased being placed in service during 2008. Certain of these developments were built with the intention to sell shortly after completion but, due to economic conditions, were not sold and are being held as
rental properties for the foreseeable future. Our ongoing ability to maintain favorable occupancy levels may be adversely affected by the impact of workforce reductions triggered by the current economic downturn on current and prospective tenants
and such a reduction in the level of occupancy may have an adverse impact on revenues from rental operations. There are no significant differences in occupancy between wholly owned properties and properties held by unconsolidated subsidiaries.

Lease Expiration and Renewals: Our ability to maintain and improve occupancy rates primarily depends upon our continuing ability to re-lease
expiring space. The following table reflects our in-service portfolio lease expiration schedule by property type as of December 31, 2008. The table indicates square footage and annualized net effective rents (based on December 2008 rental
revenue) under expiring leases (in thousands, except percentage data):



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|                            |  |                 |   |  |                  |         |             |     |       |            |        |   |                  |   |            |  |        |                  |  |            |         |  |                  |   |  |   |       
|--------------------------- |  | --------------- | - |  | ---------------- | ------- | ----------- | --- | ----- | ---------- | ------ | - | ---------------- | - | ---------- |  | ------ | ---------------- |  | ---------- | ------- |  | ---------------- | - |  | - | ------
|                            |  | Total Portfolio |   |  | Industrial       |         | Office      |     | Other
|Year of Expiration          |  | SquareFeet      |   |  | Ann. RentRevenue |         | % ofRevenue |     |       | SquareFeet |        |   | Ann. RentRevenue |   | SquareFeet |  |        | Ann. RentRevenue |  | SquareFeet |         |  | Ann. RentRevenue
|2009                        |  | 11,842          |   |  | $                | 75,705  |             | 10  | %     |            | 8,702  |   |                  | $ | 34,063     |  | 3,076  |                  |  | $          | 40,975  |  | 64               |   |  | $ | 667   
|2010                        |  | 14,066          |   |  |                  | 95,747  |             | 12  | %     |            | 10,222 |   |                  |   | 43,795     |  | 3,831  |                  |  |            | 51,765  |  | 13               |   |  |   | 187   
|2011                        |  | 16,219          |   |  |                  | 95,831  |             | 12  | %     |            | 12,593 |   |                  |   | 47,246     |  | 3,556  |                  |  |            | 47,410  |  | 70               |   |  |   | 1,175 
|2012                        |  | 12,062          |   |  |                  | 82,274  |             | 11  | %     |            | 8,511  |   |                  |   | 33,122     |  | 3,503  |                  |  |            | 48,278  |  | 48               |   |  |   | 874   
|2013                        |  | 12,748          |   |  |                  | 103,662 |             | 13  | %     |            | 7,803  |   |                  |   | 32,167     |  | 4,887  |                  |  |            | 70,601  |  | 58               |   |  |   | 894   
|2014                        |  | 10,619          |   |  |                  | 65,503  |             | 8   | %     |            | 8,179  |   |                  |   | 29,888     |  | 2,404  |                  |  |            | 34,993  |  | 36               |   |  |   | 622   
|2015                        |  | 8,746           |   |  |                  | 66,137  |             | 9   | %     |            | 6,318  |   |                  |   | 25,237     |  | 2,427  |                  |  |            | 40,871  |  | 1                |   |  |   | 29    
|2016                        |  | 5,058           |   |  |                  | 33,825  |             | 4   | %     |            | 3,585  |   |                  |   | 12,285     |  | 1,262  |                  |  |            | 19,097  |  | 211              |   |  |   | 2,443 
|2017                        |  | 6,424           |   |  |                  | 44,010  |             | 6   | %     |            | 4,599  |   |                  |   | 18,145     |  | 1,562  |                  |  |            | 22,492  |  | 263              |   |  |   | 3,373 
|2018                        |  | 6,850           |   |  |                  | 48,979  |             | 6   | %     |            | 5,123  |   |                  |   | 22,542     |  | 1,222  |                  |  |            | 18,815  |  | 505              |   |  |   | 7,622 
|2019 and Thereafter         |  | 9,110           |   |  |                  | 66,216  |             | 9   | %     |            | 6,811  |   |                  |   | 30,251     |  | 2,021  |                  |  |            | 29,849  |  | 278              |   |  |   | 6,116 
|                            |  |                 |   |  |                  |         |             |     |       |            |        |   |                  |   |            |  |        |                  |  |            |         |  |                  |   |  |   |       
|                            |  | 113,744         |   |  | $                | 777,889 |             | 100 | %     |            | 82,446 |   |                  | $ | 328,741    |  | 29,751 |                  |  | $          | 425,146 |  | 1,547            |   |  | $ | 24,002
|                            |  |                 |   |  |                  |         |             |     |       |            |        |   |                  |   |            |  |        |                  |  |            |         |  |                  |   |  |   |       
|                            |  |                 |   |  |                  |         |             |     |      
|Total Portfolio Square Feet |  | 127,130         |   |  |                  |         |             |     |       |            | 91,596 |   |                  |   |            |  | 33,843 |                  |  |            |         |  | 1,691            |   |  |   |       
|                            |  |                 |   |  |                  |         |             |     |       |            |        |   |                  |   |            |  |        |                  |  |            |         |  |                  |   |  |   |       
|                            |  |                 |   |  |                  |         |             |     |      
|Percent Occupied            |  | 89.5            | % |  |                  |         |             |     |       |            | 90.0   | % |                  |   |            |  | 87.9   | %                |  |            |         |  | 91.5             | % |  |   |       
|                            |  |                 |   |  |                  |         |             |     |       |            |        |   |                  |   |            |  |        |                  |  |            |         |  |                  |   |  |   |       

Note: Includes all properties in unconsolidated joint ventures and excludes all Build-for-Sale properties.

We renewed 71.9% and 79.7% of our leases up for renewal totaling approximately 9.2 million and 9.8 million square feet in 2008 and 2007,
respectively. We attained 1.80% growth in net effective rents on these renewals during 2008. Excluding the effect of one significant 322,679 square foot early lease renewal in certain of our office properties, our growth in net effective rents for
2008 would have been 4.90%, which is more consistent with our 2007 growth in net effective rent rate upon renewal of 5.81%. Our lease renewal percentages over the past three years have remained relatively consistent at a 70-80% success rate. The
effects of current economic conditions upon our base of existing tenants may adversely affect our ability to continue to achieve this renewal rate.

Future Development:Another source of our earnings growth is our wholly owned and joint venture development activities. We expect to generate future earnings through income upon the sale of these development properties or from
Rental Operations income as the development properties are placed in service and leased. Considering the current state of the economy and the risks presented by constraints on our ability to access capital on favorable terms, if at all, we have
reduced the level of our wholly owned new development activities pending improvements in the economy and capital markets and are focused on the lease-up of recently completed and under development projects.

We had 4.0 million square feet of property under development with total estimated costs upon completion of $729.2 million at December 31, 2008, compared to
16.6 million square feet of property under development with total estimated costs of $1.2 billion at December 31, 2007. The square footage and estimated costs include both wholly owned and joint venture development activity at 100%.

The following table summarizes our properties under development as of December 31, 2008 (in thousands, except percentage data):



| |                             |                             |       |            |      |               |   |                                |  |                      |         |                            |   |                                 |  |        | 
| | --------------------------- | --------------------------- | ----- | ---------- | ---- | ------------- | - | ------------------------------ |  | -------------------- | ------- | -------------------------- | - | ------------------------------- |  | ------ | 
| |                             | Anticipated In-Service Date |       | SquareFeet |      | PercentLeased |   | TotalEstimatedProjectCosts (1) |  | TotalIncurredto Date |         | AmountRemainingto be Spent |   | AnticipatedStabilizedReturn (2)
| | Held-for-Rental properties: |                             |       |            |      |               |   |                                |  |                      |         |                            |   |                                 |  |       
| | 1stQuarter 2009             |                             | 93    |            | 100% |               | $ | 16,776                         |  | $                    | 12,749  |                            | $ | 4,027                           |  | 10.42%
| | 2ndQuarter 2009             |                             | 523   |            | 0%   |               |   | 23,130                         |  |                      | 13,307  |                            |   | 9,823                           |  | 8.08% 
| | 3rdQuarter 2009             |                             | 428   |            | 57%  |               |   | 96,214                         |  |                      | 43,460  |                            |   | 52,754                          |  | 8.26% 
| | Thereafter                  |                             | 401   |            | 52%  |               |   | 113,660                        |  |                      | 34,277  |                            |   | 79,383                          |  | 8.24% 
| |                             |                             |       |            |      |               |   |                                |  |                      |         |                            |   |                                 |  |       
| |                             |                             | 1,445 |            | 38%  |               |   | 249,780                        |  |                      | 103,793 |                            |   | 145,987                         |  | 8.38% 
| |                             |                             |       |            |      |               |   |                                |  |                      |         |                            |   |                                 |  |       
| | Build-for-Sale properties:  |                             |       |            |      |               |   |                                |  |                      |         |                            |   |                                 |  |       
| | 1stQuarter 2009             |                             | 112   |            | 90%  |               |   | 18,232                         |  |                      | 14,198  |                            |   | 4,034                           |  | 8.72% 
| | 2ndQuarter 2009             |                             | 655   |            | 18%  |               |   | 38,869                         |  |                      | 28,092  |                            |   | 10,777                          |  | 8.86% 
| | 3rdQuarter 2009             |                             | 951   |            | 30%  |               |   | 261,646                        |  |                      | 147,247 |                            |   | 114,399                         |  | 8.28% 
| | Thereafter                  |                             | 858   |            | 95%  |               |   | 160,659                        |  |                      | 38,786  |                            |   | 121,873                         |  | 7.98% 
| |                             |                             |       |            |      |               |   |                                |  |                      |         |                            |   |                                 |  |       
| |                             |                             | 2,576 |            | 51%  |               |   | 479,406                        |  |                      | 228,323 |                            |   | 251,083                         |  | 8.24% 
| |                             |                             |       |            |      |               |   |                                |  |                      |         |                            |   |                                 |  |       
| | Total                       |                             | 4,021 |            | 46%  |               | $ | 729,186                        |  | $                    | 332,116 |                            | $ | 397,070                         |  | 8.29% 
| |                             |                             |       |            |      |               |   |                                |  |                      |         |                            |   |                                 |  |       



|(1) | Includes total estimated project costs upon completion for wholly owned and joint venture properties, both at 100%.
|--- | -------------------------------------------------------------------------------------------------------------------

|(2) | Anticipated yield upon leasing 95% of the property.
|--- | ---------------------------------------------------



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Acquisition and Disposition Activity:Gross sales proceeds related to the dispositions of wholly owned
held-for-rental properties were $79.4 million in 2008, compared to $336.7 million in 2007. Proceeds from 2007 included the disposition of a portfolio of eight office properties in the Cleveland market and a portfolio of twelve industrial properties
in the St. Louis market.

Dispositions of wholly owned Build-for-Sale properties resulted in $346.8 million in proceeds in 2008, compared to $256.6 million
in 2007. This increase was largely a result of $225.9 million in current year proceeds from seven buildings sold to a 20% owned unconsolidated joint venture with which we have an agreement to sell up to $800.0 million in Build-for-Sale properties
over a three-year period. Our share of proceeds from sales of properties within unconsolidated joint ventures, in which we have less than a 100% interest, totaled $35.1 million in 2008, compared to $25.9 million in 2007.

We intend to continue to identify properties for disposition in order to recycle the proceeds into higher yielding assets and to reduce our debt maturities. We believe
that the number of dispositions we execute in 2009 will be impacted by the ability of prospective buyers to obtain favorable financing given the current state of the economy and credit markets in particular.

In 2008, we acquired $60.5 million of income producing properties and $42.7 million of undeveloped land, compared to $117.0 million of income producing properties and
$321.3 million of undeveloped land in 2007. In 2007, we also continued our expansion into the healthcare real estate market by completing the acquisition of Bremner Healthcare Real Estate, a national healthcare development and management firm. The
initial consideration paid to the sellers totaled $47.1 million and the sellers may be eligible for further contingent payments over the three years following the acquisition date.

Results of Operations

A summary of our operating results and property statistics for each of the years in
the three-year period ended December 31, 2008, is as follows (in thousands, except number of properties and per unit data):



| |                                                                 |                                          |   |         |         |      |         |         |   |         |        
| | --------------------------------------------------------------- | ---------------------------------------- | - | ------- | ------- | ---- | ------- | ------- | - | ------- | -------
| |                                                                 |                                          |   | 2008    |         | 2007 |         | 2006   
| | Rental Operations revenues from Continuing Operations           |                                          | $ | 894,189 |         | $    | 852,089 |         | $ | 805,291
| | Service Operations revenues from Continuing Operations          |                                          |   | 101,898 |         |      | 99,358  |         |   | 90,125 
| | Earnings from Continuing Rental Operations                      |                                          |   | 79,565  |         |      | 126,346 |         |   | 137,260
| | Earnings from Continuing Service Operations                     |                                          |   | 61,943  |         |      | 52,034  |         |   | 53,196 
| | Operating income                                                |                                          |   | 94,924  |         |      | 169,031 |         |   | 160,553
| | Net income available for common unitholders                     |                                          |   | 60,201  |         |      | 232,249 |         |   | 159,799
| | Weighted average Common Units outstanding                       |                                          |   | 154,534 |         |      | 148,459 |         |   | 148,069
| | Weighted average Common Units and potential dilutive securities |                                          |   | 155,041 |         |      | 149,614 |         |   | 149,393
| | Basic income per Common Unit:                                   |                                          |   |         |         |      |         |         |   |        
| | Continuing operations                                           |                                          | $ | .27     |         | $    | .72     |         | $ | .69    
| | Discontinued operations                                         |                                          | $ | .12     |         | $    | .84     |         | $ | .39    
| | Diluted income per Common Unit:                                 |                                          |   |         |         |      |         |         |   |        
| | Continuing operations                                           |                                          | $ | .27     |         | $    | .71     |         | $ | .68    
| | Discontinued operations                                         |                                          | $ | .12     |         | $    | .84     |         | $ | .39    
| | Number of in-service properties at end of year                  |                                          |   | 729     |         |      | 692     |         |   | 696    
| |                                                                 | In-service square footage at end of year |   |         | 127,130 |      |         | 112,352 |   |         | 108,852



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Comparison of Year Ended December 31, 2008 to Year Ended December 31, 2007

Rental Revenue from Continuing Operations

Overall, rental revenue
from continuing operations increased from $822.7 million in 2007 to $870.4 million in 2008. The following table reconciles rental revenue from continuing operations by reportable segment to our total reported rental revenue from continuing
operations for the years ended December 31, 2008 and 2007, respectively (in thousands):



|                        |  |      |         |      |   |        
|----------------------- |  | ---- | ------- | ---- | - | -------
|                        |  | 2008 |         | 2007
|Office                  |  | $    | 568,405 |      | $ | 562,277
|Industrial              |  |      | 250,078 |      |   | 218,055
|Non-reportable segments |  |      | 51,889  |      |   | 42,376 
|                        |  |      |         |      |   |        
|Total                   |  | $    | 870,372 |      | $ | 822,708
|                        |  |      |         |      |   |        

The primary reasons for the increase in rental revenue from continuing operations, with specific references to a
particular segment when applicable, are summarized below:



| |  |  | In 2008, we acquired five new properties and placed 36 developments in service. These acquisitions and developments provided incremental revenues of $3.5 million
and $20.4 million, respectively.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Acquisitions and developments that were placed in service in 2007 provided $10.3 million and $37.7 million, respectively, of incremental revenue in 2008.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We sold eight properties to an unconsolidated joint venture in 2007, resulting in an $11.2 million reduction in revenues for the year ended December 31, 2008,
as compared to the same period in 2007. Of these properties, seven were sold in the second quarter of 2007 and one was sold in the fourth quarter of 2007.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Rental revenue from continuing operations includes lease termination fees. Lease termination fees relate to specific tenants who pay a fee to terminate their lease
obligations before the end of the contractual lease term. Lease termination fees decreased from $24.2 million in 2007 to $9.4 million in 2008.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity in Earnings of Unconsolidated Companies

Equity in earnings represents our ownership share of net income from investments in
unconsolidated companies. These unconsolidated companies generally own and operate rental properties and develop properties. Equity in earnings decreased from $29.4 million in 2007 to $23.8 million in 2008 largely as the result of our $7.0 million
share of additional depreciation expense recognized when two properties owned by unconsolidated companies were removed from held-for-sale classification. The additional depreciation expense was partially offset by an increase in gain on building
sales in 2008 compared to 2007. During 2007, our joint ventures sold ten non-strategic buildings, with our share of the net gain recognized through equity in earnings totaling $8.0 million, compared to five joint venture building sales in 2008, with
$10.1 million recorded to equity in earnings for our share of the net gains.

Rental Expenses and Real Estate Taxes

The following table reconciles rental expenses and real estate taxes by reportable segment to our total reported amounts in the statements of operations for the years
ended December 31, 2008 and 2007, respectively (in thousands):



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|                        |  |      |         |      |   |        
|----------------------- |  | ---- | ------- | ---- | - | -------
|                        |  | 2008 |         | 2007
|Rental Expenses:        |  |      |         |      |   |        
|Office                  |  | $    | 156,184 |      | $ | 148,493
|Industrial              |  |      | 27,703  |      |   | 23,819 
|Non-reportable segments |  |      | 12,728  |      |   | 8,435  
|                        |  |      |         |      |   |        
|Total                   |  | $    | 196,615 |      | $ | 180,747
|                        |  |      |         |      |   |        
|                        |  |     
|Real Estate Taxes:      |  |      |         |      |   |        
|Office                  |  | $    | 71,128  |      | $ | 65,810 
|Industrial              |  |      | 30,580  |      |   | 27,409 
|Non-reportable segments |  |      | 9,874   |      |   | 7,033  
|                        |  |      |         |      |   |        
|Total                   |  | $    | 111,582 |      | $ | 100,252
|                        |  |      |         |      |   |        

Of the overall $15.9 million increase in rental expenses in 2008 compared to 2007, $11.5 million was attributable
to properties acquired and developments placed in service from January 1, 2007 through December 31, 2008. This increase was partially offset by a reduction in rental expenses of $2.0 million resulting from the sale of eight properties to
an unconsolidated joint venture in 2007. Increases in utility costs and snow removal in our existing base of properties also contributed to the increase in rental expenses.

Of the overall $11.3 million increase in real estate taxes in 2008 compared to 2007, $7.0 million was attributable to properties acquired and developments placed in service from January 1, 2007 through
December 31, 2008. The remaining increase in real estate taxes was driven by increases in taxes on our existing properties.

Interest Expense

Interest expense from continuing operations increased from $172.0 million in 2007 to $195.1 million in 2008. The increase is primarily the result of
interest costs related to development projects that were placed in service in late 2007 and 2008 where the costs to finance these projects were capitalized during construction. Overall, our weighted average interest rates remained fairly consistent
from 2007 to 2008, as the weighted average interest rate on our unsecured notes increased from 5.73% to 5.93%, while we experienced lower interest rates throughout 2008 on our LIBOR-based unsecured lines of credit.

Depreciation and Amortization Expense

Depreciation and amortization
increased from $272.8 million in 2007 to $311.3 million in 2008 due to increases in our held-for-rental asset base from acquisitions and developments placed in service during 2007 and 2008 as well as the result of recording additional depreciation
expense in the amount of $13.2 million for properties removed from held-for-sale classification in 2008.

Service Operations

Service Operations primarily consist of sales of Build-for-Sale properties and the leasing, management, construction and development services for joint venture
properties and properties owned by third parties. These operations are heavily influenced by the current state of the economy, as leasing and management fees are dependent upon occupancy while construction and development services rely on the
expansion of business operations of third-party property owners. Earnings from Service Operations increased from $52.0 million in 2007 to $61.9 million in 2008. The increase in earnings from Service Operations was primarily the result of a $4.4
million increase in pre-tax gains on dispositions of Build-for-Sale properties and lower income tax expense in our taxable REIT subsidiary.

General and
Administrative Expense

General and administrative expense increased from $37.7 million in 2007 to $39.5 million in 2008. General and administrative
expenses consist of two components. The first component is direct expenses that are not attributable to specific assets such as legal fees, audit fees, marketing costs, investor relations expenses and other corporate overhead. The second component
is the unallocated indirect costs determined to be unrelated to the operation of our owned properties and Service Operations. Those indirect costs not allocated to these



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##### Table of Contents

operations are charged to general and administrative expenses. The increase in general and administrative expenses was largely driven by a $10.9 million
decrease in overhead costs allocated to leasing and construction activity based on decreased volume in these areas. Offsetting the decreased allocation of general and administrative expenses to operating activities was a $9.1 million decrease in
total overhead costs in 2008 as we focused on overhead reduction opportunities.

Impairment Charges and Other Expenses

Impairment charges and other expenses consist of impairment charges recognized on our long-lived assets as well as the write-off of previously capitalized costs of
potential projects that we determined are no longer likely to be pursued. The increase from $5.7 million in 2007 to $19.7 million in 2008 was largely the result of a re-assessment of our intended use of some of our land holdings, as well as the
negative effect of the overall economy on real estate values in certain of our markets. We recognized non-cash impairment charges in 2008 on seven of our tracts of undeveloped land totaling $8.6 million. Additionally, as the result of the
economys negative effect on real estate selling prices, we recognized $2.8 million of impairment charges on two of our Build-for-Sale properties that were under construction at December 31, 2008, as they were expected to sell in 2009. The
fair values of these assets were calculated either by discounting estimated future cash flows and sales proceeds or were based on comparable transactions.

The remaining $8.3 million and $5.7 million of activity in 2008 and 2007, respectively, primarily pertained to costs previously capitalized for potential projects that we later determined would not be pursued.

Discontinued Operations

The results of operations for properties
sold during the year to unrelated parties or classified as held-for-sale at the end of the period are required to be classified as discontinued operations. The property specific components of earnings that are classified as discontinued operations
include rental revenues, rental expenses, real estate taxes, allocated interest expense and depreciation expense, as well as the net gain or loss on the disposition of properties.

The operations of 61 buildings are currently classified as discontinued operations. These 61 properties consist of 35 industrial and 26 office properties. As a result, we classified income from operations of $1.7
million, $4.3 million and $11.7 million in discontinued operations for the years ended December 31, 2008, 2007 and 2006, respectively.

Of these
properties, eight were sold during 2008, 32 properties were sold during 2007 and 21 properties were sold during 2006. The gains on disposal of these properties of $17.0 million, $121.1 million and $46.3 million for the years ended December 31,
2008, 2007 and 2006, respectively, are also reported in discontinued operations.

Comparison of Year Ended December 31, 2007 to Year Ended
December 31, 2006

Rental Revenue from Continuing Operations

Overall, rental revenue from continuing operations increased from $767.3 million in 2006 to $822.7 million in 2007. The following table reconciles rental revenue from continuing operations by reportable segment to our
total reported rental revenue from continuing operations for the years ended December 31, 2007 and 2006, respectively (in thousands):



|                        |  |      |         |      |   |        
|----------------------- |  | ---- | ------- | ---- | - | -------
|                        |  | 2007 |         | 2006
|Office                  |  | $    | 562,277 |      | $ | 547,370
|Industrial              |  |      | 218,055 |      |   | 193,675
|Non-reportable segments |  |      | 42,376  |      |   | 26,242 
|                        |  |      |         |      |   |        
|Total                   |  | $    | 822,708 |      | $ | 767,287
|                        |  |      |         |      |   |        

The primary reasons for the increase in rental revenue from continuing operations, with specific references to a
particular segment when applicable, are summarized below:



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##### Table of Contents

| |  |  | In 2007, we acquired six new properties and placed 38 development projects in service. These acquisitions and developments provided incremental revenues of $2.9
million and $16.6 million, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Acquisitions and developments that were placed in service in 2006 provided $12.4 million and $25.1 million, respectively, of incremental revenue in 2007.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We acquired an additional 31 properties in 2006 and later sold them to an unconsolidated joint venture, resulting in a $40.2 million reduction in revenues for the
year ended December 31, 2007, as compared to the same period in 2006. Of these properties, 23 were sold in the fourth quarter of 2006, seven were sold in the second quarter of 2007 and one was sold in the fourth quarter of 2007.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Rental revenue includes lease termination fees. Lease termination fees relate to specific tenants who pay a fee to terminate their lease obligations before the end
of the contractual lease term. Lease termination fees increased from $16.1 million in 2006 to $24.2 million in 2007.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The remaining increase in rental revenues is primarily the result of an $18.2 million increase in revenues from reimbursable rental expenses. This increase is
largely offset by a corresponding increase in overall rental expenses.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity in Earnings of Unconsolidated Companies

Equity in earnings represents our ownership share of net income from investments in unconsolidated companies. These joint ventures generally own and operate rental
properties and develop properties. These earnings decreased from $38.0 million in 2006 to $29.4 million in 2007. During 2006, our joint ventures sold 22 non-strategic buildings, with our share of the net gain recorded through equity in earnings
totaling $18.8 million, compared to ten joint venture building sales in 2007, with $8.0 million recorded to equity in earnings for our share of net gains.

Rental Expenses and Real Estate Taxes

The following table reconciles rental expenses and real estate taxes by reportable segment to our
total reported amounts in the statements of operations for the years ended December 31, 2007 and 2006, respectively (in thousands):



|                        |  |      |         |      |   |        
|----------------------- |  | ---- | ------- | ---- | - | -------
|                        |  | 2007 |         | 2006
|Rental Expenses:        |  |      |         |      |   |        
|Office                  |  | $    | 148,493 |      | $ | 147,387
|Industrial              |  |      | 23,819  |      |   | 21,890 
|Non-reportable segments |  |      | 8,435   |      |   | 3,519  
|                        |  |      |         |      |   |        
|Total                   |  | $    | 180,747 |      | $ | 172,796
|                        |  |      |         |      |   |        
|                        |  |     
|Real Estate Taxes:      |  |      |         |      |   |        
|Office                  |  | $    | 65,810  |      | $ | 58,056 
|Industrial              |  |      | 27,409  |      |   | 21,663 
|Non-reportable segments |  |      | 7,033   |      |   | 6,012  
|                        |  |      |         |      |   |        
|Total                   |  | $    | 100,252 |      | $ | 85,731 
|                        |  |      |         |      |   |        

Our rental expenses increased by $8.0 million in 2007 compared to 2006. A $9.9 million increase in rental expenses
attributable to properties acquired and developments placed in service from January 1, 2006 through December 31, 2007 was largely offset by a reduction in rental expenses of $7.6 million resulting from the contribution of 31 properties to
an unconsolidated joint venture in 2006 and 2007. Inclement weather conditions in the first quarter of 2007, an increase in utility rates and volume in the third quarter of 2007 due to unseasonably high temperatures and normal inflationary factors
triggered the remaining increase in rental expenses.



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Of the overall $14.5 million increase in real estate taxes in 2007 compared to 2006, $7.7 million was attributable to
properties acquired and developments placed in service from January 1, 2006 through December 31, 2007. The remaining increase in real estate taxes was driven by increases in taxes on our existing properties.

Interest Expense

Interest expense from continuing operations
remained fairly consistent from 2006 to 2007 at $172.7 million in 2006, compared to $172.0 million in 2007. While we maintained higher outstanding borrowings in 2007 compared to 2006, these higher borrowings were used to fund our increase in
development activities and thus, the increased interest costs from these borrowings were capitalized into project costs rather than expensed.

Depreciation and Amortization Expense

Depreciation and amortization increased from $236.8 million in 2006 to $272.8 million in 2007 due to
increases in our held-for-rental asset base from acquisitions and developments placed in service during 2006 and 2007.

Service Operations

Earnings from Service Operations decreased slightly from $53.2 million in 2006 to $52.0 million in 2007. During 2007, we generated pre-tax gains of
$34.7 million from the sale of 15 Build-for-Sale properties compared to $44.6 million from the sale of nine such properties in 2006. Partially offsetting this decrease was a $2.9 million reduction in income taxes on these gains on sale, with the net
effect of decreased gains on sale in 2007 resulting in a $7.0 million decrease in earnings from Service Operations. Increased net general contractor revenues drove a $9.7 million increase in earnings from Service Operations from 2006 as the result
of increased volume and margins and favorable settlement of previously existing warranty reserves.

General and Administrative Expense

General and administrative expense increased from $35.8 million in 2006 to $37.7 million in 2007. There was a $31.7 million increase in total overhead costs in 2007
as the result of our overall growth. The majority of this increase in the total overhead costs was a result of increased rental and service operations activity and thus, was allocated to rental operations, construction, development and leasing.
Approximately $1.5 million of the increase in total overhead costs was not allocated to operations, which was the primary reason for the overall $1.9 million increase to general and administrative expense.

Critical Accounting Policies

The preparation of our
consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported period. Our estimates, judgments and assumptions are inherently subjective and based on the existing business and market conditions, and are therefore continually
evaluated based upon available information and experience. Note 2 to the Consolidated Financial Statements includes further discussion of our significant accounting policies. Our management has assessed the accounting policies used in the
preparation of our financial statements and discussed them with the General Partners Audit Committee and independent auditors. The following accounting policies are considered critical based upon materiality to the financial statements, degree
of judgment involved in estimating reported amounts and sensitivity to changes in industry and economic conditions:

Accounting for Joint Ventures:We analyze our investments in joint ventures under Financial Accounting Standards Board (FASB) Interpretation No. 46(R), Consolidation of Variable Interest Entities, to determine if the joint venture is considered a
variable interest entity and would require consolidation. To the extent that



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our joint ventures do not qualify as variable interest entities, we further assess under the guidelines of Emerging Issues Task Force (EITF)
Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights(EITF 04-5); Statement of Position
78-9, Accounting for Investments in Real Estate Ventures (SOP 78-9); Accounting Research Bulletin No. 51, Consolidated Financial Statements; and Statement of Financial Accounting Standard (SFAS)
No. 94, Consolidation of All Majority-Owned Subsidiaries,to determine if the venture should be consolidated. We have equity interests generally ranging from 10% to 50% in unconsolidated joint ventures that develop, own and operate
rental properties and hold land for development. To the extent applicable, we consolidate those joint ventures that are considered to be variable interest entities where we are the primary beneficiary. For non-variable interest entities, we
consolidate those joint ventures that we control through majority ownership interests or where we are the managing entity and our partner does not have substantive participating rights. Control is further demonstrated by the ability of the general
partner to manage day-to-day operations, refinance debt and sell the assets of the joint venture without the consent of the limited partner and inability of the limited partner to replace the general partner. We use the equity method of accounting
for those joint ventures where we do not have control over operating and financial policies. Under the equity method of accounting, our investment in each joint venture is included on our balance sheet; however, the assets and liabilities of the
joint ventures for which we use the equity method are not included on our balance sheet.

To the extent that we contribute assets to a joint venture, our
investment in the joint venture is recorded at our cost basis in the assets that were contributed to the joint venture. To the extent that our cost basis is different than the basis reflected at the joint venture level, the basis difference is
amortized over the life of the related asset and included in our share of equity in net income of the joint venture. In accordance with the provisions of SOP 78-9 and SFAS No. 66, Accounting for Sales of Real Estate, we recognize gains
on the contribution or sale of real estate to joint ventures, relating solely to the outside partners interest, to the extent the economic substance of the transaction is a sale.

Cost Capitalization: Direct and certain indirect costs, including interest, clearly associated with and incremental to the development, construction, leasing or expansion of real estate investments are
capitalized as a cost of the property.

We capitalize interest and direct and indirect project costs associated with the initial construction of a property
up to the time the property is substantially complete and ready for its intended use. We believe the completion of the building shell is the proper basis for determining substantial completion and that this basis is the most widely accepted standard
in the real estate industry. The interest rate used to capitalize interest is based upon our average borrowing rate on existing debt.

We also capitalize
direct and indirect costs, including interest costs, on vacant space during extended lease-up periods after construction of the building shell has been completed if costs are being incurred to ready the vacant space for its intended use. If costs
and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer capitalized. We cease
capitalization of all project costs on extended lease-up periods after the shorter of a one-year period after the completion of the building shell or when the property attains 90% occupancy. In addition, all leasing commissions paid to third parties
for new leases or lease renewals are capitalized.

In assessing the amount of indirect costs to be capitalized, we first allocate payroll costs, on a
department-by-department basis, among activities for which capitalization is warranted (i.e., construction, development and leasing) and those for which capitalization is not warranted (i.e., property management, maintenance, acquisitions and
dispositions and general corporate functions). To the extent the employees of a department split their time between capitalizable and non-capitalizable activities, the allocations are made based on estimates of the actual amount of time spent in
each activity. Once the payroll costs are allocated, the non-payroll costs of each department are allocated among the capitalizable and non-capitalizable activities in the same proportion as payroll costs.



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To ensure that an appropriate amount of costs are capitalized, the amount of capitalized costs that are allocated to a
specific project are limited to amounts using standards we developed. These standards consist of a percentage of the total development costs of a project and a percentage of the total gross lease amount payable under a specific lease. These
standards are derived after considering the amounts that would be allocated if the personnel in the departments were working at full capacity. The use of these standards ensures that overhead costs attributable to downtime or to unsuccessful
projects or leasing activities are not capitalized.

Impairment of Real Estate Assets: We evaluate our real estate assets, with the exception of
those that are classified as held-for-sale, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If such an evaluation is considered necessary, we compare the carrying amount of that
real estate asset, or asset group, with the expected undiscounted cash flows that are directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of that asset, or asset group. Our estimate of the
expected future cash flows used in testing for impairment is based on, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant
concessions, assumptions regarding the residual value of our properties at the end of our anticipated holding period and the length of our anticipated holding period and is, therefore, subjective by nature. These assumptions could differ materially
from actual results. If our strategy changes or if market conditions otherwise dictate a reduction in the holding period and an earlier sale date, an impairment loss could be recognized and such loss could be material. To the extent the carrying
amount of a real estate asset, or asset group, exceeds the associated estimate of undiscounted cash flows, an impairment loss is recorded to reduce the carrying value of the asset to its fair value. The determination of the fair value of real estate
assets is also highly subjective, especially in markets where there is a lack of recent comparable transactions.

Real estate assets that are classified as
held-for-sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell.

Acquisition of Real Estate Property
and Related Assets:In accordance with SFAS 141, Business Combinations, we allocate the purchase price of acquired properties to net tangible and identified intangible assets based on their respective fair values.

The allocation to tangible assets (buildings, tenant improvements and land) is based upon managements determination of the value of the property as if it were
vacant using discounted cash flow models similar to those used by independent appraisers. Factors considered by management include an estimate of carrying costs during the expected lease-up periods considering current market conditions, and costs to
execute similar leases. The purchase price of real estate assets is also allocated among three categories of intangible assets consisting of the above or below market component of in-place leases, the value of in-place leases and the value of
customer relationships.



| |  | The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using an interest rate which
reflects the risks associated with the lease) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term and (ii) managements estimate of the amounts that would be paid using
current fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in deferred leasing and other costs in the balance sheet and below market leases are included in other liabilities in the
balance sheet; both are amortized to rental income over the remaining terms of the respective leases.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The total amount of intangible assets is further allocated to in-place lease values and to customer relationship values, based upon managements assessment of
their respective values. These intangible assets are included in deferred leasing and other costs in the balance sheet and are amortized over the remaining term of the existing lease, or the anticipated life of the customer relationship, as
applicable.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Valuation of Receivables: We are subject to tenant defaults and bankruptcies that could affect the collection of
outstanding receivables. In order to mitigate these risks, we perform in-house credit reviews and analyses on major existing tenants and all significant prospective tenants before leases are executed. We have established the following procedures and
policies to evaluate the collectibility of outstanding receivables and record allowances:



| |  | We maintain a tenant watch list containing a list of significant tenants for which the payment of receivables and future rent may be at risk. Various
factors such as late rent payments, lease or debt instrument defaults, and indications of a deteriorating financial position are considered when determining whether to include a tenant on the watch list.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | As a matter of policy, we reserve the entire receivable balance, including straight-line rent, of any tenant with an amount outstanding over 90 days.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Straight-line rent receivables for any tenant on the watch list or any other tenant identified as a potential long-term risk, regardless of the status of rent
receivables, are reviewed and reserved as necessary.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Construction Contracts: We recognize income on construction contracts where
we serve as a general contractor on the percentage of completion method. Using this method, profits are recorded on the basis of our estimates of the overall profit and percentage of completion of individual contracts. A portion of the estimated
profits is accrued based upon our estimates of the percentage of completion of the construction contract. Cumulative revenues recognized may be less or greater than cumulative costs and profits billed at any point in time during a contracts
term. This revenue recognition method involves inherent risks relating to profit and cost estimates with those risks reduced through approval and monitoring processes.

With regard to critical accounting policies, management has discussed the following with the Audit Committee of the General Partners board of directors:



| |  |  | Criteria for identifying and selecting our critical accounting policies;
| | - |  | ------------------------------------------------------------------------

| |  |  | Methodology in applying our critical accounting policies; and
| | - |  | -------------------------------------------------------------

| |  |  | Impact of the critical accounting policies on our financial statements.
| | - |  | -----------------------------------------------------------------------

The Audit Committee of the General Partner has reviewed the critical accounting policies identified by management.

Liquidity and Capital Resources

Sources of Liquidity

We expect to meet our short-term liquidity requirements over the next twelve months, including payments of distributions, as well as recurring capital expenditures relating to maintaining our current real estate
assets, primarily through working capital and net cash provided by operating activities.

We expect to meet long-term liquidity requirements, such as
scheduled mortgage and unsecured debt maturities, property acquisitions, financing of development activities and other non-recurring capital improvements, primarily from the following sources:



| |  |  | undistributed cash provided by operating activities;
| | - |  | ----------------------------------------------------

| |  |  | issuance of additional equity, including General Partner common stock and preferred equity;
| | - |  | -------------------------------------------------------------------------------------------

| |  |  | issuance of additional debt securities, including secured debt;
| | - |  | ---------------------------------------------------------------

| |  |  | proceeds received from real estate dispositions; and
| | - |  | ----------------------------------------------------

| |  |  | transactions with unconsolidated entities.
| | - |  | ------------------------------------------



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Due to the current disruption in the U.S. economy, we are constantly monitoring the state of the capital markets and
actively managing our capital needs, such as development expenditures and commitments. We will continue to utilize the Partnerships $1.3 billion unsecured revolving line of credit to complete development projects currently under construction.
We have virtually halted all new development activity and are focused on the completion and lease-up of under construction and recently completed projects. In January 2009, the General Partner announced a reduction in our annual distribution from
$1.94 per Common Unit to $1.00 per Common Unit, which will result in approximately $145.2 million of additional undistributed cash on an annual basis. We and the General Partner anticipate using multiple sources of capital, including issuances of
secured debt in the near future, to meet our long-term capital needs.

Rental Operations

We believe our primary source of liquidity, cash flows from Rental Operations, provides a stable source of cash to fund operational expenses. We believe that this
cash-based revenue stream is substantially aligned with revenue recognition (except for periodic straight-line rental income accruals and amortization of above or below market rents) as cash receipts from the leasing of rental properties are
generally received in advance of or in a short time following the actual revenue recognition.

We are subject to a number of risks as a result of the
current economic downturn, including reduced occupancy, tenant defaults and bankruptcies, and potential reduction in rental rates upon renewal or re-letting of properties, each of which would result in reduced cash flow from operations. These risks
may be heightened as a result of the current economic conditions. However, we believe that these risks may be mitigated by our relatively strong market presence in most of our markets and the fact that we perform in-house credit reviews and analyses
on major tenants and all significant leases before they are executed.

Debt and Equity Securities

Our unsecured lines of credit as of December 31, 2008 are described as follows (in thousands):



|                                                   |  |                   |           |              |              |                                         |   |        
|-------------------------------------------------- |  | ----------------- | --------- | ------------ | ------------ | --------------------------------------- | - | -------
|Description                                        |  | BorrowingCapacity |           | MaturityDate |              | Outstanding Balanceat December 31, 2008
|Unsecured Line of Credit  Partnership             |  | $                 | 1,300,000 |              | January 2010 |                                         | $ | 474,000
|Unsecured Line of Credit  Consolidated Subsidiary |  | $                 | 30,000    |              | July 2011    |                                         | $ | 9,659  

We use the Partnerships unsecured line of credit to fund development activities, acquire additional rental
properties and provide working capital. This line of credit provides us with an option to obtain borrowings from financial institutions that participate in the line, at rates that may be lower than the stated interest rate, subject to certain
restrictions. The stated rate on the amounts outstanding on the Partnerships unsecured line of credit as of December 31, 2008 was LIBOR plus .525% (ranging from 1.005% to 2.355% as of December 31, 2008). We may, at our sole
discretion, exercise an option to extend the maturity date to January 2011. This line of credit also contains financial covenants that require us to meet financial ratios and defined levels of performance, including those related to fixed charge,
variable rate indebtedness, consolidated net worth and debt-to-net asset value. As of December 31, 2008, we were in compliance with all covenants under this line of credit.

Due to the current volatile state of the credit markets, the borrowing cost of future secured or unsecured debt issuances may be higher, for the foreseeable future, than what has been historically available. We
anticipate that additional issuances, in the near term, will be in the form of secured debt offerings.

In February 2008, the General Partner issued $300.0
million of 8.375% Series O Cumulative Redeemable Preferred Shares.

In May 2008, we issued $325.0 million of 6.25% senior unsecured notes due in May 2013.
After taking into account the effect of forward starting swaps, which were designated as cash flow hedges for this offering, the notes had an effective interest rate of 7.36%.



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##### Table of Contents

The indentures (and related supplemental indentures) governing our outstanding series of notes also require us to comply
with financial ratios and other covenants regarding our operations. We were in compliance with all such covenants, as well as applicable covenants under our unsecured line of credit, as of December 31, 2008.

At December 31, 2008, we and the General Partner had on file with the SEC an automatic shelf registration statement on Form S-3, relating to the offer and sale,
from time to time, of an indeterminate amount of debt and equity securities, as well as guarantees of our debt securities by the General Partner. Equity securities are offered and sold by the General Partner and the net proceeds of such offerings
are contributed to us in exchange for additional General Partner Units or Preferred Units. From time to time, we and the General Partner expect to issue additional securities under this automatic shelf registration statement to fund the repayment of
the credit facility and other long-term debt upon maturity.

Sale of Real Estate Assets

We utilize sales of real estate assets as an additional source of liquidity. We pursue opportunities to sell real estate assets at favorable prices to capture value
created by us as well as to improve the overall quality of our portfolio by recycling sale proceeds into new properties with greater value creation opportunities.

In 2008, our capital recycling program was significantly reduced due to the current state of the economy and the credit markets and it is likely that this trend will continue in 2009.

Transactions with Unconsolidated Entities

Transactions with
unconsolidated partnerships and joint ventures also provide a source of liquidity. From time to time we will sell properties to an unconsolidated entity, while retaining a continuing interest in that entity, and receive proceeds commensurate to the
interest that we do not own. Additionally, unconsolidated entities will from time to time obtain debt financing and will distribute to us, and our partners, all or a portion of the proceeds.

In May 2008, we entered into an unconsolidated joint venture that will acquire up to $800.0 million of our newly developed build-to-suit projects over a three-year
period. Properties will be sold to the joint venture upon completion, lease commencement and satisfaction of other customary conditions. We will retain a 20% equity interest in the joint venture. As of December 31, 2008, the joint venture has
acquired seven properties from us and we received year-to-date net sale proceeds and financing distributions of approximately $251.6 million.

In January
2008, we sold a tract of land to an unconsolidated joint venture in which we hold a 50% equity interest and received a distribution, commensurate to our partners 50% ownership interest, of approximately $38.3 million. In November 2008, that
unconsolidated joint venture entered a loan agreement with a consortium of banks and distributed a portion of the loan proceeds to us and our partner, with our share of the distribution totaling $20.4 million.

Uses of Liquidity

Our principal uses of liquidity include the
following:



| |  | property investment;
|- |  | --------------------

| |  | recurring leasing/capital costs;
|- |  | --------------------------------

| |  | distributions to unitholders;
|- |  | -----------------------------

| |  | long-term debt maturities;
|- |  | --------------------------

| |  | opportunistic repurchases of outstanding debt; and
|- |  | --------------------------------------------------

| |  | other contractual obligations.
|- |  | ------------------------------



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##### Table of Contents

Property Investment

We evaluate development and acquisition opportunities based upon market outlook, supply and long-term growth potential. Our ability to make future property investments is dependent upon our continued access to our longer-term sources of
liquidity including the issuances of debt or equity securities as well as disposing of selected properties. In light of current economic conditions, management continues to evaluate our investment priorities and we are limiting new development
expenditures.

Recurring Expenditures

One of
our principal uses of our liquidity is to fund the recurring leasing/capital expenditures of our real estate investments. The following is a summary of our recurring capital expenditures for the years ended December 31, 2008, 2007 and 2006,
respectively (in thousands):



|                              |  |      |        |      |   |        |  |   |       
|----------------------------- |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                              |  | 2008 |        | 2007 |   | 2006  
|Recurring tenant improvements |  | $    | 36,885 |      | $ | 45,296 |  | $ | 41,895
|Recurring leasing costs       |  |      | 28,205 |      |   | 32,238 |  |   | 32,983
|Building improvements         |  |      | 9,724  |      |   | 8,402  |  |   | 8,122 
|                              |  |      |        |      |   |        |  |   |       
|Totals                        |  | $    | 74,814 |      | $ | 85,936 |  | $ | 83,000
|                              |  |      |        |      |   |        |  |   |       

Distributions

In order to qualify as a REIT for federal income tax purposes, the General Partner must currently distribute at least 90% of its taxable income to its shareholders. Because depreciation is a non-cash expense, cash flow will typically be
greater than operating income. We paid distributions per Common Unit of $1.93, $1.91 and $1.89 for the years ended December 31, 2008, 2007 and 2006, respectively. We expect to continue to distribute taxable earnings to meet the requirements of
the General Partner to maintain its REIT status. However, distributions are declared at the discretion of the General Partners board of directors and are subject to actual cash available for distribution, our financial condition, capital
requirements and such other factors as the General Partners board of directors deems relevant. In January 2009, the General Partners board of directors resolved to decrease our annual distribution from $1.94 per Common Unit to $1.00 per
Common Unit in order to retain additional cash to help meet our capital needs. We anticipate retaining additional cash of approximately $145.2 million per year, when compared to an annual distribution of $1.94 per Common Unit, as the result of this
action.

At December 31, 2008 the General Partner had six series of preferred shares outstanding. The annual distribution rates on the General
Partners preferred shares range between 6.5% and 8.375% and are paid in arrears quarterly.

Debt Maturities

Debt outstanding at December 31, 2008 totaled $4.3 billion with a weighted average interest rate of 5.43% maturing at various dates through 2028. We had $3.3 billion
of unsecured debt, $483.7 million outstanding on our unsecured lines of credit and $507.4 million of secured debt outstanding at December 31, 2008. Scheduled principal amortization and maturities of such debt totaled $319.1 million for the year
ended December 31, 2008.



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##### Table of Contents

The following is a summary of the scheduled future amortization and maturities of our indebtedness at December 31,
2008 (in thousands, except percentage data):



|           |  |                       |         |                                                   |   |           |  |   |           |  |      
|---------- |  | --------------------- | ------- | ------------------------------------------------- | - | --------- |  | - | --------- |  | -----
|           |  | Future Repayments     |         | Weighted AverageInterest Rate ofFuture Repayments
|Year       |  | ScheduledAmortization |         | Maturities (1)                                    |   | Total     | 
|           |  |                       |         |                                                  
|2009       |  | $                     | 10,957  |                                                   | $ | 246,740   |  | $ | 257,697   |  | 7.31%
|2010       |  |                       | 10,717  |                                                   |   | 638,728   |  |   | 649,445   |  | 2.45%
|2011       |  |                       | 10,823  |                                                   |   | 1,042,798 |  |   | 1,053,621 |  | 5.09%
|2012       |  |                       | 8,906   |                                                   |   | 201,216   |  |   | 210,122   |  | 5.89%
|2013       |  |                       | 8,889   |                                                   |   | 475,000   |  |   | 483,889   |  | 6.49%
|2014       |  |                       | 9,109   |                                                   |   | 272,112   |  |   | 281,221   |  | 6.44%
|2015       |  |                       | 7,700   |                                                   |   | -         |  |   | 7,700     |  | 6.08%
|2016       |  |                       | 6,822   |                                                   |   | 490,900   |  |   | 497,722   |  | 6.16%
|2017       |  |                       | 5,242   |                                                   |   | 469,324   |  |   | 474,566   |  | 5.94%
|2018       |  |                       | 3,304   |                                                   |   | 300,000   |  |   | 303,304   |  | 6.08%
|2019       |  |                       | 3,062   |                                                   |   | -         |  |   | 3,062     |  | 5.85%
|Thereafter |  |                       | 24,439  |                                                   |   | 50,000    |  |   | 74,439    |  | 6.84%
|           |  |                       |         |                                                   |   |           |  |   |           |  |      
|           |  | $                     | 109,970 |                                                   | $ | 4,186,818 |  | $ | 4,296,788 |  | 5.43%
|           |  |                       |         |                                                   |   |           |  |   |           |  |      



| | (1) | The balance outstanding on the Partnerships unsecured line of credit is included in debt maturities for 2010. This line of credit may be extended to 2011 at our option.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We anticipate generating capital to fund our debt maturities by using undistributed cash generated from rental operations, which will
increase as the result of reducing our annual distributions and development expenditures, as well as through raising additional capital which, in the near term, is expected to occur mainly through the issuance of secured debt and through asset
dispositions.

Opportunistic Repurchases of Outstanding Debt

We intend to repurchase, when favorable pricing is available, outstanding unsecured debt maturing over the next three years.

Historical Cash Flows

Cash and cash equivalents were $22.3 million and $47.0 million at December 31, 2008 and 2007, respectively. The
following highlights significant changes in net cash associated with our operating, investing and financing activities (in millions):



|                                                     |  |                          |         |      |   |         |  |   |          
|---------------------------------------------------- |  | ------------------------ | ------- | ---- | - | ------- |  | - | ---------
|                                                     |  | Years Ended December 31,
|                                                     |  | 2008                     |         | 2007 |   | 2006   
|Net Cash Provided by Operating Activities            |  | $                        | 643.8   |      | $ | 323.0   |  | $ | 272.4    
|Net Cash Provided by (Used for) Investing Activities |  |                          | (522.8) |      |   | (434.5) |  |   | (1,234.0)
|Net Cash Provided by (Used for) Financing Activities |  |                          | (145.8) |      |   | 90.4    |  |   | 1,002.9  

Operating Activities

Cash flows from operating activities provide the cash necessary to meet normal operational requirements of our Rental Operations and Service Operations activities. The receipt of rental income from Rental Operations
continues to provide the primary source of our revenues and operating cash flows. In addition, we develop buildings with the intent to sell them at or soon after completion, which provides another significant source of operating cash flow activity.
Highlights of such activity are as follows:



| |  |  | During the year ended December 31, 2008, we incurred Build-for-Sale property development costs of $216.1 million, compared to $281.1 million and $281.7 million
for the years ended December 31, 2007 and 2006, respectively. The decrease is a result of lower activity in our Build-for-Sale business. Build-for-Sale projects under construction as of December 31, 2008 had anticipated total costs upon
completion of $220.6 million, of which $138.5 million has not yet been incurred as of December 31, 2008.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | We sold 14 Build-for-Sale properties in 2008 compared to 15 in 2007 and nine in 2006, receiving net proceeds of $343.0 million, $232.6 million and $181.8 million,
respectively. We recognized pre-tax gains of $39.1 million, $34.7 million and $49.0 million on these sales for the years ended December 31, 2008, 2007 and 2006, respectively.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net cash flows from third party construction contracts increased by $151.7 million from 2007. The increase was largely driven by $105.1 million in cash proceeds
from the 2008 sale of a parcel of land to the U.S. Department of the Army in conjunction with the BRAC Construction Contract.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Investing Activities

Investing activities are one of the primary uses of our liquidity. Development and acquisition activities
typically generate additional rental revenues and provide cash flows for operational requirements. Highlights of significant cash sources and uses are as follows:

| |  |  | Sales of land and depreciated property provided $116.6 million in net proceeds in 2008, compared to $480.9 million in 2007 and $180.8 million in 2006. We sold
portfolios of eight suburban office properties in our Cleveland market and twelve industrial properties in our St. Louis market during 2007, which together provided $203.5 million of the net proceeds received in 2007.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | We received capital distributions (as a result of the sale of properties or refinancing) from unconsolidated subsidiaries of $95.4 million in 2008, compared to
$235.8 million in 2007 and $296.6 million in 2006.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Development expenditures for our held-for-rental portfolio totaled $436.3 million for the year ended December 31, 2008, compared to $451.2 million and $385.5
million for the years ended December 31, 2007 and 2006, respectively.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | During 2008, we paid cash of $20.1 million for real estate acquisitions, compared to $117.4 million in 2007 and $735.3 million in 2006. In addition, we paid cash of
$40.9 million for undeveloped land in 2008, compared to $317.3 million in 2007 and $435.9 million in 2006. The cash paid for real estate acquisitions in 2007 included both $36.1 million for the Bremner acquisition (with the remaining $11.0 million
paid through the issuance of Units of the Partnership) and $55.4 million for a portfolio of industrial properties located in Seattle, Virginia and Houston. The most significant activity in 2006 consisted of the purchase of a portfolio of suburban
office and light industrial properties and undeveloped land in the Washington, D.C. area for $867.6 million (of which $713.5 million was paid in cash) and the purchase of a portfolio of industrial properties in Savannah, Georgia for $196.2 million
(of which $125.9 million was paid in cash).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financing Activities

The following items highlight significant capital transactions:

| |  |  | In January 2008, we repaid $125.0 million of senior unsecured notes with an effective interest rate of 3.36% on their scheduled maturity date.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | In February 2008, we received net proceeds of approximately $290.0 million from the General Partners issuance of its 8.375% Series O Cumulative Redeemable
Preferred Shares; the General Partner issued no preferred shares in 2007.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | We decreased net borrowings on the Partnerships $1.3 billion line of credit by $69.0 million for the year ended December 31, 2008, compared to an
increase of $226.0 million for the same period in 2007.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | In March 2008, we settled three forward-starting swaps and made a cash payment of $14.6 million to the counterparties.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

| |  |  | In May 2008, we repaid $100.0 million of senior unsecured notes with an effective interest rate of 6.76% on their scheduled maturity date.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | In May 2008, we issued $325.0 million of 6.25% senior unsecured notes due in May 2013. After including the effect of forward starting interest rate swaps, the
effective interest rate is 7.36%.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | During the fourth quarter of 2008, the General Partner opportunistically repurchased its preferred shares from all outstanding series in the open market in order to
take advantage of the significant discounts at which they were trading. In total, the General Partner repurchased preferred shares
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| | having a redemption value of approximately $27.4 million for $12.4 million, which resulted in an approximate $14.0 million gain on repurchase after
considering the charge-off of offering costs from those shares. We then repurchased corresponding Preferred Units held by the General Partner at the same price at which it repurchased its shares on the open market.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | During the fourth quarter of 2008, we also repurchased certain of our outstanding series of unsecured notes maturing in 2009 and 2010 on the open market. We
repurchased unsecured notes that had a face value of approximately $38.5 million, for approximately $36.5 million, and recognized a gain on extinguishment of these notes of approximately $2.0 million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Credit Ratings

The General Partner and the Partnership are
currently assigned investment grade corporate credit ratings on our senior unsecured notes from Moodys Investors Service and Standard and Poors Ratings Group. Our senior unsecured notes have been assigned ratings of BBB and Baa2 by
Standard and Poors Ratings Group and Moodys Investors Service, respectively.

The General Partners preferred shares carry ratings of BB+
and Baa3 from Standard and Poors Ratings Group and Moodys Investors Service, respectively.

The ratings of our senior unsecured notes and the
General Partners preferred shares could change based upon, among other things, the impact that prevailing economic conditions may have on our results of operations and financial condition.

Financial Instruments

We are exposed to capital market risk, such
as changes in interest rates. In order to reduce the volatility relating to interest rate risk, we may enter into interest rate hedging arrangements from time to time. We do not utilize derivative financial instruments for trading or speculative
purposes.

Off Balance Sheet Arrangements

Investments in Unconsolidated Companies

We have equity interests generally ranging from 10% to 50% in unconsolidated partnerships and
joint ventures that own and operate rental properties and hold land for development. Our unconsolidated subsidiaries are primarily engaged in the operations and development of Industrial, Office and Retail real estate properties. We hold interests
both in joint ventures that operate real estate for long-term investment and rental income (Operating Joint Ventures) as well as joint ventures that develop properties with the intent to sell within a relatively short period of time
after completion and lease-up (Development Joint Ventures). The equity method of accounting (see Critical Accounting Policies) is used for these investments in which we have the ability to exercise significant influence, but not control,
over operating and financial policies. As a result, the assets and liabilities of these joint ventures are not included on our balance sheet. Total assets of our unconsolidated subsidiaries were $2.6 billion and $2.2 billion as of December 31,
2008 and 2007, respectively.

Our investments in and advances to unconsolidated companies represents approximately 9% and 8% of our total assets as of
December 31, 2008 and 2007, respectively. These investments provide several benefits to us, including increased market share, tenant and property diversification and an additional source of capital to fund real estate projects.



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##### Table of Contents

The following table presents summarized financial information for unconsolidated companies for the years ended
December 31, 2008 and 2007, respectively (in thousands, except percentage data):



|                                             |  |                |           |      |   |                |  |      |  |       |         |  |   |         |  |      |  |   |           |  |   |          
|-------------------------------------------- |  | -------------- | --------- | ---- | - | -------------- |  | ---- |  | ----- | ------- |  | - | ------- |  | ---- |  | - | --------- |  | - | ---------
|                                             |  | Operating      |           |      |   | Development    |  |      |  |      
|                                             |  | Joint Ventures |           |      |   | Joint Ventures |  |      |  | Total
|                                             |  | 2008           |           | 2007 |   |                |  | 2008 |  | 2007  |         |  |   | 2008    |  | 2007
|Land, buildings and tenant improvements, net |  | $              | 1,802,999 |      | $ | 1,543,467      |  |      |  | $     | 215,385 |  | $ | 227,875 |  |      |  | $ | 2,018,384 |  | $ | 1,771,342
|Construction in progress                     |  |                | 44,071    |      |   | 41,157         |  |      |  |       | 148,082 |  |   | 64,639  |  |      |  |   | 192,153   |  |   | 105,796  
|Undeveloped land                             |  |                | 24,739    |      |   | 27,558         |  |      |  |       | 154,285 |  |   | 86,695  |  |      |  |   | 179,024   |  |   | 114,253  
|Other assets                                 |  |                | 191,149   |      |   | 158,978        |  |      |  |       | 47,897  |  |   | 35,638  |  |      |  |   | 239,046   |  |   | 194,616  
|                                             |  |                |           |      |   |                |  |      |  |       |         |  |   |         |  |      |  |   |           |  |   |          
|                                             |  | $              | 2,062,958 |      | $ | 1,771,160      |  |      |  | $     | 565,649 |  | $ | 414,847 |  |      |  | $ | 2,628,607 |  | $ | 2,186,007
|                                             |  |                |           |      |   |                |  |      |  |       |         |  |   |         |  |      |  |   |           |  |   |          
|                                             |  |                |           |      |   |                |  |     
|Indebtedness                                 |  | $              | 1,029,815 |      | $ | 873,611        |  |      |  | $     | 195,947 |  | $ | 115,509 |  |      |  | $ | 1,225,762 |  |   | 989,120  
|Other liabilities                            |  |                | 56,632    |      |   | 50,347         |  |      |  |       | 191,461 |  |   | 174,121 |  |      |  |   | 248,093   |  |   | 224,468  
|                                             |  |                |           |      |   |                |  |      |  |       |         |  |   |         |  |      |  |   |           |  |   |          
|                                             |  |                | 1,086,447 |      |   | 923,958        |  |      |  |       | 387,408 |  |   | 289,630 |  |      |  |   | 1,473,855 |  |   | 1,213,588
|Owners equity                               |  |                | 976,511   |      |   | 847,202        |  |      |  |       | 178,241 |  |   | 125,217 |  |      |  |   | 1,154,752 |  |   | 972,419  
|                                             |  |                |           |      |   |                |  |      |  |       |         |  |   |         |  |      |  |   |           |  |   |          
|                                             |  | $              | 2,062,958 |      | $ | 1,771,160      |  |      |  | $     | 565,649 |  | $ | 414,847 |  |      |  | $ | 2,628,607 |  | $ | 2,186,007
|                                             |  |                |           |      |   |                |  |      |  |       |         |  |   |         |  |      |  |   |           |  |   |          
|                                             |  |                |           |      |   |                |  |     
|Rental revenue                               |  | $              | 230,733   |      | $ | 207,584        |  |      |  | $     | 19,579  |  | $ | 8,271   |  |      |  | $ | 250,312   |  | $ | 215,855  
|                                             |  |                |           |      |   |                |  |      |  |       |         |  |   |         |  |      |  |   |           |  |   |          
|Gain on sale of properties                   |  | $              | 982       |      | $ | 13,688         |  |      |  | $     | 23,432  |  | $ | -       |  |      |  | $ | 24,414    |  | $ | 13,688   
|                                             |  |                |           |      |   |                |  |      |  |       |         |  |   |         |  |      |  |   |           |  |   |          
|Net income                                   |  | $              | 22,123    |      | $ | 40,099         |  |      |  | $     | 18,314  |  | $ | 1,626   |  |      |  | $ | 40,437    |  | $ | 41,725   
|                                             |  |                |           |      |   |                |  |      |  |       |         |  |   |         |  |      |  |   |           |  |   |          
|                                             |  |                |           |      |   |                |  |     
|Total square feet                            |  |                | 39,854    |      |   | 34,046         |  |      |  |       | 3,236   |  |   | 4,491   |  |      |  |   | 43,090    |  |   | 38,537   
|Percent leased                               |  |                | 91.19%    |      |   | 92.67%         |  |      |  |       | 33.05%  |  |   | 73.28%  |  |      |  |   | 86.66%    |  |   | 90,34%   
|Partnership ownership percentage             |  |                | 10%-50%   |      |   | 10%-50%        |  |      |  |       | 50%     |  |   | 50%     |  |      |  |   |           |  |   |          

We do not have any relationships with unconsolidated entities or financial partnerships (special purpose
entities) that have been established solely for the purpose of facilitating off-balance sheet arrangements.

Contractual Obligations

At December 31, 2008, we were subject to certain contractual payment obligations as described in the table below:



|                                                   |  |                                       |           |      |   |           |  |      |           |      |   |           |  |            |         |  |   |         |  |   |          
|-------------------------------------------------- |  | ------------------------------------- | --------- | ---- | - | --------- |  | ---- | --------- | ---- | - | --------- |  | ---------- | ------- |  | - | ------- |  | - | ---------
|                                                   |  | Payments due by Period (in thousands)
|Contractual Obligations                            |  | Total                                 |           | 2009 |   | 2010      |  | 2011 |           | 2012 |   | 2013      |  | Thereafter
|Long-term debt (1)                                 |  | $                                     | 5,000,789 |      | $ | 470,077   |  | $    | 369,059   |      | $ | 1,225,524 |  | $          | 347,894 |  | $ | 595,845 |  | $ | 1,992,390
|Lines of credit (2)                                |  |                                       | 491,374   |      |   | 7,053     |  |      | 474,589   |      |   | 9,732     |  |            | -       |  |   | -       |  |   | -        
|Share of debt of unconsolidated joint ventures (3) |  |                                       | 560,508   |      |   | 49,490    |  |      | 168,849   |      |   | 72,155    |  |            | 56,714  |  |   | 40,607  |  |   | 172,693  
|Ground leases                                      |  |                                       | 17,291    |      |   | 1,952     |  |      | 1,933     |      |   | 1,837     |  |            | 1,798   |  |   | 1,764   |  |   | 8,007    
|Operating leases                                   |  |                                       | 435       |      |   | 321       |  |      | 62        |      |   | 41        |  |            | 11      |  |   | -       |  |   | -        
|Development and construction backlog costs (4)     |  |                                       | 1,096,004 |      |   | 587,265   |  |      | 405,413   |      |   | 103,326   |  |            | -       |  |   | -       |  |   | -        
|Future land acquisitions (5)                       |  |                                       | 7,950     |      |   | 7,950     |  |      | -         |      |   | -         |  |            | -       |  |   | -       |  |   | -        
|Other (6)                                          |  |                                       | 2,979     |      |   | 1,137     |  |      | 482       |      |   | 248       |  |            | 252     |  |   | 258     |  |   | 602      
|                                                   |  |                                       |           |      |   |           |  |      |           |      |   |           |  |            |         |  |   |         |  |   |          
|Total Contractual Obligations                      |  | $                                     | 7,177,330 |      | $ | 1,125,245 |  | $    | 1,420,387 |      | $ | 1,412,863 |  | $          | 406,669 |  | $ | 638,474 |  | $ | 2,173,692
|                                                   |  |                                       |           |      |   |           |  |      |           |      |   |           |  |            |         |  |   |         |  |   |          



|(1) | Our long-term debt consists of both secured and unsecured debt and includes both principal and interest. Interest expense for variable rate debt was calculated using the interest
rate at December 31, 2008.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Our unsecured lines of credit consist of an operating line of credit that matures January 2010 and the line of credit of a consolidated subsidiary that matures July 2011. We may, at
our option, extend the term of our operating line of credit by one year. Interest expense for our unsecured lines of credit was calculated using the most recent stated interest rates that were in effect.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Our share of unconsolidated joint venture debt includes both principal and interest. Interest expense for variable rate debt was calculated using the interest rate at
December 31, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Represents estimated remaining costs on the completion of held-for-rental, Build-for-Sale and third-party construction projects.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(5) | These land acquisitions are subject to the completion of due diligence requirements, resolution of certain contingencies and completion of customary closing conditions. In most
cases, we may withdraw from land purchase contracts and the sellers only recourse is earnest money deposits that we have already paid.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Represents other contractual obligations.
|--- | -----------------------------------------

Related Party
Transactions

We provide property management, leasing, construction and other tenant related services to unconsolidated companies in which we have
equity interests. For the years ended December 31, 2008, 2007 and 2006, respectively, we earned management fees of $7.8 million, $7.1 million and $4.4 million, leasing fees of $2.8 million, $4.2 million and $2.9 million and construction and
development fees of $12.7 million, $13.1 million and $19.1 million from these companies. We recorded these fees based on contractual terms that approximate market rates for these types of services and we have eliminated our ownership percentages of
these fees in the consolidated financial statements.



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Commitments and Contingencies

We have guaranteed the repayment of $68.1 million of economic development bonds issued by various municipalities in connection with certain commercial developments. We will be required to make payments under our
guarantees to the extent that incremental taxes from specified developments are not sufficient to pay the bond debt service. Management does not believe that it is probable that we will be required to make any significant payments in satisfaction of
these guarantees.

We also have guaranteed the repayment of secured and unsecured loans of nine of our unconsolidated subsidiaries. At December 31,
2008, the maximum guarantee exposure for these loans was approximately $255.1 million. Additionally, we guaranteed $29.0 million of secured indebtedness related to a property sold to a third party in 2006. Management believes that the value of the
underlying real estate exceeds the associated loan balances and that we will not be required to satisfy these guarantees.

We have entered into agreements,
subject to the completion of due diligence requirements, resolution of certain contingencies and completion of customary closing conditions, for the future acquisitions of land totaling $8.0 million. In most cases, we may withdraw from land purchase
contracts and the sellers only recourse is earnest money deposits that we have already paid.

In October 2000, we sold or contributed industrial
properties and undeveloped land with a fair value of $487.0 million to a joint venture (Dugan Realty LLC) in which we have a 50% interest and recognized a net gain of $35.2 million. In connection with this transaction, the joint venture partners
were given an option to put up to a $50.0 million interest in the joint venture to us in exchange for the General Partners common stock or cash (at the General Partners option), subject to certain timing and other restrictions. As a
result of this put option, we deferred $10.2 million of gain on sale of depreciated property and recorded a $50.0 million liability.

We are subject to
various legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, the amount of any ultimate liability with respect to these actions will not materially affect our consolidated financial statements or
results of operations.

Recent Accounting Pronouncements

In May 2008, the FASB ratified FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB
14-1) that will require separate accounting for the debt and equity components of convertible instruments. FSP APB 14-1 will require that the value assigned to the debt component would be the estimated fair value of a similar bond without the
conversion feature, which would result in the debt being recorded at a discount. The resulting debt discount will be amortized over the period during which the debt is expected to be outstanding (i.e., through the first optional redemption date) as
additional non-cash interest expense. FSP APB 14-1 is effective January 1, 2009 and will be applied retrospectively. We currently estimate that FSP APB 14-1 will result in us recognizing additional non-cash interest expense of between $5.5
million and $7.5 million per annum.

Item 7A.  Quantitative and Qualitative Disclosure About Market Risks

We are exposed to interest rate changes primarily as a result of our line of credit and long-term debt borrowings. Our interest rate risk management
objective is to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we borrow primarily at fixed rates and may enter into derivative financial instruments such as
interest rate swaps, caps and treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our two outstanding swaps, that fixed
the rates on two of our variable rate loans, were not significant to the Financial Statements in terms of notional amount or fair value at December 31, 2008.



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##### Table of Contents

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts (in
thousands) of the expected annual maturities, weighted average interest rates for the average debt outstanding in the specified period, fair values and other terms required to evaluate the expected cash flows and sensitivity to interest rate
changes.



|                               |  |      |         |      |   |         |  |      |           |      |   |            |  |       |         |            |   |           |  |   |           |  |   |          
|------------------------------ |  | ---- | ------- | ---- | - | ------- |  | ---- | --------- | ---- | - | ---------- |  | ----- | ------- | ---------- | - | --------- |  | - | --------- |  | - | ---------
|                               |  | 2009 |         | 2010 |   | 2011    |  | 2012 |           | 2013 |   | Thereafter |  | Total |         | Fair Value
|Fixed rate secured debt        |  | $    | 10,247  |      | $ | 9,967   |  | $    | 22,177    |      | $ | 9,292      |  | $     | 8,009   |            | $ | 437,679   |  | $ | 497,371   |  | $ | 438,049  
|Weighted average interest rate |  |      | 6.92%   |      |   | 6.85%   |  |      | 7.14%     |      |   | 6.67%      |  |       | 6.48%   |            |   | 6.03%     |  |   |           |  |   |          
|                               |  |      |         |      |   |         |  |     
|Variable rate secured debt     |  | $    | 710     |      | $ | 750     |  | $    | 785       |      | $ | 830        |  | $     | 880     |            | $ | 4,335     |  | $ | 8,290     |  | $ | 8,290    
|Weighted average interest rate |  |      | 3.85%   |      |   | 3.84%   |  |      | 3.84%     |      |   | 3.84%      |  |       | 3.83%   |            |   | 3.92%     |  |   |           |  |   |          
|                               |  |      |         |      |   |         |  |     
|Fixed rate unsecured notes     |  | $    | 246,740 |      | $ | 164,728 |  | $    | 1,021,000 |      | $ | 200,000    |  | $     | 475,000 |            | $ | 1,200,000 |  | $ | 3,307,468 |  | $ | 2,196,689
|Weighted average interest rate |  |      | 7.34%   |      |   | 5.37%   |  |      | 5.08%     |      |   | 5.87%      |  |       | 6.50%   |            |   | 6.21%     |  |   |           |  |   |          
|                               |  |      |         |      |   |         |  |     
|Unsecured lines of credit      |  | $    | -       |      | $ | 474,000 |  | $    | 9,659     |      | $ | -          |  | $     | -       |            | $ | -         |  | $ | 483,659   |  | $ | 477,080  
|Rate at December 31, 2008      |  |      | N/A     |      |   | 1.34%   |  |      | 1.32%     |      |   | N/A        |  |       | N/A     |            |   | N/A       |  |   |           |  |   |          

As the table incorporates only those exposures that exist as of December 31, 2008, it does not consider those
exposures or positions that could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time and
interest rates.

At December 31, 2007 the redemption value of our unsecured notes was $3.2 billion and we estimated the fair value of those unsecured
notes to be $3.1 billion. Our unsecured notes are thinly traded and our estimate of the fair value of those notes, when compared to the redemption values of those notes, has declined significantly since December 31, 2007 largely as the result
of recent comparable trades at significant discounts as well as overall market conditions having the effect of increasing credit spreads.

Interest expense
on our unsecured lines of credit will be affected by future fluctuations in the LIBOR indices. The interest rate at such point in the future as we may renew, extend or replace our unsecured lines of credit and other long-term debt borrowings will be
heavily dependent upon the state of the credit environment.

Item 8.   Financial Statements and Supplementary
Data

The financial statements and supplementary data are included under Item 15 of this Report.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There was no change or disagreement with our accountants related to our accounting and financial disclosures.

Item 9A.   Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. The controls evaluation was done under the supervision and
with the participation of management, including the General Partners Principal Executive Officer and Principal Financial Officer.

Attached as
exhibits to this Report are certifications of the General Partners Principal Executive Officer and Principal Financial Officer, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934. This Controls and
Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Disclosure controls and procedures (as defined in Rule 13a-15 and 15d-15f under the Securities Exchange Act of 1934 (the Exchange Act) are controls and other
procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time periods specified in the SECs
rules and



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forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the
General Partners principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Based on the disclosure controls and procedures evaluation referenced above, the General Partners Principal Executive Officer and Principal Financial Officer has concluded that as of the end of the period covered by this Report, our
disclosure controls and procedures were effective.

Managements annual report on internal control over financial reporting and the audit report of
our registered public accounting firm are included in Item 15 of Part IV under the headings Managements Report on Internal Control and Report of Independent Registered Public Accounting Firm, respectively, and are
incorporated herein by reference.

There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2008, that
have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.  Other Information

There was no information required to be disclosed in a report on Form
8-K during the fourth quarter of 2008 for which no Form 8-K was filed.

PART III

Item 10.  Directors and Executive Officers of the Registrant

The Partnership does not have any directors or executive officers. The following is a summary of the executive officers of the General Partner as of February 27, 2009:

Dennis D. Oklak, age 55. Mr. Oklak, the General Partners Principal Executive Officer and Principal Financial Officer, was named Chief
Executive Officer of the General Partner in April 2004, and was elected Chairman of the Board of Directors in April 2005. He served as President and Chief Executive Officer from April 2004 to April 2005. He was Co-Chief Operating Officer from April
2002 through January 2003, at which time he was named President and Chief Operating Officer. Mr. Oklak assumed the position of Executive Vice President and Chief Administrative Officer in 1997. From 1986 through 1997, Mr. Oklak served in various
financial positions of the General Partner. He is also a member of the board of directors of recreational vehicle manufacturer Monaco Coach Corporation and the board of directors of the Central Indiana Corporate Partnership. Mr. Oklak also serves on
the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. Mr. Oklak has served as a director of the General Partner since 2004.

Christie B. Kelly, age 47. Ms. Kelly was appointed as Executive Vice President and Chief Financial Officer of the General Partner effective February 27, 2009. Ms. Kelly has 25 years of experience ranging
from financial planning and strategic development to senior leadership roles in financial management, mergers and acquisitions, information technology and investment banking. Prior to joining the General Partner, Ms. Kelly served as Senior Vice
President of the Global Real Estate Group at Lehman Brothers from 2007 to February 2009. Previously, Ms. Kelly was employed by General Electric Company from 1983 to 2007 and served in numerous finance and operational leadership roles, including
Business Development Leader for Mergers and Acquisitions for GE Real Estate from 2003 to 2007.

Robert M. Chapman, age 55. Mr. Chapman has
served as Chief Operating Officer of the General Partner since August 2007. He served as Senior Executive Vice President, Real Estate Operations, from November 2003 to July 2007. From 1999 through November 2003, Mr. Chapman served in various real
estate investment and operating positions of the General Partner. Mr. Chapman serves as a director for Rock-Tenn Company, a leading manufacturer of packaging products, merchandising displays and bleached and recycled paperboard.



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Howard L. Feinsand, age 61. Mr. Feinsand has served as the General Partners Executive Vice
President and General Counsel since 1999 and, since 2003, also has served as the General Partners Corporate Secretary. Mr. Feinsand served on the General Partners Board of Directors from 1988 to January 2003. Mr. Feinsand
serves as vice chair of the board of directors of The Alliance Theatre at the Woodruff Arts Center in Atlanta, Georgia, the predominant regional theatre for the southeastern United States. Mr. Feinsand is a director of the Center for Jewish
Educational Experiences and a trustee of the Jewish Federation of Greater Atlanta.

Steven R. Kennedy, age52. Mr. Kennedy was
named as the General Partners Executive Vice President, Construction on January 1, 2004. From 1986 until 2004, he served in various capacities in the construction group, most recently as Senior Vice President. Mr. Kennedy serves as
Vice Chair of the advisory council for Purdue Universitys School of Engineering.

All other information required by this item is contained in the
General Partners Proxy Statement and is incorporated herein by reference.

Item 11.  Executive
Compensation

The information required by Item 11 is contained in the General Partners Proxy Statement and is incorporated herein by
reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

The information required by Item 12 of this Report is contained in the General Partners Proxy Statement, and is incorporated herein
by reference.

Item 13.  Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is contained in the General Partners Proxy Statement, and is incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services

The information required by Item 14 is contained in the General Partners Proxy Statement, and is incorporated herein by reference.

PART IV

Item 15.  Exhibits and Financial Statement Schedules



|(a) | The following documents are filed as part of this Annual Report:
|--- | ----------------------------------------------------------------



| | 1. | Consolidated Financial Statements
| | -- | ---------------------------------

The following
Consolidated Financial Statements, together with the Managements Report on Internal Control and the Report of Independent Registered Public Accounting Firm are listed below:



|                                                                                          |  | 
|----------------------------------------------------------------------------------------- |  | 
|Managements Report on Internal Control                                                   |  | 
|Report of Independent Registered Public Accounting Firm                                   |  | 
|Consolidated Balance Sheets, December 31, 2008 and 2007                                   |  | 
|Consolidated Statements of Operations, Years Ended December 31, 2008, 2007 and 2006       |  | 
|Consolidated Statements of Cash Flows, Years Ended December 31, 2008, 2007 and 2006       |  | 
|Consolidated Statements of Partners Equity, Years Ended December 31, 2008, 2007 and 2006 |  | 
|Notes to Consolidated Financial Statements                                                |  | 



| | 2. | Consolidated Financial Statement Schedules
| | -- | ------------------------------------------

Schedule III  Real Estate and Accumulated Depreciation



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| | 3. | Exhibits
| | -- | --------

The following exhibits are filed with
this Form 10-K or incorporated herein by reference to the listed document previously filed with the SEC. Previously unfiled documents are noted with an asterisk (*).



|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|         | 
|3.1(i)   |  | Certificate of Limited Partnership of Duke Realty Limited Partnership, dated September 17, 1993 (filed as Exhibit 3.1(i) to the Partnerships Annual Report on Form 10-K for the year ended
December 31, 2006, as filed with the SEC on March 13, 2007, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                   
|         | 
|3.2(i)   |  | Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (filed as Exhibit 3.2(i) to the Partnerships Annual Report on Form 10-K for the year ended
December 31, 2006, as filed with the SEC on March 13, 2007, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                   
|         | 
|3.2(ii)  |  | Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (filed as Exhibit 10.3 to the General Partners Annual Report on Form
10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).                                                                                                                                                          
|         | 
|3.2(iii) |  | Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (filed as Exhibit 10.4 to the General Partners Annual Report on Form
10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).                                                                                                                                                           
|         | 
|3.2(iv)  |  | Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (filed as Exhibit 10.5 to the General Partners Annual Report on Form
10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).                                                                                                                                                          
|         | 
|3.2(v)   |  | Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated August 25, 2003, establishing the amount, terms and rights of Duke
Realty Limited Partnerships 6.625% Series J Cumulative Redeemable Preferred Units (filed as Exhibit 10.6 to the General Partners Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 7,
2006, File No. 001-09044, and incorporated herein by this reference).  
|         | 
|3.2(vi)  |  | Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated February 13, 2004, establishing the amount, terms and rights of Duke
Realty Limited Partnerships 6.5% Series K Cumulative Redeemable Preferred Units (filed as Exhibit 10.7 to the General Partners Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 7, 2006,
File No. 001-09044, and incorporated herein by this reference).  
|         | 
|3.2(vii) |  | Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated November 30, 2004, establishing the amount, terms and rights of Duke
Realty Limited Partnerships 6.6% Series L Cumulative Redeemable Preferred Units (filed as Exhibit 10.8 to the General Partners Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 7, 2006,
File No. 001-09044, and incorporated herein by this reference).



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|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|3.2(viii) |  | Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated January 31, 2006, establishing the amount, terms and rights of Duke
Realty Limited Partnerships 6.95% Series M Cumulative Redeemable Preferred Units (filed as Exhibit 3.1 to the Current Report on Form 8-K, as filed with the SEC on February 6, 2006, File No. 000-20625, and incorporated herein by this
reference).                                                                                                                                                                           
|          | 
|3.2(ix)   |  | Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated June 30, 2006, establishing the amount, terms and rights of Duke
Realty Limited Partnerships 7.25% Series N Cumulative Redeemable Preferred Units (filed as Exhibit 3.1 to the Partnerships Current Report on Form 8-K, as filed with the SEC on July 5, 2006, File No. 000-20625, and incorporated herein by
this reference).                                                                                                                                                                 
|          | 
|3.2(x)    |  | Tenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated April 30, 2007, deleting those exhibits setting forth the rights of
the Partnerships previously issued Series A Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series H Preferred Units and Series I Preferred Units, (filed as Exhibit 3.2(x) to the
Partnerships Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, as filed with the SEC on August 13, 2007, File No. 000-20625, and incorporated herein by this reference).
|          | 
|3.2(xi)   |  | Eleventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated April 30, 2007, deleting those exhibits setting forth the rights
of the Partnerships previously issued Series B Preferred Units (filed as Exhibit 3.2(xi) to the Partnerships Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC on March 6, 2008, File No. 000-20625, and
incorporated herein by this reference).                                                                                                                                      
|          | 
|3.2(xii)  |  | Twelfth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, establishing the amount, terms and rights of Duke Realty Limited
Partnerships 8.375% Series O Cumulative Redeemable Preferred Units (filed as Exhibit 3.1 to the Partnerships Current Report on Form 8-K, as filed with the SEC on February 27, 2008, and incorporated herein by this
reference).                                                                                                                                                                                                  
|          | 
|3.2(xiii) |  | Thirteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, deleting the exhibit setting forth the rights of the
Partnerships Series C Preferred Units (filed as Exhibit 3.2(xiii) to the Partnerships Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, as filed with the SEC on November 13, 2008, File No. 000-20625, and
incorporated herein by this reference).                                                                                                                                                                  
|          | 
|4.1(i)    |  | Third Restated Articles of Incorporation of Duke Realty Corporation (filed as Exhibit 3.1 to the General Partners Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as
filed with the SEC on May 13, 2003, File No. 001-09044, and incorporated herein by this reference).                                                                                                                                                                                                                                                                                                                                  
|          | 
|4.1(ii)   |  | Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of the General Partners 6.625% Series J Cumulative
Redeemable Preferred Shares (filed as Exhibit 3 to the General Partners Current Report on Form 8-K, as filed with the SEC on August 27, 2003, File No. 001-09044, and incorporated herein by this reference).                                                                                                                                                                                                                             
|          | 
|4.1(iii)  |  | Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of the General Partners 6.5% Series K Cumulative Redeemable
Preferred Shares (filed as Exhibit 3 to the General Partners Current Report on Form 8-K, as filed with the SEC on February 26, 2004, File No. 001-09044, and incorporated herein by this reference).                                                                                                                                                                                                                             



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|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|4.1(iv)   |  | Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of the General Partners 6.6% Series L Cumulative Redeemable
Preferred Shares (filed as Exhibit 3.1 of the General Partners Current Report on Form 8-K, as filed with the SEC on November 29, 2004, File No. 001-09044, and incorporated herein by reference).                                                                                            
|          | 
|4.1(v)    |  | Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of the General Partners 7.25% Series N Cumulative Redeemable
Preferred Shares (filed as Exhibit 3.1 to the General Partners Current Report on Form 8-K, as filed with the SEC on July 6, 2006, and incorporated herein by this reference).                                                                                                               
|          | 
|4.1(vi)   |  | Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, amending the Designating Amendment to the Third Restated Articles of Incorporation of Duke Realty
Corporation, establishing the amount, terms and rights of the General Partners 6.95% Series M Cumulative Redeemable Preferred Shares (filed as Exhibit 3.2 to the General Partners Current Report on Form 8-K, as filed with the SEC on July
6, 2006, and incorporated herein by this reference).
|          | 
|4.1(vii)  |  | Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, deleting Exhibits A, D, E, F, H and I and de-designating the related series of preferred shares (filed as
Exhibit 3.1(viii) to the General Partners Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, as filed with the SEC on August 7, 2007, File No. 001-09044, and incorporated herein by this reference).                                                                     
|          | 
|4.1(viii) |  | Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, deleting Exhibit B and de-designating the related series of preferred shares (filed as Exhibit 3.1(viii) to
the General Partners Annual Report on Form 10-K, as filed with the SEC on February 29, 2008, File No. 001-09044, and incorporated herein by this reference).                                                                                                                            
|          | 
|4.1(ix)   |  | Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of Duke Realty Corporations 8.375% Series O Cumulative
Redeemable Preferred Shares (filed as Exhibit 3.1 to the General Partners Registration Statement on Form 8-A, as filed with the SEC on February 22, 2008, File No. 001-09044, and incorporated herein by this reference).                                                                         
|          | 
|4.1(x)    |  | Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, deleting Exhibit C and de-designating the related Series C Junior Preferred Shares (filed as Exhibit 3.1(x)
to the General Partners Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, as filed with the SEC on November 7, 2008, File No. 001-09044, and incorporated herein by this reference).                                                                              
|          | 
|4.2(i)    |  | Third Amended and Restated Bylaws of Duke Realty Corporation (filed as Exhibit 3.2 to the General Partners Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as filed with
the SEC on May 13, 2003, File No. 001-09044, and incorporated herein by this reference).                                                                                                                                                                                                     
|          | 
|4.2(ii)   |  | Amendment No. 1 to the Third Amended and Restated By-Laws of Duke Realty Corporation (filed as Exhibit 3.1 to the General Partners Current Report on Form 8-K, as filed with the SEC on
February 7, 2008, File No. 001-09044, and incorporated herein by this reference).                                                                                                                                                                                                                 
|          | 
|4.3(i)    |  | Indenture, dated September 19, 1995, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4.1 to the General Partners Current Report on
Form 8-K, as filed with the SEC on September 22, 1995, File No. 001-09044, and incorporated herein by this reference).                                                                                                                                                                       



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|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|4.3(ii)   |  | Fourth Supplemental Indenture, dated August 21, 1997, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4.8 to the General
Partners Registration Statement on Form S-4, as filed with the SEC on May 4, 1999, File No. 333-77645, and incorporated herein by this reference).                                                                                                                                                                                                                                                              
|          | 
|4.3(iii)  |  | Sixth Supplemental Indenture, dated February 12, 1999, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4 to the Partnerships
Current Report on Form 8-K, as filed with the SEC on February 12, 1999, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                                                                                                     
|          | 
|4.3(iv)   |  | Eighth Supplemental Indenture, dated November 16, 1999, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnerships Current
Report on Form 8-K, as filed with the SEC on November 15, 1999, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                                                                                                          
|          | 
|4.3(v)    |  | Ninth Supplemental Indenture, dated March 5, 2001, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnerships Current Report
on Form 8-K, as filed with the SEC on March 2, 2001, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                                                                                                                   
|          | 
|4.3(vi)   |  | Eleventh Supplemental Indenture, dated August 26, 2002, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnerships Current
Report on Form 8-K, as filed with the SEC on August 26, 2002, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                                                                                                            
|          | 
|4.3(vii)  |  | Twelfth Supplemental Indenture, dated January 16, 2003, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnerships Current
Report on Form 8-K, as filed with the SEC on January 16, 2003, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                                                                                                           
|          | 
|4.3(viii) |  | Thirteenth Supplemental Indenture, dated May 22, 2003, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnerships Current
Report on Form 8-K, as filed with the SEC on May 22, 2003, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                                                                                                                
|          | 
|4.3(ix)   |  | Seventeenth Supplemental Indenture, dated August 16, 2004, between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, Trustee (filed as Exhibit 4 to the
Partnerships Current Report on Form 8-K, as filed with the SEC on August 18, 2004, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                                                                                      
|          | 
|4.3(x)    |  | Nineteenth Supplemental Indenture, dated as of March 1, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association (successor in interest to Bank
One Trust Company, N.A.), including the form of global note evidencing the 5.5% Senior Notes Due 2016 (filed as Exhibit 4.1 to the Partnerships Current Report on Form 8-K, as filed with the SEC on March 3, 2006, File No. 000-20625, and
incorporated herein by this reference).                                                                                                                
|          | 
|4.3(xi)   |  | Twentieth Supplemental Indenture, dated as of July 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association (successor in interest to The
First National Bank of Chicago), modifying certain financial covenants contained in Sections 1004 and 1005 of the Indenture, dated September 19, 1995, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as
Exhibit 4.1 to the Partnerships Current Report on Form 8-K, filed with the SEC on July 28, 2006, and incorporated herein by this reference).



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|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|4.4(i)    |  | Indenture, dated as of July 28, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association (filed as Exhibit 4.1 to the General Partners
automatic shelf registration statement on Form S-3, filed with the SEC on July 31, 2006, and incorporated herein by this reference).                                                                                                                                             
|          | 
|4.4(ii)   |  | First Supplemental Indenture, dated as of August 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, including the form of global note
evidencing the 5.625% Senior Notes Due 2011 (filed as Exhibit 4.1 to the Partnerships Current Report on Form 8-K, as filed with the SEC on August 30, 2006, and incorporated herein by this reference).                                                                
|          | 
|4.4(iii)  |  | Second Supplemental Indenture, dated as of August 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, including the form of global note
evidencing the 5.95% Senior Notes Due 2017 (filed as Exhibit 4.2 to the Partnerships Current Report on Form 8-K, as filed with the SEC on August 30, 2006, and incorporated herein by this reference).                                                                
|          | 
|4.4(iv)   |  | Third Supplemental Indenture, dated as of September 11, 2007, by and between Duke Realty Limited Partnership and The Bank of New York Trust Company, N.A. (as successor to J.P. Morgan Trust
Company, National Association), including the form of global note evidencing the 6.50% Senior Notes Due 2018 (filed as exhibit 4.1 to the Partnerships Current Report on Form 8-K, as filed with the SEC on September 12, 2007, and incorporated
herein by this reference).
|          | 
|4.4(v)    |  | Fourth Supplemental Indenture, dated as of May 8, 2008, by and between Duke Realty Limited Partnership and The Bank of New York Trust Company, N.A. (as successor to J.P. Morgan Trust Company,
National Association), including the form of global note evidencing the 6.25% Senior Notes due 2013 (filed as Exhibit 4.1 to the Partnerships Current Report on Form 8-K, as filed with the SEC on May 8, 2008, and incorporated herein by this
reference).             
|          | 
|4.5       |  | Indenture, dated November 22, 2006, by and among Duke Realty Limited Partnership, the General Partner and The Bank of New York Trust Company, N.A., as trustee, including the form of 3.75%
Exchangeable Senior Note due 2011 (filed as Exhibit 4.1 to the Partnerships Current Report on Form 8-K, as filed with the Commission on November 29, 2006, File No. 000-20625, and incorporated herein by this reference).                                                  
|          | 
|4.6       |  | Deposit Agreement, dated as of January 31, 2006, by and among the General Partner, American Stock Transfer & Trust Company, as depositary, and the holders from time to time of the Depositary
Receipts (which includes as an exhibit the form of Depositary Receipts filed as Exhibit 4.1 to the General Partners Current Report on Form 8-K, as filed with the SEC January 31, 2006, File No. 001-09044, and incorporated herein by this
reference).                  
|          | 
|10.1(i)   |  | Second Amended and Restated Agreement of Limited Partnership of Duke Realty Services Limited Partnership (the Services Partnership), dated as of September 30, 1994 (filed as Exhibit
10.3 to the General Partners Annual Report on Form 10-K for the year ended December 31, 1994, as filed with the SEC on February 21, 1996, File No. 001-09044, and incorporated herein by this reference).                                                                       
|          | 
|10.1(ii)  |  | First Amendment to Second Amended and Restated Agreement of Limited Partnership of the Services Partnership, dated July 23, 1998 (filed as Exhibit 10.7 to the General Partners Annual
Report on Form 10-K for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated by this reference).                                                                                                                      
|          | 
|10.1(iii) |  | Second Amendment to Second Amended and Restated Agreement of Limited Partnership of the Services Partnership, dated October 26, 1995 (filed as Exhibit 10.8 to the General Partners Annual
Report on Form 10-K for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated by this reference).                                                                                                                  



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|           |  |                                                                                                                                                                                                                                                                                                                                                                
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           | 
|10.1(iv)   |  | Third Amendment to Second Amended and Restated Agreement of Limited Partnership of the Services Partnership, effective as of January 1, 2002 (filed as Exhibit 10.9 to the General
Partners Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated by this reference).
|           | 
|10.2       |  | Promissory Note of the Services Partnership (filed as Exhibit 10.3 to the General Partners Registration Statement on Form S-2, as filed with the SEC on June 8, 1993, File No. 33-64038, and
incorporated herein by this reference).                                                                                                                          
|           | 
|10.3(i)    |  | 1995 Key Employee Stock Option Plan of the General Partner (filed as Exhibit 10.13 to the General Partners Annual Report on Form 10-K for the year ended December 31, 1995, as filed with
the SEC on March 30, 1995, File No. 001-09044, and incorporated herein by this reference).#                                                                         
|           | 
|10.3(ii)   |  | Amendment One to the 1995 Key Employees Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.19 to the General Partners Annual Report on Form 10-K405 for the year
ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#                                     
|           | 
|10.3(iii)  |  | Amendment Two to the 1995 Key Employees Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.20 to the General Partners Annual Report on Form 10-K405 for the year
ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#                                     
|           | 
|10.3(iv)   |  | Amendment Three to the 1995 Key Employees Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.21 to the General Partners Annual Report on Form 10-K405 for the
year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#                                   
|           | 
|10.3(v)    |  | Amendment Four to the 1995 Key Employees Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.22 to the General Partners Annual Report on Form 10-K405 for the year
ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#                                    
|           | 
|10.3(vi)   |  | Amendment Five to the 1995 Key Employees Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.23 to the General Partners Annual Report on Form 10-K405 for the year
ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#                                    
|           | 
|10.3(vii)  |  | Amendment Six to the 1995 Key Employees Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.24 to the General Partners Annual Report on Form 10-K405 for the year
ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#                                     
|           | 
|10.3(viii) |  | Amendment Seven to the 1995 Key Employees Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.1 to the General Partners Quarterly Report on Form 10-Q, as filed
with the SEC on November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#                                                                      
|           | 
|10.3(ix)   |  | Amendment Nine to the 1995 Key Employees Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.3 to the General Partners Quarterly Report on Form 10-Q, as filed
with the SEC on October 9, 2005, File No. 001-09044, and incorporated herein by this reference).#                                                                         
|           | 
|10.3(x)    |  | Amendment Ten to the 1995 Key Employees Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.4 to the General Partners Quarterly Report on Form 10-Q, as filed with
the SEC on November 8, 2006, File No. 001-09044, and incorporated herein by this reference).#                                                                         



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##### Table of Contents

|          |  |                                                                                                                                                                                                                                                                                                                       
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|10.4(i)   |  | 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.15 to the General Partners Annual Report on Form 10-K for the year ended December 31, 1995, as filed with
the SEC on March 30, 1995, File No. 001-09044, and incorporated herein by this reference).#                                   
|          | 
|10.4(ii)  |  | Amendment One to the 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.29 to the General Partners Annual Report on Form 10-K405 for the year ended December 31,
2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#           
|          | 
|10.4(iii) |  | Amendment Two to the 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.30 to the General Partners Annual Report on Form 10-K405 for the year ended December 31,
2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#           
|          | 
|10.4(iv)  |  | Amendment Three to the 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.31 to the General Partners Annual Report on Form 10-K405 for the year ended December 31,
2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#         
|          | 
|10.4(v)   |  | Amendment Four to the 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.2 to the General Partners Quarterly Report on Form 10-Q, as filed with the SEC on
November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#                                             
|          | 
|10.4(vi)  |  | Amendment Five to the 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.2 to the General Partners Quarterly Report on Form 10-Q, as filed with the SEC on October
9, 2005, File No. 001-09044, and incorporated herein by this reference).#                                               
|          | 
|10.5(i)   |  | 1999 Directors Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as Annex F to the prospectus in the General Partners Registration Statement on
Form S-4, as filed with the SEC on May 4, 1999, File No. 333-77645, and incorporated herein by this reference).#                 
|          | 
|10.5(ii)  |  | Amendment One to the 1999 Directors Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as Appendix B of the Registrants Definitive Proxy Statement
on Schedule 14A, as filed with the SEC on March 15, 2005, File No. 001-09044, and incorporated herein by this reference).#     
|          | 
|10.6(i)   |  | 1999 Salary Replacement Stock Option and Dividend Increase Unit Plan (filed as Annex G to the prospectus in the General Partners Registration Statement on Form S-4, as filed with the SEC
on May 4, 1999, File No. 333-77645, and incorporated herein by this reference).#                                          
|          | 
|10.6(ii)  |  | Amendment One to the 1999 Salary Replacement Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.3 to the General Partners Quarterly Report
on Form 10-Q, as filed with the SEC on November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#
|          | 
|10.6(iii) |  | Amendment Two to the 1999 Salary Replacement Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.4 to the General Partners Quarterly Report
on Form 10-Q, as filed with the SEC on November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#
|          | 
|10.7(i)   |  | 2000 Performance Share Plan of Duke-Weeks Realty Corporation (filed as Exhibit A of the Registrants Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 15, 2001,
File No. 001-09044, and incorporated herein by this reference).#                                                            



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|          |  |                                                                                                                                                                                                                                                                                                             
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|10.7(ii)  |  | Amendment One to the 2000 Performance Share Plan of Duke-Weeks Realty Corporation (filed as Exhibit 10.6 to the General Partners Quarterly Report on Form 10-Q, as filed with the SEC on
November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#                               
|          | 
|10.7(iii) |  | Amendment Two to the 2000 Performance Share Plan of Duke-Weeks Realty Corporation (filed as Exhibit 10.42 to the General Partners Annual Report on Form 10-K for the year ended December 31,
2003, as filed with the SEC on March 5, 2004, File No. 001-09044, and incorporated herein by this reference).#
|          | 
|10.7(iv)  |  | Amendment Three to the 2000 Performance Share Plan of Duke-Weeks Realty Corporation (filed as Exhibit 99.1 to the General Partners Current Report on Form 8-K, as filed with the SEC on May
2, 2006, File No. 001-09044, and incorporated herein by this reference).#                                      
|          | 
|10.8(i)   |  | Dividend Increase Unit Plan of the Services Partnership (filed as Exhibit 10.25 to the General Partners Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with
the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#                      
|          | 
|10.8(ii)  |  | Amendment One to the Dividend Increase Unit Plan of the Services Partnership (filed as Exhibit 10.26 to the General Partners Annual Report on Form 10-K405 for the year ended December 31,
2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).# 
|          | 
|10.8(iii) |  | Amendment Two to the Dividend Increase Unit Plan of the Services Partnership (filed as Exhibit 10.27 to the General Partners Annual Report on Form 10-K405 for the year ended December 31,
2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).# 
|          | 
|10.8(iv)  |  | Amendment Three to the Dividend Increase Unit Plan of the Services Partnership (filed as Exhibit 10.5 to the General Partners Quarterly Report on Form 10-Q, as filed with the SEC on
November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#                                  
|          | 
|10.8(v)   |  | Amendment Four to the Dividend Increase Unit Plan of the Services Partnership (filed as Exhibit 10.30 to the General Partners Annual Report on Form 10-K for the year ended December 31,
2004, as filed with the SEC on March 4, 2005, File No. 001-09044, and incorporated herein by this reference).#    
|          | 
|10.9(i)   |  | Directors Deferred Compensation Plan of Duke-Weeks Realty Corporation (filed as Exhibit 10.5 to the General Partners Quarterly Report on Form 10-Q, as filed with the SEC on November
8, 2006, File No. 001-09044, and incorporated herein by this reference).#                                           
|          | 
|10.9(ii)  |  | Amendment One to the Directors Deferred Compensation Plan of Duke-Weeks Realty Corporation (filed as Exhibit 10.21(ii) to the General Partners Annual Report on Form 10-K, as filed
with the SEC on March 31, 2007, File No. 001-09044, and incorporated herein by this reference).#                      
|          | 
|10.9(iii) |  | Amendment Two to the Directors Deferred Compensation Plan of Duke-Weeks Realty Corporation (filed as Exhibit 10.4 to the General Partners Quarterly Report on Form 10-Q, as filed with
the SEC on October 9, 2005, File No. 001-09044, and incorporated herein by this reference).#                       
|          | 
|10.9(iv)  |  | Amendment Three to the Directors Deferred Compensation Plan of Duke-Weeks Realty Corporation (filed as Exhibit 99.2 to the General Partners Registration Statement on Form S-8, as
filed with the SEC on March 24, 2004, File No. 333-113907, and incorporated herein by this reference).#                



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|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           | 
|10.10(i)   |  | Duke Realty Corporation 2005 Long-Term Incentive Plan (filed as Appendix A to the General Partners Definitive Proxy Statement on Schedule 14A, dated March 16, 2005, as filed with the
SEC on March 16, 2005, File No. 001-09044, and incorporated herein by this reference).#                                                                                                                                                                                                                         
|           | 
|10.10(ii)  |  | Form of 2005 Long-Term Incentive Plan Stock Option Award Certificate (filed as Exhibit 99.4 to the General Partners Current Report on Form 8-K, as filed with the SEC on May 3, 2005, File
No. 001-09044, and incorporated herein by this reference).#                                                                                                                                                                                                                                                 
|           | 
|10.10(iii) |  | Form of 2005 Long-Term Incentive Plan Award Certificate for Restricted Stock Units and Shareholder Value Plan Awards (filed as Exhibit 99.5 to the General Partners Current Report on Form
8-K, as filed with the SEC on May 3, 2005, File No. 001-09044, and incorporated herein by this reference).#                                                                                                                                                                                                 
|           | 
|10.10(iv)  |  | Form of 2005 Long-Term Incentive Plan Restricted Stock Unit Award Certificate for Non-Employee Directors (filed as Exhibit 99.6 to the General Partners Current Report on Form 8-K, as filed
with the SEC on May 3, 2005, File No. 001-09044, and incorporated herein by this reference).#                                                                                                                                                                                                             
|           | 
|10.10(v)   |  | Duke Realty Corporation 2005 Shareholder Value Plan, a sub-plan of the 2005 Long-Term Incentive Plan (filed as Exhibit 99.2 to the General Partners Current Report on Form 8-K, as filed
with the SEC on May 3, 2005, File No. 001-09044, and incorporated herein by this reference).#                                                                                                                                                                                                                 
|           | 
|10.11(i)   |  | Duke Realty Corporation Non-Employee Directors Compensation Plan, a sub-plan of the 2005 Long-Term Incentive Plan (filed as Exhibit 99.3 to the General Partners Current Report on Form 8-K
as filed with the SEC on May 3, 2005, File No. 001-09044, and incorporated herein by this reference).#                                                                                                                                                                                                     
|           | 
|10.11(ii)  |  | Amendment One to the Duke Realty Corporation 2005 Non-Employee Directors Compensation Plan (filed as Exhibit 99.1 to the General Partners Current Report on Form 8-K, as filed with the SEC
on October 31, 2005, File No. 001-09044, and incorporated by this reference).#                                                                                                                                                                                                                             
|           | 
|10.11(iii) |  | Amendment Two to the Duke Realty Corporation 2005 Non-Employee Directors Compensation Plan (filed as Exhibit 99.1 to the General Partners Current Report on Form 8-K, as filed with the SEC
on February 7, 2006, File No. 001-09044, and incorporated by this reference).#                                                                                                                                                                                                                             
|           | 
|10.11(iv)  |  | Amendment Three to the Duke Realty Corporation 2005 Non-Employee Directors Compensation Plan (filed as Exhibit 10.5 to the General Partners Quarterly Report on Form 10-Q, as filed with the
SEC on November 8, 2006, File No. 001-09044, and incorporated by this reference).#                                                                                                                                                                                                                        
|           | 
|10.12      |  | Duke Realty Corporation 2005 Dividend Increase Unit Replacement Plan (filed as Exhibit 99.1 to the General Partners Current Report on Form 8-K, as filed with the SEC on December 9, 2005,
File No. 001-09044, and incorporated herein by this reference).#                                                                                                                                                                                                                                            
|           | 
|10.13      |  | Form of Forfeiture Agreement/Performance Unit Award Agreement (filed as Exhibit 99.2 to the General Partners Current Report on Form 8-K, as filed with the SEC on December 9, 2005, File No.
001-09044, and incorporated herein by this reference).#                                                                                                                                                                                                                                                   
|           | 
|10.14      |  | Form of Letter Agreement Regarding Executive Severance, dated December 13, 2007, between the General Partner, as the General Partner of Duke Realty Limited Partnership, and the following
executive officers: Dennis D. Oklak, Robert M. Chapman, Matthew A. Cohoat, Howard L. Feinsand and Steven R. Kennedy (filed as Exhibit 10.23 to the General Partners Annual Report on Form 10-K, as filed with the SEC on February 29, 2008, File
No. 001-09044, and incorporated herein by this reference).#



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|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|10.15     |  | Term Loan Agreement, Dated May 31, 2005, by and between Duke Realty Limited Partnership, the General Partner, J.P. Morgan Securities, Inc., JP Morgan Chase Bank, N.A. and the several banks,
financial institutions and other entities from time to time parties thereto as lenders (filed as Exhibit 99.1 to the General Partners Current Report on Form 8-K, as filed with the SEC on June 6, 2005, File No. 001-09044, and incorporated
herein by this reference).                                                                                                                                                                                                                                                                                                                       
|          | 
|10.16     |  | Commercial Multi-Property Agreement of Purchase and Sale, dated January 24, 2006, by and among Duke Realty Limited Partnership, The Mark Winkler Company, and each of the other entities
controlled by or affiliated with The Mark Winkler Company named therein, as amended by the First Amendment to Commercial Multi-Property Agreement of Purchase and Sale dated February 28, 2006, the Second Amendment to Commercial Multi-Property
Agreement of Purchase and Sale dated March 10, 2006, and the Third Amendment to Commercial Multi-Property Agreement of Purchase and Sale dated April 21, 2006 (filed as Exhibit 10.1 to the General Partners Quarterly Report on Form
10-Q, as filed with the SEC on May 10, 2006, File No. 001-09044, and incorporated herein by this reference).
|          | 
|10.17(i)  |  | Fifth Amended and Restated Revolving Credit Agreement dated January 25, 2006, among Duke Realty Limited Partnership, as borrower, the General Partner, as Guarantor, and Bank One as
Administrative Agent and Lender (filed as Exhibit 10.56 to the General Partners Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 7, 2006, File No. 001-09044, and incorporated herein by this
reference).                                                                                                                                                                                                                                                                                                                                                
|          | 
|10.17(ii) |  | First Amendment to the Fifth Amended and Restated Revolving Credit Agreement, dated November 13, 2007, by and between Duke Realty Limited Partnership, Duke Realty Corporation, JP Morgan Chase
Bank, N.A., and the several banks, financial institutions and other entities from time to time parties thereto as lenders (filed as Exhibit 10.1 to the Partnerships Current Report on Form 8-K, as filed with the SEC on November 15, 2007, File
No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                                                                                                                 
|          | 
|10.18     |  | Term Loan Agreement, dated as of February 28, 2006, by and among Duke Realty Limited Partnership, as borrower, the General Partner, as Guarantor, certain of their respective subsidiaries, as
guarantors, Bank of America, N.A., individually and as Administrative Agent, Banc of America Securities LLC, as Lead Arranger and Sole Book Runner, and each of the other lenders named therein (filed as Exhibit 10.1 to the Partnerships Current
Report on Form 8-K, as filed with the SEC on March 3, 2006, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                                                
|          | 
|10.19     |  | Registration Rights Agreement, dated November 22, 2006, by and among Duke Realty Limited Partnership, the General Partner, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc.
and UBS Securities LLC, as representatives of the initial purchasers of the Notes (incorporated by reference to Exhibit 10.1 to the Partnerships Current Report on Form 8-K, as filed with the Commission on November 29, 2006, File No. 000-20625,
and incorporated herein by this reference).                                                                                                                                                                                                                                                                                                  
|          | 
|10.20     |  | Common Stock Delivery Agreement, dated November 22, 2006, by and between Duke Realty Limited Partnership and the General Partner (filed as Exhibit 10.2 to the Partnerships Current Report
on Form 8-K, as filed with the Commission on November 29, 2006, File No. 000-20625, and incorporated herein by this reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|          | 
|10.21     |  | Contribution Agreement, dated December 5, 2006, by and between Duke Realty Limited Partnership and Quantico and Belbrook Realty Corporation, an affiliate of an investment fund managed by Eaton
Vance (filed as Exhibit 10.30 to the General Partners Annual Report on Form 10-K, as filed with the SEC on March 31, 2007, File No. 001-09044, and incorporated herein by this reference).                                                                                                                                                                                                                                                                                                                                                                                                  



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|      |  |                                                                                                                                                                                                                                                                                                                                                                                              
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.22 |  | Contribution Agreement, dated December 5, 2006, by and between Duke Realty Limited Partnership and Lafayette and Belcrest Realty Corporation, an affiliate of an investment fund managed by
Eaton Vance (filed as Exhibit 10.31 to the General Partners Annual Report on Form 10-K, as filed with the SEC on March 31, 2007, File No. 001-09044, and incorporated herein by this reference).
|      | 
|12.1  |  | Statement of Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Distributions.*                                                                                                                                                                                                                                                 
|      | 
|21.1  |  | List of the Partnerships Subsidiaries.*                                                                                                                                                                                                                                                                                                                                                     
|      | 
|23.1  |  | Consent of KPMG LLP.*                                                                                                                                                                                                                                                                                                                                                                        
|      | 
|24.1  |  | Executed Powers of Attorney of certain directors.*                                                                                                                                                                                                                                                                                                                                           
|      | 
|31.1  |  | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                 
|      | 
|32.1  |  | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
**                                                                                                                                                                                                       
|      | 
|99.1  |  | Selected Quarterly Financial Information.*                                                                                                                                                                                                                                                                                                                                                   

# Represents management contract or compensatory plan or arrangement.

* Filed herewith.

** The certification
attached as Exhibit 32.1 accompanies this Report and is furnished to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by us for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.



|(b) | Exhibits
|--- | --------

The exhibits required to be filed with
this Report pursuant to Item 601 of Regulation S-K are listed under Exhibits in Part IV, Item 15(a)(3) of this Report and are incorporated herein by reference.



|(c) | Financial Statement Schedule
|--- | ----------------------------

The Financial
Statement Schedule required to be filed with this Report is listed under Consolidated Financial Statement Schedules in Part IV, Item 15(a)(2) of this Report, and is incorporated herein by reference.



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Managements Report on Internal Control

We, as management of Duke Realty Limited Partnership and its subsidiaries (the Partnership), are responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial
reporting is a process designed by, or under the supervision of, the General Partners principal executive and principal financial officers, or persons performing similar functions, and effected by the General Partners board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and
includes those policies and procedures that:



| |  |  | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Partnership;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and directors of the General Partner; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnerships assets that could
have a material effect on the financial statements.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Management has evaluated the effectiveness of its internal control over financial
reporting as of December 31, 2008 based on the control criteria established in a report entitled Internal Control  Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on such
evaluation, we have concluded that, as of December 31, 2008, our internal control over financial reporting is effective based on these criteria.

The
independent registered public accounting firm of KPMG LLP, as auditors of the Partnerships consolidated financial statements, has also issued an audit report on the Partnerships internal control over financial reporting.



|                                     |  | 
|------------------------------------ |  | 
|/s/    Dennis D. Oklak               |  | 
|Dennis D. Oklak                     
|Chairman and Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

of the General Partner



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Partners of

Duke Realty Limited Partnership:

We have audited the accompanying consolidated balance sheets of Duke Realty Limited Partnership and Subsidiaries (the Partnership) as of December 31,
2008 and 2007 and the related consolidated statements of operations, cash flows and partners equity for each of the years in the three-year period ended December 31, 2008. In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedule III. We also have audited the Partnerships internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Partnerships management is responsible for these consolidated financial statements and financial statement schedule, for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying managements report on internal control. Our responsibility
is to express an opinion on these consolidated financial statements and the financial statement schedule and an opinion on the Partnerships internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the
consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.

A companys internal control over financial reporting is a process designed 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. A companys internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Duke Realty
Limited Partnership and Subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S generally
accepted accounting principles. Also in our opinion, the related financial statement schedule III, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the
information set forth therein. Also in our opinion, Duke Realty Limited Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.



|                     
|---------------------
|/s/ KPMG LLP         
|                     
|Indianapolis, Indiana
|March 6, 2009        



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Balance Sheets

As of
December 31,

(in thousands)



|                                                                                               |  |      |             |      |   |          
|---------------------------------------------------------------------------------------------- |  | ---- | ----------- | ---- | - | ---------
|                                                                                               |  | 2008 |             | 2007
|ASSETS                                                                                         |  |      |             |      |   |          
|Real estate investments:                                                                       |  |      |             |      |   |          
|Land and improvements                                                                          |  | $    | 1,074,751   |      | $ | 872,372  
|Buildings and tenant improvements                                                              |  |      | 5,206,359   |      |   | 4,600,408
|Construction in progress                                                                       |  |      | 159,330     |      |   | 412,729  
|Investments in and advances to unconsolidated companies                                        |  |      | 693,503     |      |   | 601,801  
|Undeveloped land                                                                               |  |      | 806,379     |      |   | 912,448  
|                                                                                               |  |      |             |      |   |          
|                                                                                               |  |      | 7,940,322   |      |   | 7,399,758
|Accumulated depreciation                                                                       |  |      | (1,167,113) |      |   | (951,375)
|                                                                                               |  |      |             |      |   |          
|                                                                                               |  |     
|Net real estate investments                                                                    |  |      | 6,773,209   |      |   | 6,448,383
|                                                                                               |  |     
|Real estate investments and other assets held-for-sale                                         |  |      | 18,131      |      |   | 273,591  
|                                                                                               |  |     
|Cash and cash equivalents                                                                      |  |      | 22,285      |      |   | 47,046   
|Accounts receivable, net of allowance of $1,777 and $1,359                                     |  |      | 27,966      |      |   | 29,009   
|Straight-line rent receivable, net of allowance of $4,086 and $2,886                           |  |      | 123,217     |      |   | 110,737  
|Receivables on construction contracts, including retentions                                    |  |      | 75,100      |      |   | 66,925   
|Deferred financing costs, net of accumulated amortization of $38,046 and $29,170               |  |      | 47,904      |      |   | 55,986   
|Deferred leasing and other costs, net of accumulated amortization of $195,034 and $150,702     |  |      | 368,626     |      |   | 374,635  
|Escrow deposits and other assets                                                               |  |      | 234,004     |      |   | 254,339  
|                                                                                               |  |      |             |      |   |          
|                                                                                               |  | $    | 7,690,442   |      | $ | 7,660,651
|                                                                                               |  |      |             |      |   |          
|LIABILITIES AND PARTNERS EQUITY                                                               |  |      |             |      |   |          
|Indebtedness:                                                                                  |  |      |             |      |   |          
|Secured debt                                                                                   |  | $    | 507,351     |      | $ | 524,393  
|Unsecured notes                                                                                |  |      | 3,307,468   |      |   | 3,246,000
|Unsecured lines of credit                                                                      |  |      | 483,659     |      |   | 546,067  
|                                                                                               |  |      |             |      |   |          
|                                                                                               |  |      | 4,298,478   |      |   | 4,316,460
|                                                                                               |  |     
|Liabilities of properties held-for-sale                                                        |  |      | 379         |      |   | 8,954    
|                                                                                               |  |     
|Construction payables and amounts due subcontractors, including retentions                     |  |      | 105,227     |      |   | 142,655  
|Accrued expenses:                                                                              |  |      |             |      |   |          
|Real estate taxes                                                                              |  |      | 78,113      |      |   | 63,796   
|Interest                                                                                       |  |      | 56,376      |      |   | 54,631   
|Other                                                                                          |  |      | 44,826      |      |   | 56,901   
|Other liabilities                                                                              |  |      | 187,425     |      |   | 149,172  
|Tenant security deposits and prepaid rents                                                     |  |      | 41,348      |      |   | 34,535   
|                                                                                               |  |      |             |      |   |          
|Total liabilities                                                                              |  |      | 4,812,172   |      |   | 4,827,104
|                                                                                               |  |      |             |      |   |          
|                                                                                               |  |     
|Minority interest                                                                              |  |      | 3,948       |      |   | 2,650    
|                                                                                               |  |      |             |      |   |          
|                                                                                               |  |     
|Partners equity:                                                                              |  |      |             |      |   |          
|General Partner:                                                                               |  |      |             |      |   |          
|Common equity (148,420 and 146,175 General Partner Units issued and outstanding)               |  |      | 1,817,741   |      |   | 2,011,316
|Preferred equity (4,067 and 2,976 Preferred Units issued and outstanding)                      |  |      | 1,016,625   |      |   | 744,000  
|                                                                                               |  |      |             |      |   |          
|                                                                                               |  |      | 2,834,366   |      |   | 2,755,316
|                                                                                               |  |      |             |      |   |          
|Limited Partners common equity (6,779 and 7,880 Limited Partner Units issued and outstanding) |  |      | 48,608      |      |   | 76,860   
|Accumulated other comprehensive income (loss)                                                  |  |      | (8,652)     |      |   | (1,279)  
|                                                                                               |  |      |             |      |   |          
|Total partners equity                                                                         |  |      | 2,874,322   |      |   | 2,830,897
|                                                                                               |  |      |             |      |   |          
|                                                                                               |  | $    | 7,690,442   |      | $ | 7,660,651
|                                                                                               |  |      |             |      |   |          

See accompanying Notes to Consolidated Financial Statements.



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##### Table of Contents

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended December 31,

(in thousands, except per unit amounts)



|                                                                          |  |      |           |      |   |           |  |   |          
|------------------------------------------------------------------------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                                                          |  | 2008 |           | 2007 |   | 2006     
|RENTAL OPERATIONS                                                         |  |      |           |      |   |           |  |   |          
|Revenues:                                                                 |  |      |           |      |   |           |  |   |          
|Rental and related revenue                                                |  | $    | 870,372   |      | $ | 822,708   |  | $ | 767,287  
|Equity in earnings of unconsolidated companies                            |  |      | 23,817    |      |   | 29,381    |  |   | 38,004   
|                                                                          |  |      |           |      |   |           |  |   |          
|                                                                          |  |      | 894,189   |      |   | 852,089   |  |   | 805,291  
|                                                                          |  |      |           |      |   |           |  |   |          
|                                                                          |  |      |          
|Operating expenses:                                                       |  |      |           |      |   |           |  |   |          
|Rental expenses                                                           |  |      | 196,615   |      |   | 180,747   |  |   | 172,796  
|Real estate taxes                                                         |  |      | 111,582   |      |   | 100,252   |  |   | 85,731   
|Interest expense                                                          |  |      | 195,148   |      |   | 171,994   |  |   | 172,658  
|Depreciation and amortization                                             |  |      | 311,279   |      |   | 272,750   |  |   | 236,846  
|                                                                          |  |      |           |      |   |           |  |   |          
|                                                                          |  |      | 814,624   |      |   | 725,743   |  |   | 668,031  
|                                                                          |  |      |           |      |   |           |  |   |          
|Earnings from continuing rental operations                                |  |      | 79,565    |      |   | 126,346   |  |   | 137,260  
|                                                                          |  |      |           |      |   |           |  |   |          
|                                                                          |  |      |          
|SERVICE OPERATIONS                                                        |  |      |           |      |   |           |  |   |          
|Revenues:                                                                 |  |      |           |      |   |           |  |   |          
|General contractor gross revenue                                          |  |      | 405,131   |      |   | 280,537   |  |   | 308,562  
|General contractor costs                                                  |  |      | (371,783) |      |   | (246,872) |  |   | (284,633)
|                                                                          |  |      |           |      |   |           |  |   |          
|Net general contractor revenue                                            |  |      | 33,348    |      |   | 33,665    |  |   | 23,929   
|Service fee revenue                                                       |  |      | 29,493    |      |   | 31,011    |  |   | 21,633   
|Gain on sale of Build-for-Sale properties                                 |  |      | 39,057    |      |   | 34,682    |  |   | 44,563   
|                                                                          |  |      |           |      |   |           |  |   |          
|                                                                          |  |      |          
|Total service operations revenue                                          |  |      | 101,898   |      |   | 99,358    |  |   | 90,125   
|                                                                          |  |      |          
|Operating expenses                                                        |  |      | 39,955    |      |   | 47,324    |  |   | 36,929   
|                                                                          |  |      |           |      |   |           |  |   |          
|                                                                          |  |      |          
|Earnings from service operations                                          |  |      | 61,943    |      |   | 52,034    |  |   | 53,196   
|                                                                          |  |      |           |      |   |           |  |   |          
|                                                                          |  |      |          
|General and administrative expense                                        |  |      | (39,506)  |      |   | (37,689)  |  |   | (35,811) 
|Earnings from sales of land, net                                          |  |      | 12,651    |      |   | 33,998    |  |   | 8,192    
|Impairment charges and other expenses                                     |  |      | (19,729)  |      |   | (5,658)   |  |   | (2,284)  
|                                                                          |  |      |           |      |   |           |  |   |          
|                                                                          |  |      |          
|Operating income                                                          |  |      | 94,924    |      |   | 169,031   |  |   | 160,553  
|                                                                          |  |      |          
|OTHER INCOME (EXPENSE)                                                    |  |      |           |      |   |           |  |   |          
|Interest and other income (expense), net                                  |  |      | 4,041     |      |   | (416)     |  |   | 348      
|                                                                          |  |      |           |      |   |           |  |   |          
|Income from continuing operations                                         |  |      | 98,965    |      |   | 168,615   |  |   | 160,901  
|Discontinued operations:                                                  |  |      |           |      |   |           |  |   |          
|Income from discontinued operations                                       |  |      | 1,655     |      |   | 4,337     |  |   | 11,696   
|Gain on sale of depreciable properties                                    |  |      | 16,961    |      |   | 121,072   |  |   | 46,254   
|                                                                          |  |      |           |      |   |           |  |   |          
|Income from discontinued operations                                       |  |      | 18,616    |      |   | 125,409   |  |   | 57,950   
|                                                                          |  |      |          
|Net income                                                                |  |      | 117,581   |      |   | 294,024   |  |   | 218,851  
|Distributions on Preferred Units                                          |  |      | (71,426)  |      |   | (58,292)  |  |   | (56,419) 
|Adjustments for redemption of Preferred Units                             |  |      | -         |      |   | (3,483)   |  |   | (2,633)  
|Gain on repurchase of Preferred Units                                     |  |      | 14,046    |      |   | -         |  |   | -        
|                                                                          |  |      |           |      |   |           |  |   |          
|Net income available for common unitholders                               |  | $    | 60,201    |      | $ | 232,249   |  | $ | 159,799  
|                                                                          |  |      |           |      |   |           |  |   |          
|Basic net income per Common Unit:                                         |  |      |           |      |   |           |  |   |          
|Continuing operations                                                     |  | $    | .27       |      | $ | .72       |  | $ | .69      
|Discontinued operations                                                   |  |      | .12       |      |   | .84       |  |   | .39      
|                                                                          |  |      |           |      |   |           |  |   |          
|Total                                                                     |  | $    | .39       |      | $ | 1.56      |  | $ | 1.08     
|                                                                          |  |      |           |      |   |           |  |   |          
|Diluted net income per Common Unit:                                       |  |      |           |      |   |           |  |   |          
|Continuing operations                                                     |  | $    | .27       |      | $ | .71       |  | $ | .68      
|Discontinued operations                                                   |  |      | .12       |      |   | .84       |  |   | .39      
|                                                                          |  |      |           |      |   |           |  |   |          
|Total                                                                     |  | $    | .39       |      | $ | 1.55      |  | $ | 1.07     
|                                                                          |  |      |           |      |   |           |  |   |          
|                                                                          |  |      |          
|Weighted average number of Common Units outstanding                       |  |      | 154,534   |      |   | 148,459   |  |   | 148,069  
|                                                                          |  |      |           |      |   |           |  |   |          
|Weighted average number of Common Units and potential dilutive securities |  |      | 155,041   |      |   | 149,614   |  |   | 149,393  
|                                                                          |  |      |           |      |   |           |  |   |          

See accompanying Notes to Consolidated Financial Statements.



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##### Table of Contents

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended December 31,

(in thousands)



|                                                                                                           |  |      |           |      |   |           |  |   |            
|---------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | - | --------- |  | - | -----------
|                                                                                                           |  | 2008 |           | 2007 |   | 2006     
|Cash flows from operating activities:                                                                      |  |      |           |      |   |           |  |   |            
|Net income                                                                                                 |  | $    | 117,581   |      | $ | 294,024   |  | $ | 218,851    
|Adjustments to reconcile net income to net cash provided by operating activities:                          |  |      |           |      |   |           |  |   |            
|Depreciation of buildings and tenant improvements                                                          |  |      | 246,441   |      |   | 214,477   |  |   | 206,999    
|Amortization of deferred leasing and other costs                                                           |  |      | 68,511    |      |   | 63,214    |  |   | 47,269     
|Amortization of deferred financing costs                                                                   |  |      | 13,640    |      |   | 11,212    |  |   | 8,617      
|Straight-line rent adjustment                                                                              |  |      | (15,118)  |      |   | (16,843)  |  |   | (20,795)   
|Impairment charges and other expenses                                                                      |  |      | 19,695    |      |   | -         |  |   | -          
|Earnings from land and depreciated property sales                                                          |  |      | (29,612)  |      |   | (154,493) |  |   | (49,614)   
|Build-for-Sale operations, net                                                                             |  |      | 80,751    |      |   | (84,547)  |  |   | (148,849)  
|Construction contracts, net                                                                                |  |      | 125,855   |      |   | (25,818)  |  |   | 1,749      
|Other accrued revenues and expenses, net                                                                   |  |      | 10,438    |      |   | 26,454    |  |   | 26,546     
|Operating distributions received in excess of (less than) equity in earnings from unconsolidated companies |  |      | 5,618     |      |   | (4,631)   |  |   | (18,339)   
|                                                                                                           |  |      |           |      |   |           |  |   |            
|Net cash provided by operating activities                                                                  |  |      | 643,800   |      |   | 323,049   |  |   | 272,434    
|                                                                                                           |  |      |           |      |   |           |  |   |            
|                                                                                                           |  |      |          
|Cash flows from investing activities:                                                                      |  |      |           |      |   |           |  |   |            
|Development of real estate investments                                                                     |  |      | (436,256) |      |   | (451,162) |  |   | (385,516)  
|Acquisition of real estate investments and related intangible assets                                       |  |      | (20,123)  |      |   | (116,021) |  |   | (735,294)  
|Acquisition of undeveloped land                                                                            |  |      | (40,893)  |      |   | (317,324) |  |   | (435,917)  
|Recurring tenant improvements, leasing costs and building improvements                                     |  |      | (74,814)  |      |   | (85,936)  |  |   | (83,000)   
|Other deferred leasing costs                                                                               |  |      | (22,201)  |      |   | (39,387)  |  |   | (22,429)   
|Other deferred costs and other assets                                                                      |  |      | (8,188)   |      |   | 944       |  |   | 944        
|Proceeds from land and depreciated property sales, net                                                     |  |      | 116,563   |      |   | 480,943   |  |   | 180,825    
|Capital distributions from unconsolidated companies                                                        |  |      | 95,392    |      |   | 235,754   |  |   | 296,573    
|Capital contributions and advances to unconsolidated companies, net                                        |  |      | (132,244) |      |   | (142,330) |  |   | (50,182)   
|                                                                                                           |  |      |           |      |   |           |  |   |            
|Net cash provided by (used for) investing activities                                                       |  |      | (522,764) |      |   | (434,519) |  |   | (1,233,996)
|                                                                                                           |  |      |           |      |   |           |  |   |            
|                                                                                                           |  |      |          
|Cash flows from financing activities:                                                                      |  |      |           |      |   |           |  |   |            
|Contributions from the General Partner                                                                     |  |      | 17,125    |      |   | 240,802   |  |   | 6,672      
|Payments for repurchases of Common Units                                                                   |  |      | -         |      |   | -         |  |   | (101,282)  
|Proceeds from issuance of Preferred Units, net                                                             |  |      | 290,000   |      |   | -         |  |   | 283,994    
|Payments for redemption/repurchases of Preferred Units                                                     |  |      | (12,405)  |      |   | (132,250) |  |   | (75,000)   
|Proceeds from unsecured debt issuance                                                                      |  |      | 325,000   |      |   | 340,160   |  |   | 1,429,497  
|Payments on unsecured debt                                                                                 |  |      | (261,479) |      |   | (223,657) |  |   | (350,000)  
|Proceeds from issuance of secured debt                                                                     |  |      | -         |      |   | -         |  |   | 1,029,426  
|Payments on secured indebtedness including principal amortization                                          |  |      | (55,600)  |      |   | (24,780)  |  |   | (750,354)  
|Borrowings (payments) on lines of credit, net                                                              |  |      | (62,408)  |      |   | 229,067   |  |   | (66,000)   
|Distributions to common unitholders                                                                        |  |      | (298,220) |      |   | (283,726) |  |   | (280,713)  
|Distributions to preferred unitholders                                                                     |  |      | (71,439)  |      |   | (58,292)  |  |   | (56,419)   
|Contributions from (distributions to) minority interests in consolidated subsidiaries, net                 |  |      | 1,935     |      |   | (1,626)   |  |   | 930        
|Payment for capped call option                                                                             |  |      | -         |      |   | -         |  |   | (26,967)   
|Cash settlement of interest rate swaps                                                                     |  |      | (14,625)  |      |   | 10,747    |  |   | 733        
|Deferred financing costs                                                                                   |  |      | (3,681)   |      |   | (6,083)   |  |   | (41,659)   
|                                                                                                           |  |      |           |      |   |           |  |   |            
|Net cash provided by (used for) financing activities                                                       |  |      | (145,797) |      |   | 90,362    |  |   | 1,002,858  
|                                                                                                           |  |      |           |      |   |           |  |   |            
|                                                                                                           |  |      |          
|Net increase (decrease) in cash and cash equivalents                                                       |  |      | (24,761)  |      |   | (21,108)  |  |   | 41,296     
|                                                                                                           |  |      |          
|Cash and cash equivalents at beginning of year                                                             |  |      | 47,046    |      |   | 68,154    |  |   | 26,858     
|                                                                                                           |  |      |           |      |   |           |  |   |            
|Cash and cash equivalents at end of year                                                                   |  | $    | 22,285    |      | $ | 47,046    |  | $ | 68,154     
|                                                                                                           |  |      |           |      |   |           |  |   |            
|                                                                                                           |  |      |          
|Non-cash investing and financing activities:                                                               |  |      |           |      |   |           |  |   |            
|Assumption of secured debt for real estate acquisitions                                                    |  | $    | 39,480    |      | $ | 34,259    |  | $ | 217,520    
|                                                                                                           |  |      |           |      |   |           |  |   |            
|Contribution of property to, net of debt assumed by, unconsolidated companies                              |  | $    | 133,312   |      | $ | 146,593   |  | $ | 505,440    
|                                                                                                           |  |      |           |      |   |           |  |   |            
|Distribution of property from unconsolidated company                                                       |  | $    | 76,449    |      | $ | -         |  | $ | -          
|                                                                                                           |  |      |           |      |   |           |  |   |            
|Conversion of Limited Partner Units to common shares of the General Partner                                |  | $    | 3,916     |      | $ | 96,725    |  | $ | 23,629     
|                                                                                                           |  |      |           |      |   |           |  |   |            
|Issuance of Limited Partner Units for acquisition                                                          |  | $    | -         |      | $ | 11,020    |  | $ | -          
|                                                                                                           |  |      |           |      |   |           |  |   |            

See accompanying Notes to Consolidated Financial Statements.



- 59 -



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##### Table of Contents

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Partners Equity

(in thousands, except per unit data)



|                                                                            |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|--------------------------------------------------------------------------- |  | --------------- | --------- | ---------------------------- | - | ----------------------------------- |  | - | -------- |  | - | ------- | - |  | - | ---------
|                                                                            |  | General Partner |           | LimitedPartnersCommonEquity |   | AccumulatedOtherComprehensiveIncome |  |   | Total   
|                                                                            |  | CommonEquity    |           | PreferredEquity              |   |                                     | 
|                                                                            |  |                 |           |                              |  
|Balance at December 31, 2005                                                |  | $               | 1,805,901 |                              | $ | 657,250                             |  | $ | 179,211  |  | $ | (7,118  | ) |  | $ | 2,635,244
|                                                                            |  |                 |           |                              |  
|Comprehensive Income:                                                       |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|Net income                                                                  |  |                 | 147,726   |                              |   | 56,419                              |  |   | 14,706   |  |   | -       |   |  |   | 218,851  
|Gains on derivative instruments                                             |  |                 | -         |                              |   | -                                   |  |   | -        |  |   | 12,553  |   |  |   | 12,553   
|                                                                            |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|Comprehensive income                                                        |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   | 231,404  
|Conversion of Limited Partner Units to common shares of the General Partner |  |                 | 39,918    |                              |   | -                                   |  |   | (16,289) |  |   | -       |   |  |   | 23,629   
|Redemption of Series I Preferred Units                                      |  |                 | -         |                              |   | (75,000)                            |  |   | -        |  |   | -       |   |  |   | (75,000) 
|Issuance of Series M and N Preferred Units                                  |  |                 | (9,115)   |                              |   | 294,000                             |  |   | (891)    |  |   | -       |   |  |   | 283,994  
|Capital contribution from General Partner                                   |  |                 | 6,186     |                              |   | -                                   |  |   | -        |  |   | -       |   |  |   | 6,186    
|Retirement of Common Units                                                  |  |                 | (91,925)  |                              |   | -                                   |  |   | -        |  |   | -       |   |  |   | (91,925) 
|Capped call option                                                          |  |                 | (26,967)  |                              |   | -                                   |  |   | -        |  |   | -       |   |  |   | (26,967) 
|Stock based compensation plan activity                                      |  |                 | 9,498     |                              |   | -                                   |  |   | -        |  |   | -       |   |  |   | 9,498    
|Distributions to Preferred Unitholders                                      |  |                 | -         |                              |   | (56,419)                            |  |   | -        |  |   | -       |   |  |   | (56,419) 
|Distributions to Partners ($1.89 per Common Unit)                           |  |                 | (255,264) |                              |   | -                                   |  |   | (25,137) |  |   | -       |   |  |   | (280,401)
|                                                                            |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|                                                                            |  |                 |           |                              |  
|Balance at December 31, 2006                                                |  | $               | 1,625,958 |                              | $ | 876,250                             |  | $ | 151,600  |  | $ | 5,435   |   |  | $ | 2,659,243
|                                                                            |  |                 |           |                              |  
|Effect of implementing new accounting principle                             |  |                 | (1,717)   |                              |   | -                                   |  |   | -        |  |   | -       |   |  |   | (1,717)  
|                                                                            |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|                                                                            |  |                 |           |                              |  
|Balance at January 1, 2007                                                  |  | $               | 1,624,241 |                              | $ | 876,250                             |  | $ | 151,600  |  | $ | 5,435   |   |  | $ | 2,657,526
|                                                                            |  |                 |           |                              |  
|Comprehensive Income:                                                       |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|Net income                                                                  |  |                 | 221,175   |                              |   | 58,292                              |  |   | 14,557   |  |   | -       |   |  |   | 294,024  
|Losses on derivative instruments                                            |  |                 | -         |                              |   | -                                   |  |   | -        |  |   | (6,714) |   |  |   | (6,714)  
|                                                                            |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|Comprehensive income                                                        |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   | 287,310  
|Conversion of Limited Partner Units to common shares of the General Partner |  |                 | 179,092   |                              |   | -                                   |  |   | (82,367) |  |   | -       |   |  |   | 96,725   
|Redemption of Preferred Series B Preferred Units                            |  |                 | -         |                              |   | (132,250)                           |  |   | -        |  |   | -       |   |  |   | (132,250)
|Unit issuance                                                               |  |                 | -         |                              |   | -                                   |  |   | 11,020   |  |   | -       |   |  |   | 11,020   
|Capital contribution from General Partner                                   |  |                 | 239,605   |                              |   | -                                   |  |   | -        |  |   | -       |   |  |   | 239,605  
|Stock based compensation plan activity                                      |  |                 | 12,979    |                              |   | -                                   |  |   | -        |  |   | -       |   |  |   | 12,979   
|Distributions to Preferred Unitholders                                      |  |                 | -         |                              |   | (58,292)                            |  |   | -        |  |   | -       |   |  |   | (58,292) 
|Distributions to Partners ($1.91 per Common Unit)                           |  |                 | (265,776) |                              |   | -                                   |  |   | (17,950) |  |   | -       |   |  |   | (283,726)
|                                                                            |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|                                                                            |  |                 |           |                              |  
|Balance at December 31, 2007                                                |  | $               | 2,011,316 |                              | $ | 744,000                             |  | $ | 76,860   |  | $ | (1,279) |   |  | $ | 2,830,897
|                                                                            |  |                 |           |                              |  
|Comprehensive Income:                                                       |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|Net income                                                                  |  |                 | 42,570    |                              |   | 71,426                              |  |   | 3,585    |  |   | -       |   |  |   | 117,581  
|Losses on derivative instruments                                            |  |                 | -         |                              |   | -                                   |  |   | -        |  |   | (7,373) |   |  |   | (7,373)  
|                                                                            |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|Comprehensive income                                                        |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   | 110,208  
|Conversion of Limited Partner Units to common shares of the General Partner |  |                 | 13,149    |                              |   | -                                   |  |   | (17,065) |  |   | -       |   |  |   | (3,916)  
|Issuance of Series O Preferred Units                                        |  |                 | (10,000)  |                              |   | 300,000                             |  |   | -        |  |   | -       |   |  |   | 290,000  
|Repurchase of Preferred Units                                               |  |                 | 14,970    |                              |   | (27,375)                            |  |   | -        |  |   | -       |   |  |   | (12,405) 
|Capital contribution from General Partner                                   |  |                 | 15,516    |                              |   | -                                   |  |   | -        |  |   | -       |   |  |   | 15,516   
|Stock based compensation plan activity                                      |  |                 | 13,668    |                              |   | -                                   |  |   | -        |  |   | -       |   |  |   | 13,668   
|Distributions to Preferred Unitholders                                      |  |                 | -         |                              |   | (71,426)                            |  |   | -        |  |   | -       |   |  |   | (71,426) 
|Distributions to Partners ($1.93 per Common Unit)                           |  |                 | (283,448) |                              |   | -                                   |  |   | (14,772) |  |   | -       |   |  |   | (298,220)
|                                                                            |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|                                                                            |  |                 |           |                              |  
|Balance at December 31, 2008                                                |  | $               | 1,817,741 |                              | $ | 1,016,625                           |  | $ | 48,608   |  | $ | (8,652) |   |  | $ | 2,874,322
|                                                                            |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          
|                                                                            |  |                 |           |                              |  
|Common Units outstanding at December 31, 2008                               |  |                 | 148,420   |                              |   |                                     |  |   | 6,779    |  |   |         |   |  |   | 155,199  
|                                                                            |  |                 |           |                              |   |                                     |  |   |          |  |   |         |   |  |   |          

See accompanying Notes to Consolidated Financial Statements.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



|(1) | The Partnership
|--- | ---------------

Duke Realty Limited
Partnership (the Partnership) was formed on October 4, 1993, when Duke Realty Corporation (the General Partner) contributed all of its properties and related assets and liabilities, along with the net proceeds from the
issuance of additional shares of the General Partner, through an offering to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial real estate firm operating in the Midwest. The
General Partner was formed in 1985 and we believe it qualifies as a Real Estate Investment Trust (REIT) under provisions of the Internal Revenue Code. The General Partner is the sole general partner of the Partnership, owning 95.6% of
the common Partnership interest as of December 31, 2008 (General Partner Units). The remaining 4.4% of the Partnerships common interest is owned by limited partners (Limited Partner Units and, together with the
General Partner Units, the Common Units). The Limited Partner Units are exchangeable for shares of the General Partners common stock on a one-for-one basis subject generally to a one-year holding period, or under certain
circumstances, the General Partner may repurchase the Limited Partnership Units for cash. The General Partner also owns preferred partnership interests in the Partnership (Preferred Units).

We own and operate a portfolio primarily consisting of industrial and office properties and provide real estate services to third-party owners. We
conduct Service Operations (see Note 8) through Duke Realty Services, LLC, Duke Realty Services Limited Partnership and Duke Construction Limited Partnership. The consolidated financial statements include our accounts and our majority-owned or
controlled subsidiaries, and the terms we, us, and our refer to the Partnership and those entities owned or controlled by the Partnership.



|(2) | Summary of Significant Accounting Policies
|--- | ------------------------------------------

Principles of Consolidation

The consolidated financial statements include our accounts and our controlled
subsidiaries. The equity interests in these controlled subsidiaries not owned by us are reflected as minority interests in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in the
consolidated financial statements. Investments in entities that we do not control through majority voting interest or where the other owner has substantial participating rights are not consolidated and are reflected as investments in unconsolidated
companies under the equity method of reporting.

Reclassifications

Certain amounts in the accompanying consolidated financial statements for 2007 and 2006 have been reclassified to conform to the 2008 consolidated
financial statement presentation.

Real Estate Investments

Rental real property, including land, land improvements, buildings and tenant improvements, are included in real estate investments and are generally
stated at cost. Construction in process and undeveloped land are included in real estate investments and are stated at cost. Real estate investments also include our equity interests in unconsolidated joint ventures that own and operate rental
properties and hold land for development.

Depreciation

Buildings and land improvements are depreciated on the straight-line method over their estimated life not to exceed 40 and 15 years, respectively, and
tenant improvement costs are depreciated using the straight-line method over the term of the related lease.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Cost Capitalization

Direct and certain indirect costs clearly associated with and incremental to the development, construction, leasing or expansion of real estate
investments are capitalized as a cost of the property. In addition, all leasing commissions paid to third parties for new leases or lease renewals are capitalized. We capitalize a portion of our indirect costs associated with our construction,
development and leasing efforts. In assessing the amount of direct and indirect costs to be capitalized, allocations are made based on estimates of the actual amount of time spent in each activity. We do not capitalize any costs attributable to
downtime or to unsuccessful projects.

We capitalize direct and indirect project costs associated with the initial construction of a
property up to the time the property is substantially complete and ready for its intended use. In addition, we capitalize costs, including real estate taxes, insurance, and utilities, that have been allocated to vacant space based on the square
footage of the portion of the building not held available for immediate occupancy during the extended lease-up periods after construction of the building shell has been completed if costs are being incurred to ready the vacant space for its intended
use. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer
capitalized.

We cease capitalization of all project costs on extended lease-up periods after the shorter of a one-year period after the
completion of the building shell or when the property attains 90% occupancy.

Impairment

We evaluate our real estate assets, with the exception of those that are classified as held-for-sale, for impairment whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. If such an evaluation is considered necessary, we compare the carrying amount of that real estate asset, or asset group, with the expected undiscounted cash flows that are
directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of that asset, or asset group. Our estimate of the expected future cash flows used in testing for impairment is based on, among other
things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our properties at the end of our
anticipated holding period and the length of our anticipated holding period and is, therefore, subjective by nature. These assumptions could differ materially from actual results. If our strategy changes or if market conditions otherwise dictate a
reduction in the holding period and an earlier sale date, an impairment loss could be recognized and such loss could be material. To the extent the carrying amount of a real estate asset, or asset group, exceeds the associated estimate of
undiscounted cash flows, an impairment loss is recorded to reduce the carrying value of the asset to its fair value. The determination of the fair value of real estate assets is also highly subjective, especially in markets where there is a lack of
recent comparable transactions.

Real estate assets classified as held-for-sale are reported at the lower of their carrying value or their
fair value, less estimated costs to sell. Once a property is designated as held-for-sale, no further depreciation expense is recorded.

Purchase Accounting

We allocate the purchase price of acquired properties to net tangible and identified intangible assets
based on their respective fair values, based on all pertinent information available and adjusted based on changes in that information in no event to exceed one year from the date of acquisition. The allocation to tangible assets (buildings, tenant
improvements and land) is based upon managements determination of the value of the



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



property as if it were vacant using discounted cash flow models similar to those used by independent appraisers. Factors considered by management include an
estimate of carrying costs during the expected lease-up periods considering current market conditions, and costs to execute similar leases. The purchase price of real estate assets is also allocated among three categories of intangible assets
consisting of the above or below market component of in-place leases, the value of in-place leases and the value of customer relationships.

The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference
between (i) the contractual amounts to be paid pursuant to the lease over its remaining term and (ii) managements estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The amounts
allocated to above market leases are included in deferred leasing and other costs in the balance sheet and below market leases are included in other liabilities in the balance sheet; both are amortized to rental income over the remaining terms of
the respective leases.

The total amount of intangible assets is further allocated to in-place lease values and to customer relationship
values based upon managements assessment of their respective values. These intangible assets are included in deferred leasing and other costs in the balance sheet and are depreciated over the remaining term of the existing lease, or the
anticipated life of the customer relationship, as applicable.

Joint Ventures

We analyze our investments in joint ventures under Financial Accounting Standards Board (FASB) Interpretation No. 46(R),
Consolidation of Variable Interest Entities, to determine if the joint venture is considered a variable interest entity and would require consolidation. To the extent that our joint ventures do not qualify as variable interest entities, we
further assess under the guidelines of Emerging Issues Task Force (EITF) Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited
Partners Have Certain Rights(EITF 04-5); Statement of Position 78-9, Accounting for Investments in Real Estate Ventures (SOP 78-9); Accounting Research Bulletin No. 51, Consolidated Financial
Statements; and Statement of Financial Accounting Standard (SFAS) No. 94, Consolidation of All Majority-Owned Subsidiaries,to determine if the venture should be consolidated. We have equity interests generally ranging
from 10% to 50% in unconsolidated joint ventures that develop, own and operate rental properties and hold land for development. We consolidate those joint ventures that are considered to be variable interest entities where we are the primary
beneficiary. For non-variable interest entities, we consolidate those joint ventures that we control through majority ownership interests or where we are the managing member and our partner does not have substantive participating rights. Control is
further demonstrated by the ability of the general partner to manage day-to-day operations, refinance debt and sell the assets of the joint venture without the consent of the limited partner and inability of the limited partner to replace the
general partner. We use the equity method of accounting for those joint ventures where we do not have control over operating and financial policies. Under the equity method of accounting, our investment in each joint venture is included on our
balance sheet; however, the assets and liabilities of the joint ventures for which we use the equity method are not included on our balance sheet.

To the extent that we contribute assets to a joint venture, our investment in the joint venture is recorded at our cost basis in the assets that were contributed to the joint venture. To the extent that our cost basis is different than the
basis reflected at the joint venture level, the basis difference is amortized over the life of the related asset and included in our share of equity in net income of the joint venture. In accordance with the provisions of SOP 78-9 and SFAS
No. 66, Accounting for Sales of Real Estate (SFAS 66), we recognize gains on the contribution or sale of real estate to joint ventures, relating solely to the outside partners interest, to the extent the economic
substance of the transaction is a sale.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Cash Equivalents

Investments with an original maturity of three months or less are classified as cash equivalents.

Valuation of Receivables

We
reserve the entire receivable balance, including straight-line rent, of any tenant with an amount outstanding over 90 days. Additional reserves are recorded for more current amounts, as applicable, where we have determined collectability to be
doubtful. Straight-line rent receivables for any tenant with long-term risk, regardless of the status of rent receivables, are reviewed and reserved as necessary.

Deferred Costs

Costs incurred in connection with obtaining financing are amortized to
interest expense on the straight-line method, which approximates a constant spread over the term of the related loan. All direct and indirect costs, including estimated internal costs, associated with the leasing of real estate investments owned by
us are capitalized and amortized over the term of the related lease. We include lease incentive costs, which are payments made on behalf of a tenant to sign a lease, in deferred leasing costs and amortize them on a straight-line basis over the
respective lease terms as a reduction of rental revenues. We include as lease incentives amounts funded to construct tenant improvements owned by the tenant. Unamortized costs are charged to expense upon the early termination of the lease or upon
early payment of the financing.

Revenues

Rental Operations

The timing of revenue recognition under an operating lease is determined based
upon ownership of the tenant improvements. If we are the owner of the tenant improvements, revenue recognition commences after the improvements are completed and the tenant takes possession or control of the space. In contrast, if we determine that
the tenant allowances we are funding are lease incentives, then we commence revenue recognition when possession or control of the space is turned over to the tenant. Rental income from leases with free rental periods or scheduled rental increases
during their terms is recognized on a straight-line basis.

We record lease termination fees when a tenant has executed a definitive
termination agreement with us and the payment of the termination fee is not subject to any conditions that must be met or waived before the fee is due to us.

Service Operations

Management fees are based on a percentage of rental receipts of properties
managed and are recognized as the rental receipts are collected. Maintenance fees are based upon established hourly rates and are recognized as the services are performed. Construction management and development fees represent fee-based third-party
contracts and are recognized as earned based on the terms of the contract, which approximates the percentage of completion method.

We
recognize income on construction contracts where we serve as a general contractor on the percentage of completion method. Using this method, profits are recorded based on our estimates of the percentage of completion of individual contracts,
commencing when the work performed under the contracts reaches a point where the final costs can be estimated with reasonable accuracy. The percentage of completion estimates are based on a comparison of the contract expenditures incurred to the
estimated final costs. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Unbilled receivables on construction contracts totaled $22.7 million and $33.1 million at
December 31, 2008 and 2007, respectively.

Property Sales

Gains on sales of all properties are recognized in accordance with SFAS 66.The specific timing of the sale is measured against various criteria
in SFAS 66 related to the terms of the transactions and any continuing involvement in the form of management or financial assistance from the seller associated with the properties. We make judgments based on the specific terms of each transaction as
to the amount of the total profit from the transaction that we recognize considering factors such as continuing ownership interest we may have with the buyer (partial sales) and our level of future involvement with the property or the
buyer that acquires the assets. If the sales criteria are not met, we defer gain recognition and account for the continued operations of the property by applying the finance, installment or cost recovery methods, as appropriate, until the full
accrual sales criteria are met. Estimated future costs to be incurred after completion of each sale are included in the determination of the gain on sales.

Gains from sales of depreciated property are included in discontinued operations and the proceeds from the sale of these held-for-rental properties are classified in the investing activities section of the
Consolidated Statements of Cash Flows.

Gains or losses from our sale of properties that were developed or repositioned with the intent to
sell and not for long-term rental (Build-for-Sale properties) are classified as gain on sale of Build-for-Sale properties in the Consolidated Statements of Operations. All activities and proceeds received from the development and sale of
these buildings are classified in the operating activities section of the Consolidated Statements of Cash Flows.

Net Income Per
Common Unit

Basic net income per Common Unit is computed by dividing net income available for common unitholders by the weighted
average number of Common Units outstanding for the period. Diluted net income per Common Unit is computed by dividing net income available for common unitholders by the sum of the weighted average number of Common Units outstanding and any potential
dilutive securities for the period.

The following table reconciles the components of basic and diluted net income per Common Unit (in
thousands):



|                                                                          |  |      |         |      |   |         |  |   |        
|------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                                                          |  | 2008 |         | 2007 |   | 2006   
|Basic and diluted net income available for common unitholders             |  | $    | 60,201  |      | $ | 232,249 |  | $ | 159,799
|                                                                          |  |      |         |      |   |         |  |   |        
|Weighted average number of Common Units outstanding                       |  |      | 154,534 |      |   | 148,459 |  |   | 148,069
|Dilutive units for stock-based compensation plans (1)                     |  |      | 507     |      |   | 1,155   |  |   | 1,324  
|                                                                          |  |      |         |      |   |         |  |   |        
|Weighted average number of Common Units and potential dilutive securities |  |      | 155,041 |      |   | 149,614 |  |   | 149,393
|                                                                          |  |      |         |      |   |         |  |   |        



| | (1) | Excludes (in thousands of units) 7,731, 780 and 719 of anti-dilutive units for the years ended December 31, 2008, 2007 and 2006, respectively. Also excludes the 3.75%
Exchangeable Senior Notes due November 2011 (Exchangeable Notes) issued in 2006, that have an anti-dilutive effect on earnings per unit for the years ended December 31, 2008, 2007 and 2006.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A joint venture partner in one of our unconsolidated companies has the option to convert a portion of its ownership in the joint venture to the General
Partners common shares, which would require the issuance of additional Common Units to the General Partner. The effect of this option on earnings per unit was anti-dilutive for the years ended December 31, 2008, 2007 and 2006.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Federal Income Taxes

We recorded federal and state income tax expense (benefit) of $(6.6 million), $8.9 million and $7.9 million for 2008, 2007 and 2006, respectively, which
were primarily attributable to the earnings (loss) of our taxable REIT subsidiaries. We paid federal and state income taxes of $3.5 million, $10.1 million and $4.3 million for 2008, 2007 and 2006, respectively. The taxable REIT subsidiaries have no
significant deferred income tax or unrecognized tax benefit items.

As a partnership, the allocated share of income and loss other than the
operations of the taxable REIT subsidiaries is included in the income tax returns of the partners; accordingly, no accounting for federal income taxes is required in the accompanying consolidated financial statements.

Stock Based Compensation

Under the limited partnership agreement of the Partnership, we are required to issue one Common Unit to the General Partner for each share of common stock issued by the General Partner. Accordingly, the issuance of common shares by the
General Partner under its stock based compensation plans requires the issuance of a corresponding number of Common Units by us to the General Partner.

Effective January 1, 2006, we adopted SFAS No. 123(R), Share Based Payment, (SFAS 123(R)), using the modified prospective application method. Under this method, as of January 1, 2006,
we applied the provisions of SFAS 123(R) to new and modified awards, as well as to the nonvested portion of awards granted before the required effective date and outstanding at such time.

Derivative Financial Instruments

We periodically enter into certain interest rate protection agreements to effectively convert or cap floating rate debt to a fixed rate, and to hedge anticipated future financing transactions, both of which qualify for cash flow hedge
accounting treatment. Net amounts paid or received under these agreements are recognized as an adjustment to the interest expense of the corresponding debt. We do not utilize derivative financial instruments for trading or speculative purposes.

If a derivative qualifies as a cash flow hedge, the change in fair value of the derivative is recognized in other comprehensive income to
the extent the hedge is effective, while the ineffective portion of the derivatives change in fair value is recognized in earnings. Gains and losses on our interest rate protection agreements are subsequently included in earnings as an
adjustment to interest expense in the same periods in which the related interest payments being hedged are recognized in earnings.

We
estimate the fair value of derivative instruments using standard market conventions and techniques such as discounted cash flow analysis, option pricing models and termination cost at each balance sheet date. For all hedging relationships, we
formally document the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instruments effectiveness in
offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Use of Estimates

The preparation of the financial statements requires management to make a number of estimates and assumptions that affect the reported amount of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The most significant estimates, as discussed within our Summary of
Significant Accounting Policies, pertain to the critical assumptions utilized in testing real estate assets for impairment as well as in estimating the fair value of real estate assets when an impairment event has taken place. Actual results could
differ from those estimates.



|(3) | Significant Acquisitions and Dispositions
|--- | -----------------------------------------

Acquisitions

We acquired total income producing real estate related assets of $60.5 million, $219.9 million and $948.4
million in 2008, 2007 and 2006, respectively.

In December 2007, in order to further establish our property positions around strategic port
locations, we purchased a portfolio of five industrial buildings in Seattle, Virginia and Houston, as well as approximately 161 acres of undeveloped land and a 12-acre container storage facility in Houston. The total price was $89.7 million and was
financed in part through assumption of secured debt that had a fair value of $34.3 million. Of the total purchase price, $64.1 million was allocated to in-service real estate assets, $20.0 million was allocated to undeveloped land and the container
storage facility, $5.4 million was allocated to lease related intangible assets, and the remaining amount was allocated to acquired working capital related assets and liabilities. The results of operations for the acquired properties since the date
of acquisition have been included in continuing rental operations in our consolidated financial statements.

In February 2007, we completed
the acquisition of Bremner Healthcare Real Estate (Bremner), a national health care development and management firm. The primary reason for the acquisition was to expand our development capabilities within the health care real estate
market. The initial consideration paid to the sellers totaled $47.1 million, and the sellers may be eligible for further contingent payments over a three-year period following the acquisition. Approximately $39.0 million of the total purchase price
was allocated to goodwill, which is attributable to the value of Bremners overall development capabilities and its in-place workforce. The results of operations for Bremner since the date of acquisition have been included in continuing
operations in our consolidated financial statements.

In February 2006, we acquired the majority of a Washington, D.C. metropolitan area
portfolio of suburban office and light industrial properties (the Mark Winkler Portfolio). The assets acquired for a purchase price of approximately $867.6 million were comprised of 32 in-service properties with approximately
2.9 million square feet for rental, 166 acres of undeveloped land, as well as certain related assets of the Mark Winkler Company, a real estate management company. The acquisition was financed primarily through assumed mortgage loans and new
borrowings. The assets acquired and liabilities assumed were recorded at their estimated fair value at the date of acquisition, as summarized below (in thousands):



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



|                                           |  |   |          
|------------------------------------------ |  | - | ---------
|Operating rental properties                |  | $ | 602,011  
|Undeveloped land                           |  |   | 154,300  
|                                           |  |   |          
|Total real estate investments              |  |   | 756,311  
|                                           | 
|Other assets                               |  |   | 10,478   
|Lease related intangible assets            |  |   | 86,047   
|Goodwill                                   |  |   | 14,722   
|                                           |  |   |          
|Total assets acquired                      |  |   | 867,558  
|                                           | 
|Debt assumed                               |  |   | (148,527)
|Other liabilities assumed                  |  |   | (5,829)  
|                                           |  |   |          
|Purchase price, net of assumed liabilities |  | $ | 713,202  
|                                           |  |   |          

In December 2006, we contributed 23 of these in-service properties acquired from the Mark Winkler
Portfolio with a basis of $381.6 million representing real estate investments and acquired lease related intangible assets to two new unconsolidated subsidiaries. Of the remaining nine in-service properties, eight were contributed to these two
unconsolidated subsidiaries in 2007 and one remains in continuing operations as of December 31, 2008. The eight properties contributed in 2007 had a basis of $298.4 million representing real estate investments and acquired lease related
intangible assets, and debt secured by these properties of $146.4 million was also assumed by the unconsolidated subsidiaries.

In the
third quarter of 2006, we finalized the purchase of a portfolio of industrial real estate properties in Savannah, Georgia. We completed a majority of the purchase in January 2006. The assets acquired for a purchase price of approximately $196.2
million were comprised of 18 buildings with approximately 5.1 million square feet for rental as well as over 60 acres of undeveloped land. The acquisition was financed in part through assumed mortgage loans. The results of operations for the
acquired properties since the date of acquisition have been included in continuing rental operations in our consolidated financial statements.

Dispositions

In March 2007, as part of our capital recycling program, we sold a portfolio of eight suburban office
properties totaling 894,000 square feet in the Cleveland market. The sales price totaled $140.4 million, of which we received net proceeds of $139.3 million. We also sold a portfolio of twelve flex and light industrial properties in July 2007,
totaling 865,000 square feet in the St. Louis market, for a sales price of $65.0 million, of which we received net proceeds of $64.2 million.



|(4) | Related Party Transactions
|--- | --------------------------

We provide
property management, leasing, construction and other tenant related services to unconsolidated companies in which we have equity interests. For the years ended December 31, 2008, 2007 and 2006, respectively, we earned management fees of $7.8
million, $7.1 million and $4.4 million, leasing fees of $2.8 million, $4.2 million and $2.9 million and construction and development fees of $12.7 million, $13.1 million and $19.1 million from these companies. We recorded these fees based on
contractual terms that approximate market rates for these types of services and we have eliminated our ownership percentages of these fees in the consolidated financial statements.



|(5) | Investments in Unconsolidated Companies
|--- | ---------------------------------------

We
have equity interests generally ranging from 10% to 50% in unconsolidated joint ventures that develop, own and operate rental properties and hold land for development.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Combined summarized financial information for the unconsolidated companies as of December 31,
2008 and 2007, and for the years ended December 31, 2008, 2007 and 2006, are as follows (in thousands):



|                                             |  |      |           |      |   |           |  |   |        
|-------------------------------------------- |  | ---- | --------- | ---- | - | --------- |  | - | -------
|                                             |  | 2008 |           | 2007 |   | 2006     
|Rental revenue                               |  | $    | 250,312   |      | $ | 215,855   |  | $ | 157,186
|                                             |  |      |           |      |   |           |  |   |        
|Net income                                   |  | $    | 40,437    |      | $ | 41,725    |  | $ | 65,985 
|                                             |  |      |           |      |   |           |  |   |        
|                                             |  |      |          
|Land, buildings and tenant improvements, net |  | $    | 2,018,384 |      | $ | 1,771,342 |  |   |        
|Construction in progress                     |  |      | 192,153   |      |   | 105,796   |  |   |        
|Undeveloped land                             |  |      | 179,024   |      |   | 114,253   |  |   |        
|Other assets                                 |  |      | 239,046   |      |   | 194,616   |  |   |        
|                                             |  |      |           |      |   |           |  |   |        
|                                             |  | $    | 2,628,607 |      | $ | 2,186,007 |  |   |        
|                                             |  |      |           |      |   |           |  |   |        
|                                             |  |      |          
|Indebtedness                                 |  | $    | 1,225,762 |      | $ | 989,120   |  |   |        
|Other liabilities                            |  |      | 248,093   |      |   | 224,468   |  |   |        
|                                             |  |      |           |      |   |           |  |   |        
|                                             |  |      | 1,473,855 |      |   | 1,213,588 |  |   |        
|Owners equity                               |  |      | 1,154,752 |      |   | 972,419   |  |   |        
|                                             |  |      |           |      |   |           |  |   |        
|                                             |  | $    | 2,628,607 |      | $ | 2,186,007 |  |   |        
|                                             |  |      |           |      |   |           |  |   |        

Our share of the scheduled payments of long term debt for the unconsolidated joint ventures for
each of the next five years and thereafter as of December 31, 2008 are as follows (in thousands):



|           |  |                   |        
|---------- |  | ----------------- | -------
|Year       |  | Future Repayments
|2009       |  | $                 | 27,182 
|2010       |  |                   | 168,163
|2011       |  |                   | 37,247 
|2012       |  |                   | 44,661 
|2013       |  |                   | 30,942 
|Thereafter |  |                   | 146,930
|           |  |                   |        
|           |  | $                 | 455,125
|           |  |                   |        



|(6) | Discontinued Operations, Assets Held-for-Sale and Impairments
|--- | -------------------------------------------------------------

The operations of 61 buildings are currently classified as discontinued operations for the three-year period ended December 31, 2008. These 61 buildings consist of 35 industrial and 26 office properties. Of these
properties, eight were sold during 2008, 32 properties were sold during 2007 and 21 properties were sold during 2006.

We allocate interest
expense to discontinued operations and have included such interest expense in computing income from discontinued operations. Interest expense allocable to discontinued operations includes interest on any secured debt for properties included in
discontinued operations and an allocable share of our consolidated unsecured interest expense for unencumbered properties. The allocation of unsecured interest expense to discontinued operations was based upon the gross book value of the
unencumbered real estate assets included in discontinued operations as it related to the total gross book value of our unencumbered real estate assets.

The following table illustrates operations of the buildings reflected in discontinued operations for the years ended December 31 (in thousands):



|                                                          |  |      |        |      |   |         |  |   |       
|--------------------------------------------------------- |  | ---- | ------ | ---- | - | ------- |  | - | ------
|                                                          |  | 2008 |        | 2007 |   | 2006   
|Revenues                                                  |  | $    | 9,012  |      | $ | 27,343  |  | $ | 65,969
|Expenses:                                                 |  |      |        |      |   |         |  |   |       
|Operating                                                 |  |      | 2,242  |      |   | 10,997  |  |   | 22,898
|Interest                                                  |  |      | 1,440  |      |   | 7,030   |  |   | 13,848
|Depreciation and amortization                             |  |      | 3,673  |      |   | 4,941   |  |   | 17,422
|General and administrative                                |  |      | 2      |      |   | 38      |  |   | 105   
|                                                          |  |      |        |      |   |         |  |   |       
|Income from discontinued operations, before gain on sales |  |      | 1,655  |      |   | 4,337   |  |   | 11,696
|Gain on sale of properties                                |  |      | 16,961 |      |   | 121,072 |  |   | 46,254
|                                                          |  |      |        |      |   |         |  |   |       
|Income from discontinued operations                       |  | $    | 18,616 |      | $ | 125,409 |  | $ | 57,950
|                                                          |  |      |        |      |   |         |  |   |       



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



At December 31, 2008, we have classified one in-service property as held-for-sale. The following
table illustrates the aggregate balance sheet information of this held-for-sale property at December 31, 2008 (in thousands):



|                                |  |   |       
|------------------------------- |  | - | ------
|Real estate investments, net    |  | $ | 16,813
|Other assets                    |  |   | 1,318 
|                                |  |   |       
|Total assets held-for-sale      |  | $ | 18,131
|                                |  |   |       
|                                | 
|Accrued expenses                |  | $ | 379   
|Other liabilities               |  |   | -     
|                                |  |   |       
|Total liabilities held-for-sale |  | $ | 379   
|                                |  |   |       

As the result of disruptions in the U.S. economy and the difficulties of potential buyers in
obtaining financing in the volatile credit markets, we determined that 28 properties no longer met the criteria for held-for-sale classification. As the result of removing these properties from held-for-sale classification, we recognized $13.2
million of additional depreciation expense in 2008.

As the result of a re-assessment of our intended use, as well as the negative effect
of the overall economy on real estate values in certain of our markets, we recognized non-cash impairment charges of $8.6 million in 2008 on seven of our tracts of undeveloped land. We also recognized $2.8 million of impairment charges on two of our
Build-for-Sale office rental properties that were under construction at December 31, 2008. The fair values of these assets were calculated either by discounting estimated future cash flows and sales proceeds or based on comparable transactions.
All of the non-cash impairment charges recognized in 2008 are included in income from continuing operations.

We recorded impairment
adjustments on depreciable properties of $266,000 in 2006. No impairment adjustments were recorded on depreciable properties in 2007.



|(7) | Indebtedness
|--- | ------------

Indebtedness at
December 31, 2008 and 2007 consists of the following (in thousands):



|                                                                                                                                                                   |  |      |           |      |   |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | --------- | ---- | - | ---------
|                                                                                                                                                                   |  | 2008 |           | 2007
|Fixed rate secured debt, weighted average interest rate of 6.13% at December 31, 2008, and 6.11% at December 31, 2007, maturity
dates ranging from 2009 to 2027    |  | $    | 499,061   |      | $ | 515,423  
|                                                                                                                                                                   |  |     
|Variable rate secured debt, weighted average interest rate of 3.88% at December 31, 2008, and 3.35% at December 31, 2007, maturity
dates ranging from 2014 to 2025 |  |      | 8,290     |      |   | 8,970    
|                                                                                                                                                                   |  |     
|Fixed rate unsecured debt, weighted average interest rate of 5.93% at December 31, 2008, and 5.73% at December 31, 2007, maturity
dates ranging from 2009 to 2028  |  |      | 3,307,468 |      |   | 3,246,000
|                                                                                                                                                                   |  |     
|Unsecured lines of credit, weighted average interest rate of 1.34% at December 31, 2008, and 5.52% at December 31, 2007 maturity dates
ranging from 2010 to 2011   |  |      | 483,659   |      |   | 546,067  
|                                                                                                                                                                   |  |      |           |      |   |          
|                                                                                                                                                                   |  |     
|                                                                                                                                                                   |  | $    | 4,298,478 |      | $ | 4,316,460
|                                                                                                                                                                   |  |      |           |      |   |          

Fixed Rate Secured Debt

As of December 31, 2008, the $507.4 million of secured debt was collateralized by rental properties with a carrying value of $710.5 million and by
letters of credit in the amount of $8.4 million.

The fair value of our fixed rate secured debt as of December 31, 2008 was $438.0
million. We utilized a discounted cash flow methodology in order to determine the fair value of our fixed rate secured debt. The net present value of the difference between future contractual interest payments and future interest payments based on
our estimate of a current market rate represents the difference between the book value and the fair value. Our estimate of a current market rate is based upon the rate at which we estimate we could obtain similar borrowings when considering current
market conditions. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value for our fixed rate secured debt was primarily based upon Level 3 (as described in Note 14) inputs.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Fixed Rate Unsecured Debt

We took the following actions during 2008 and 2007 as it pertains to our fixed rate unsecured indebtedness:



| |  |  | In January 2008, we repaid $125.0 million of senior unsecured notes with an effective interest rate of 3.36% on their scheduled maturity date.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | In May 2008, we repaid $100.0 million of senior unsecured notes with an effective interest rate of 6.76% on their scheduled maturity date.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | In May 2008, we issued $325.0 million of 6.25% senior unsecured notes due in May 2013. After including the effect of forward starting swaps (see Note 13), which
were designated as cash flow hedges for this offering, the effective interest rate is 7.36%.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | In August 2007, we repaid $100.0 million of senior unsecured notes on their scheduled maturity date that had an effective interest rate of 7.47%.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | In September 2007, we issued $300.0 million of 6.50% senior unsecured notes due in January 2018. This issuance was hedged with a forward starting interest rate swap
that was settled and reduced the effective interest rate to 6.16%.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | In November 2007, we repaid $100.0 million of senior unsecured notes on their scheduled maturity date that had an effective interest rate of 3.63%.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

The fair value of our fixed rate unsecured debt as of December 31, 2008 was approximately $2.2 billion. We utilized
multiple broker estimates in estimating the fair value. Our unsecured notes are thinly traded and, in many cases, the broker estimates were not based upon comparable transactions. As such, we have determined that our estimation of the fair value of
our fixed rate unsecured debt was primarily based upon Level 3 inputs.

The indentures (and related supplemental indentures) governing our
outstanding series of notes also require us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such covenants as of December 31, 2008.

Unsecured Lines of Credit

Our
unsecured lines of credit as of December 31, 2008 are described as follows (in thousands):



|                                                   |  |                   |           |              |              |                                 |   |        
|-------------------------------------------------- |  | ----------------- | --------- | ------------ | ------------ | ------------------------------- | - | -------
|Description                                        |  | BorrowingCapacity |           | MaturityDate |              | Outstandingat December 31, 2008
|Unsecured Line of Credit  Partnership             |  | $                 | 1,300,000 |              | January 2010 |                                 | $ | 474,000
|Unsecured Line of Credit  Consolidated Subsidiary |  | $                 | 30,000    |              | July 2011    |                                 | $ | 9,659  

We use the Partnerships unsecured line of credit to fund development activities, acquire
additional rental properties and provide working capital. This line of credit provides us with an option to obtain borrowings from financial institutions that participate in the line, at rates that may be lower than the stated interest rate, subject
to certain restrictions. The stated rate on the amounts outstanding on the Partnerships unsecured line of credit as of December 31, 2008 was LIBOR plus .525% (ranging from 1.005% to 2.355% as of December 31, 2008). We may, solely at
our option, exercise an option to extend the maturity date to January 2011. This line of credit also contains various financial covenants that require us to meet financial ratios and defined levels of performance, including those related to fixed
charge, variable rate indebtedness, consolidated net worth and debt-to-net asset value. As of December 31, 2008, we were in compliance with all covenants under this line of credit.

The consolidated subsidiarys unsecured line of credit allows for borrowings up to $30.0 million at a rate of LIBOR plus .85% (equal to 1.32% for
outstanding borrowings as of December 31, 2008). This unsecured line of credit is used to fund development activities within the consolidated subsidiary and matures in July 2011 with a 12-month extension option.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



The fair value of our unsecured lines of credit as of December 31, 2008 was $477.1 million. We
utilized a discounted cash flow methodology in order to estimate the fair value. The net present value of the difference between future contractual interest payments and future interest payments based on our estimate of a current market rate
represents the difference between the book value and the fair value. Our estimate of a current market rate is based upon the rate, considering current market conditions and our specific credit profile, at which we estimate we could obtain similar
borrowings. The current market rate we utilized was internally estimated; therefore, we have concluded that our determination of fair value for our unsecured lines of credit was primarily based upon Level 3 inputs.

Scheduled Maturities and Interest Paid

At December 31, 2008, the scheduled amortization and maturities of all indebtedness for the next five years and thereafter were as follows (in thousands):



| |            |      |   |           | 
| | ---------- | ---- | - | --------- | 
| |            | Year |   | Amount   
| | 2009       |      | $ | 257,697  
| | 2010       |      |   | 649,445  
| | 2011       |      |   | 1,053,621
| | 2012       |      |   | 210,122  
| | 2013       |      |   | 483,889  
| | Thereafter |      |   | 1,642,014
| |            |      |   |          
| |            |      | $ | 4,296,788
| |            |      |   |           | 

The amount of interest paid in 2008, 2007 and 2006 was $235.6 million, $225.8 million and $198.1
million, respectively. The amount of interest capitalized in 2008, 2007 and 2006 was $53.5 million, $59.2 million and $36.3 million, respectively.



|(8) | Segment Reporting
|--- | -----------------

We have three reportable
operating segments, the first two of which consist of the ownership and rental of office and industrial real estate investments. The operations of our office and industrial properties, along with our healthcare and retail properties, are
collectively referred to as Rental Operations. Our healthcare and retail properties, which do not meet the quantitative thresholds defined in SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information,
are not separately presented as a reportable segment. The third reportable segment consists of our Build-for-Sale operations and providing various real estate services such as property management, maintenance, leasing, development and construction
management to third-party property owners and joint ventures (and is collectively referred to as Service Operations). Our reportable segments offer different products or services and are managed separately because each segment requires
different operating strategies and management expertise.

During the period between the completion of development, rehabilitation or
repositioning of a Build-for-Sale property and the date the property is contributed to an unconsolidated company or sold to a third party, the property and its associated rental income and rental expenses are included in the applicable Rental
Operations segment because the primary activity associated with the Build-for-Sale property during that period is rental activities. Upon contribution or sale, the resulting gain or loss is part of the income of the Service Operations business
segment.

Other revenue consists of equity in earnings of unconsolidated companies as well as other operating revenues not identified with
one of our operating segments. Segment FFO information (FFO is defined below) is calculated by subtracting operating expenses attributable to the applicable segment from segment revenues. Non-segment assets consist of corporate assets including
cash, deferred financing costs and investments in unconsolidated companies. Interest expense and other non-property specific revenues and expenses are not allocated to individual segments in determining our performance measure.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



We assess and measure segment operating results based upon an industry performance measure referred
to as Funds From Operations (FFO), which management believes is a useful indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT like our General
Partner. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT). NAREIT created FFO as a supplemental measure of REIT operating
performance that excludes historical cost depreciation, among other items, from net income determined in accordance with GAAP. FFO is a non-GAAP financial measure. The most comparable GAAP measure is net income (loss). FFO should not be considered
as a substitute for net income or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other companies.

Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically
risen or fallen with market conditions, many industry analysts and investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. FFO, as defined by NAREIT,
represents GAAP net income (loss), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization,
and after similar adjustments for unconsolidated partnerships and joint ventures.

Management believes that the use of FFO, combined with
the required primary GAAP presentations, improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes FFO is a useful measure for reviewing
comparative operating and financial performance (although FFO should be reviewed in conjunction with net income, which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated real
estate assets and excluding real estate asset depreciation and amortization, FFO provides a useful comparison of the operating performance of our real estate between periods or as compared to different companies.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



The following table shows (i) the revenues and FFO for each of the reportable segments and
(ii) a reconciliation of net income available for common unitholders to the calculation of FFO for the years ended December 31, 2008, 2007 and 2006 (in thousands):



|                                                                    |  |      |           |      |   |           |  |   |          
|------------------------------------------------------------------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                                                    |  | 2008 |           | 2007 |   | 2006     
|Revenues                                                            |  |      |           |      |   |           |  |   |          
|Rental Operations:                                                  |  |      |           |      |   |           |  |   |          
|Office                                                              |  | $    | 568,405   |      | $ | 562,277   |  | $ | 547,370  
|Industrial                                                          |  |      | 250,078   |      |   | 218,055   |  |   | 193,675  
|Non-reportable Rental Operations segments                           |  |      | 31,987    |      |   | 20,952    |  |   | 5,770    
|Service Operations                                                  |  |      | 101,898   |      |   | 99,358    |  |   | 90,125   
|                                                                    |  |      |           |      |   |           |  |   |          
|Total Segment Revenues                                              |  |      | 952,368   |      |   | 900,642   |  |   | 836,940  
|Other Revenue                                                       |  |      | 43,719    |      |   | 50,805    |  |   | 58,476   
|                                                                    |  |      |           |      |   |           |  |   |          
|Consolidated Revenue from continuing operations                     |  |      | 996,087   |      |   | 951,447   |  |   | 895,416  
|Discontinued Operations                                             |  |      | 9,012     |      |   | 27,343    |  |   | 65,969   
|                                                                    |  |      |           |      |   |           |  |   |          
|Consolidated Revenue                                                |  | $    | 1,005,099 |      | $ | 978,790   |  | $ | 961,385  
|                                                                    |  |      |           |      |   |           |  |   |          
|                                                                    |  |      |          
|Funds From Operations                                               |  |      |           |      |   |           |  |   |          
|Rental Operations:                                                  |  |      |           |      |   |           |  |   |          
|Office                                                              |  | $    | 341,093   |      | $ | 347,974   |  | $ | 341,927  
|Industrial                                                          |  |      | 191,795   |      |   | 166,827   |  |   | 150,122  
|Non-reportable Rental Operations segments                           |  |      | 20,159    |      |   | 14,384    |  |   | 4,372    
|Services Operations                                                 |  |      | 61,943    |      |   | 52,034    |  |   | 53,196   
|                                                                    |  |      |           |      |   |           |  |   |          
|Total Segment FFO                                                   |  |      | 614,990   |      |   | 581,219   |  |   | 549,617  
|Non-Segment FFO:                                                    |  |      |           |      |   |           |  |   |          
|Interest expense                                                    |  |      | (195,148) |      |   | (171,994) |  |   | (172,658)
|Impairment charges and other expenses                               |  |      | (19,729)  |      |   | (5,658)   |  |   | (2,284)  
|Interest and other income (expense), net                            |  |      | 4,041     |      |   | (416)     |  |   | 348      
|General and administrative expense                                  |  |      | (39,506)  |      |   | (37,689)  |  |   | (35,811) 
|Gain on land sales, net                                             |  |      | 12,651    |      |   | 33,998    |  |   | 8,192    
|Other non-segment income (expense)                                  |  |      | 9,128     |      |   | 12,524    |  |   | 11,895   
|Joint venture FFO                                                   |  |      | 61,026    |      |   | 49,928    |  |   | 37,774   
|Distributions on Preferred Units                                    |  |      | (71,426)  |      |   | (58,292)  |  |   | (56,419) 
|Adjustment for redemption of Preferred Units                        |  |      | -         |      |   | (3,483)   |  |   | (2,633)  
|Gain on repurchase of Preferred Units                               |  |      | 14,046    |      |   | -         |  |   | -        
|Discontinued operations                                             |  |      | 5,328     |      |   | 9,278     |  |   | 33,549   
|                                                                    |  |      |           |      |   |           |  |   |          
|Consolidated basic FFO                                              |  |      | 395,401   |      |   | 409,415   |  |   | 371,570  
|Depreciation and amortization on continuing operations              |  |      | (311,279) |      |   | (272,750) |  |   | (236,846)
|Depreciation and amortization on discontinued operations            |  |      | (3,673)   |      |   | (4,941)   |  |   | (17,422) 
|Partnerships share of joint venture adjustments                    |  |      | (37,704)  |      |   | (26,791)  |  |   | (18,394) 
|Earnings from depreciated property sales on discontinued operations |  |      | 16,961    |      |   | 121,072   |  |   | 42,089   
|Earnings from depreciated property sales - share of joint venture   |  |      | 495       |      |   | 6,244     |  |   | 18,802   
|                                                                    |  |      |           |      |   |           |  |   |          
|Net income available for common unitholders                         |  | $    | 60,201    |      | $ | 232,249   |  | $ | 159,799  
|                                                                    |  |      |           |      |   |           |  |   |          

The assets for each of the reportable segments as of December 31, 2008 and 2007 are as
follows (in thousands):



|                                          |  |                  |           |                  |   |          
|----------------------------------------- |  | ---------------- | --------- | ---------------- | - | ---------
|                                          |  | December 31,2008 |           | December 31,2007
|Assets                                    |  |                  |           |                  |   |          
|Rental Operations:                        |  |                  |           |                  |   |          
|Office                                    |  | $                | 3,758,839 |                  | $ | 3,705,928
|Industrial                                |  |                  | 2,363,632 |                  |   | 2,313,507
|Non-reportable Rental Operations segments |  |                  | 364,848   |                  |   | 312,246  
|Service Operations                        |  |                  | 373,186   |                  |   | 476,033  
|                                          |  |                  |           |                  |   |          
|Total Segment Assets                      |  |                  | 6,860,505 |                  |   | 6,807,714
|Non-Segment Assets                        |  |                  | 829,937   |                  |   | 852,937  
|                                          |  |                  |           |                  |   |          
|Consolidated Assets                       |  | $                | 7,690,442 |                  | $ | 7,660,651
|                                          |  |                  |           |                  |   |          

In addition to revenues and FFO, we also review our recurring capital expenditures in measuring
the performance of our individual Rental Operations segments. These recurring capital expenditures consist of tenant improvements, leasing commissions and building improvements. We review these expenditures to determine the costs associated with
re-leasing vacant space and maintaining the condition of our properties. Our recurring capital expenditures by segment are summarized as follows for the years ended December 31, 2008, 2007 and 2006 (in thousands):



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



|                                          |  |      |        |      |   |        |  |   |       
|----------------------------------------- |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                                          |  | 2008 |        | 2007 |   | 2006  
|Recurring Capital Expenditures            |  |      |        |      |   |        |  |   |       
|Office                                    |  | $    | 56,844 |      | $ | 68,427 |  | $ | 66,449
|Industrial                                |  |      | 16,443 |      |   | 16,454 |  |   | 16,210
|Non-reportable Rental Operations segments |  |      | 1,527  |      |   | 1,055  |  |   | 341   
|                                          |  |      |        |      |   |        |  |   |       
|Total                                     |  | $    | 74,814 |      | $ | 85,936 |  | $ | 83,000
|                                          |  |      |        |      |   |        |  |   |       



|(9) | Leasing Activity
|--- | ----------------

Future minimum rents due
to us under non-cancelable operating leases at December 31, 2008 are as follows (in thousands):



|           |  |        |          
|---------- |  | ------ | ---------
|Year       |  | Amount
|2009       |  | $      | 725,314  
|2010       |  |        | 703,082  
|2011       |  |        | 622,876  
|2012       |  |        | 543,304  
|2013       |  |        | 447,890  
|Thereafter |  |        | 1,534,866
|           |  |        |          
|           |  | $      | 4,577,332
|           |  |        |          

In addition to minimum rents, certain leases require reimbursements of specified operating
expenses that amounted to $183.2 million, $177.2 million and $161.7 million for the years ended December 31, 2008, 2007 and 2006, respectively.



|(10) | Employee Benefit Plans
|---- | ----------------------

We maintain a
401(k) plan for full-time employees. We make matching contributions up to an amount equal to three percent of the employees salary and may also make annual discretionary contributions. The total expense recognized for this plan was $3.0
million, $3.7 million and $3.9 million for the years ended December 31, 2008, 2007 and 2006, respectively.

We make contributions to a
contributory health and welfare plan as necessary to fund claims not covered by employee contributions. The total expense we recognized related to this plan was $9.6 million, $9.3 million and $9.4 million for 2008, 2007 and 2006, respectively. These
expense amounts include estimates based upon the historical experience of claims incurred but not reported as of year-end.



|(11) | Partners Equity
|---- | ----------------

The General Partner
periodically uses the public equity markets to fund the development and acquisition of additional rental properties or to pay down debt. The proceeds of these offerings are contributed to us in exchange for an additional interest in the Partnership.

Beginning in August 2007, the General Partner issued new shares of common stock under employee and non-employee stock purchase plans, as
well as for dividend reinvestment plans. The General Partner received $15.5 million and $6.9 million of proceeds from these share issuances during the years ended December 31, 2008 and 2007, respectively.

In October 2007, the General Partner issued 7.0 million shares of its common stock for net proceeds of $232.7 million.

In February 2008, the General Partner issued $300.0 million of 8.375% Series O Cumulative Redeemable Preferred Shares and used the net proceeds to reduce
the outstanding balance on the Partnerships unsecured line of credit. The General Partners Series O Cumulative Redeemable Preferred Shares have no stated maturity date although they may be redeemed, at the General Partners option,
beginning in February 2013.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



During the fourth quarter of 2008, pursuant to the share repurchase plan approved by the General
Partners board of directors, the General Partner repurchased 109,500 preferred shares from all of its outstanding series. The preferred shares repurchased had a total redemption value of approximately $27.4 million, and were repurchased for
$12.4 million. We then repurchased corresponding Preferred Units held by the General Partner at the same price at which it repurchased its shares on the open market. In conjunction with the repurchases, approximately $924,000 of offering costs, the
ratable portion of total offering costs associated with the repurchased Preferred Units, were charged against income available for common unitholders in the fourth quarter. A net gain of approximately $14.0 million was included in income available
to common unitholders. All shares repurchased by the General Partner were retired prior to December 31, 2008.

In October 2007, the
General Partner redeemed all of its outstanding 7.99% Series B Cumulative Redeemable Preferred Shares at a liquidation amount of $132.3 million. Offering costs of $3.5 million were charged against net income available to common unitholders in
conjunction with the redemption of these shares.

The following series of Preferred Units were outstanding as of December 31, 2008 (in
thousands, except percentage data):



|                   |  |                  |  |                  |  |                        |  |                       |        
|------------------ |  | ---------------- |  | ---------------- |  | ---------------------- |  | --------------------- | -------
|Description        |  | UnitsOutstanding |  | DistributionRate |  | OptionalRedemptionDate |  | LiquidationPreference
|                   |  |                  |  |                 
|Series J Preferred |  | 396              |  | 6.625%           |  | August 29, 2008        |  | $                     | 99,058 
|Series K Preferred |  | 598              |  | 6.500%           |  | February 13, 2009      |  | $                     | 149,550
|Series L Preferred |  | 797              |  | 6.600%           |  | November 30, 2009      |  | $                     | 199,075
|Series M Preferred |  | 673              |  | 6.950%           |  | January 31, 2011       |  | $                     | 168,272
|Series N Preferred |  | 435              |  | 7.250%           |  | June 30, 2011          |  | $                     | 108,630
|Series O Preferred |  | 1,168            |  | 8.375%           |  | February 22, 2013      |  | $                     | 292,040

All series of Preferred Units require cumulative distributions and have no stated maturity date
(although the General Partner may redeem all such Preferred Units on or following their optional redemption dates at its option, in whole or in part).



|(12) | Stock Based Compensation
|---- | ------------------------

The General
Partner is authorized to issue up to 9,079,187 shares of its common stock under its stock based employee and non-employee compensation plans.

Cash flows resulting from tax deductions in excess of recognized compensation cost from the exercise of stock options (excess tax benefits) were not significant in any period presented.

Fixed Stock Option Plans

The
General Partner had options outstanding under five fixed stock option plans as of December 31, 2008. Additional grants may be made under one of those plans. Stock option awards granted under the General Partners stock based employee and
non-employee compensation plans generally vest over five years at 20% per year and have contractual lives of ten years. The exercise price for stock option grants is set at the fair value of the General Partners common stock on the day of
grant.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



The following table summarizes transactions under the General Partners stock option plans as of
December 31, 2008:



|                                 |  |           |  |                              |       |                              |     |                                          |   |  
|-------------------------------- |  | --------- |  | ---------------------------- | ----- | ---------------------------- | --- | ---------------------------------------- | - | -
|                                 |  |           |  | 2008                         |       |                             
|                                 |  | Shares    |  | WeightedAverageExercisePrice |       | WeightedAverageRemainingLife |     | AggregateIntrinsicValue (1)(in Millions)
|Outstanding, beginning of year   |  | 5,850,956 |  | $                            | 29.84 |                              |     |                                          |   |  
|Granted                          |  | 2,792,012 |  | $                            | 23.34 |                              |     |                                          |   |  
|Exercised                        |  | (232,886) |  | $                            | 22.21 |                              |     |                                          |   |  
|Forfeited                        |  | (986,815) |  | $                            | 28.33 |                              |     |                                          |   |  
|                                 |  |           |  |                              |       |                              |     |                                          |   |  
|Outstanding, end of year         |  | 7,423,267 |  | $                            | 27.84 |                              | 7.2 |                                          | $ | -
|                                 |  |           |  |                              |       |                              |     |                                          |   |  
|Options exercisable, end of year |  | 2,703,868 |  | $                            | 27.96 |                              | 4.9 |                                          | $ | -
|                                 |  |           |  |                              |       |                              |     |                                          |   |  



| | (1) | The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the closing stock price of $10.96 at December 31, 2008, which would have been received by
the option holders had all option holders exercised their options as of that date. This amount changes continuously based on the market prices of the General Partners stock.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Options granted in the years ended December 31, 2008, 2007 and 2006, respectively, had a weighted average fair value per option of $1.76, $2.89 and
$3.60. As of December 31, 2008, there was $6.3 million of total unrecognized compensation expense related to stock options granted under the plans, which is expected to be recognized over a weighted average remaining period of 3.59 years. The
total intrinsic value of options exercised during the years ended December 31, 2008, 2007 and 2006 respectively, was approximately $898,000, $5.6 million and $11.3 million. Compensation expense recognized for fixed stock option plans was $3.9
million, $2.3 million and $1.7 million for the years ended December 31, 2008, 2007 and 2006, respectively. The fair value of options vested during the years ended December 31, 2008, 2007 and 2006 was $2.6 million, $1.6 million and $1.6
million, respectively.

The fair values of the options were determined using the Black-Scholes option-pricing model with the following
assumptions:



|                        |  |         |  |             |  |        
|----------------------- |  | ------- |  | ----------- |  | -------
|                        |  | 2008    |  | 2007        |  | 2006   
|Dividend yield          |  | 6.75%   |  | 5.75%-6.50% |  | 6.25%  
|Volatility              |  | 20.0%   |  | 18.0%       |  | 20.0%  
|Risk-free interest rate |  | 2.79%   |  | 3.63-4.78%  |  | 4.5%   
|Expected life           |  | 5 years |  | 5 years     |  | 6 years

The risk free interest rate assumption is based upon observed interest rates appropriate for the
term of the General Partners employee stock options. The dividend yield assumption is based on the history of and our present expectation of future dividend payouts. Our computation of expected volatility for the valuation of stock options
granted in the years ended December 31, 2008, 2007 and 2006 is based on historic, and our present expectation of future volatility over a period of time equal to the expected term. The expected life of employee stock options represents the
weighted average period the stock options are expected to remain outstanding.

Performance Share Plan

Performance shares were granted under the 2000 Performance Share Plan, with each performance share economically equivalent to one share of the General
Partners common stock. The performance shares vest over a five-year period with the vesting percentage for a year dependent upon the General Partners attainment of certain predefined levels of earnings growth for such year. The
performance shares have a contractual life of five years. In April 2006, the 2000 Performance Share Plan was amended to provide that awards would be settled in shares of the General Partners common stock rather than cash. The fair value of
existing awards was fixed at the date of the amendment and the fair value of subsequent awards will be fixed at the fair value of the General Partners common stock at the date of grant.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



The following table summarizes transactions for the General Partners performance shares for the
year ended December 31, 2008:



|                                                                    |  |          |  |          |  |         
|------------------------------------------------------------------- |  | -------- |  | -------- |  | --------
|2000 Performance Share Plan                                         |  | Vested   |  | Unvested |  | Total   
|                                                                    |  |          | 
|Performance Share Plan units at December 31, 2007                   |  | 138,199  |  | 39,977   |  | 178,176 
|Granted                                                             |  | -        |  | -        |  | -       
|Vested                                                              |  | 27,499   |  | (27,499) |  | -       
|Forfeited                                                           |  | -        |  | (2,345)  |  | (2,345) 
|Dividend reinvestments                                              |  | 21,283   |  | -        |  | 21,283  
|Disbursements                                                       |  | (11,217) |  | -        |  | (11,217)
|                                                                    |  |          |  |          |  |         
|Total Performance Share Plan units Outstanding at December 31, 2008 |  | 175,764  |  | 10,133   |  | 185,897 
|                                                                    |  |          |  |          |  |         

Compensation expense recognized for Performance Share Plan units was $201,000, $1.3 million and
$1.2 million for 2008, 2007 and 2006, respectively. The total vest date fair value of shares vesting during the year ended December 31, 2008 was $991,000.

Shareholder Value Plan Awards

The General Partners 2005 Shareholder Value Plan (2005
SVP Plan), a sub-plan of its 2005 Long-Term Incentive Plan, was approved by the General Partners shareholders in April 2005. Upon vesting, payout of the 2005 Shareholder Value Plan awards will be made in shares of the General
Partners common stock. Under the 2005 SVP Plan, shareholder value awards fully vest three years after the date of grant. The number of common shares to be issued may range from 0%-300% of the target shares awarded and will be based upon the
General Partners total shareholder return for such three-year period as compared to the S&P 500 Index and the NAREIT Real Estate 50 Index. Each index is weighted at 50%.

Awards made under the 2005 SVP Plan are measured at fair value, which is determined using a Monte Carlo simulation model that was developed to
accommodate the unique features of the 2005 SVP Plan. Compensation cost recognized under the 2005 SVP Plan was $2.0 million, $1.5 million and $879,000 for the years ended December 31, 2008, 2007 and 2006, respectively.

The following table summarizes transactions for the General Partners awards under the 2005 SVP Plan for 2008:



|                                   |  |                   |  |                                     |      
|---------------------------------- |  | ----------------- |  | ----------------------------------- | -----
|2005 Shareholder Value Plan Awards |  | Number ofSVPUnits |  | WeightedAverageGrant DateFair Value
|SVP awards at December 31, 2007    |  | 164,180           |  | $                                   | 40.20
|Granted                            |  | 206,578           |  | $                                   | 23.34
|Vested                             |  | (70,847)          |  | $                                   | 34.17
|Forfeited                          |  | (57,835)          |  | $                                   | 30.96
|Other                              |  | (383)             |  | $                                   | 30.71
|                                   |  |                   |  |                                     |      
|SVP awards at December 31, 2008    |  | 241,693           |  | $                                   | 29.78
|                                   |  |                   |  |                                     |      

As of December 31, 2008, there was $2.0 million of total unrecognized compensation expense
related to nonvested SVP Plan awards granted under the 2005 SVP Plan, which will be recognized over a weighted average period of 1.7 years. All 2005 SVP Plan awards have a contractual life of three years.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Restricted Stock Units

Under the General Partners 2005 Long-Term Incentive Plan and its 2005 Non-Employee Directors Compensation Plan approved by the General
Partners shareholders in April 2005, restricted stock units (RSUs) may be granted to non-employee directors, executive officers and selected management employees. An RSU is economically equivalent to one share of the General
Partners common stock. RSUs generally vest 20% per year over five years, have contractual lives of five years and are payable in shares of the General Partners common stock. However, RSUs granted to existing non-employee directors
vest 100% over one year, and have contractual lives of one year. We recognize the value of the granted RSUs over this vesting period as expense.

The following table summarizes transactions for the General Partners RSUs, excluding dividend equivalents, for 2008:



|                          |  |               |  |                                     |      
|------------------------- |  | ------------- |  | ----------------------------------- | -----
|Restricted Stock Units    |  | Number ofRSUs |  | WeightedAverageGrant DateFair Value
|RSUs at December 31, 2007 |  | 261,098       |  | $                                   | 37.87
|Granted                   |  | 275,616       |  | $                                   | 23.35
|Vested                    |  | (75,019)      |  | $                                   | 38.03
|Forfeited                 |  | (60,320)      |  | $                                   | 30.20
|                          |  |               |  |                                     |      
|RSUs at December 31, 2008 |  | 401,375       |  | $                                   | 29.03
|                          |  |               |  |                                     |      

Compensation cost recognized for RSUs totaled $4.9 million, $3.0 million and $2.1 million for the
years ended December 31, 2008, 2007 and 2006, respectively.

As of December 31, 2008, there was $4.8 million of total
unrecognized compensation expense related to nonvested RSUs granted under the Plan, which is expected to be recognized over a weighted average period of 3.7 years.



|(13) | Financial Instruments
|---- | ---------------------

We are exposed to
capital market risk, such as changes in interest rates. In an effort to manage interest rate risk, we may enter into interest rate hedging arrangements from time to time. We do not utilize derivative financial instruments for trading or speculative
purposes.

In November 2007, we entered into forward starting interest swaps with notional amounts appropriate to hedge interest rates on
$300.0 million of anticipated debt offerings in 2008. The forward starting swaps were appropriately designated and tested for effectiveness as cash flow hedges. In March 2008, we settled the forward starting swaps and made a cash payment of $14.6
million to the counterparties. An effectiveness test was performed as of the settlement date and it was concluded that a highly effective cash flow hedge was still in place for the expected debt offering. Of the amount paid in settlement,
approximately $700,000 was immediately reclassified to interest expense, as the result of partial ineffectiveness calculated at the settlement date. The net amount of $13.9 million was recorded in Other Comprehensive Income (OCI) and is
being recognized through interest expense over the life of the hedged debt offering, which took place in May 2008. The remaining unamortized amount included as a reduction to accumulated OCI as of December 31, 2008 is $12.0 million.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



In August 2005, we entered into $300.0 million of cash flow hedges through forward starting interest
rate swaps to hedge interest rates on $300.0 million of anticipated debt offerings in 2007. The swaps qualified for hedge accounting, with any changes in fair value recorded in OCI. In conjunction with the September 2007 issuance of $300.0 million
of senior unsecured notes, we terminated these cash flow hedges as designated. The settlement amount received of $10.7 million is being recognized to earnings through a reduction of interest expense over the term of the hedged cash flows. The
remaining unamortized amount included as an increase to accumulated OCI as of December 31, 2008 is $9.3 million. The ineffective portion of the hedge was insignificant.

In March 2005, we entered into $300.0 million of cash flow hedges through forward starting interest rate swaps to hedge interest rates on $300.0 million
of anticipated debt offerings in 2006. The swaps qualified for hedge accounting, with any changes in fair value recorded in OCI. In March 2006, we issued $150.0 million of 5.50% senior unsecured notes due 2016 and terminated a corresponding amount
of the cash flow hedges designated for this transaction. The settlement amount paid of approximately $800,000 is being recognized to earnings through interest expense ratably over the life of the senior unsecured notes and the ineffective portion of
the hedge was insignificant. In August 2006, we issued $450.0 million of 5.95% senior unsecured notes due 2017 and $250.0 million of 5.63% senior unsecured notes due 2011 and terminated the remaining $150.0 million of cash flow hedges. The
settlement amount received of approximately $1.6 million is being recognized to earnings through a reduction of interest expense ratably over the lives of the senior unsecured notes. The ineffective portion of the hedge was insignificant. The net
remaining unamortized amount included as an increase to accumulated OCI related to these two swaps that were unwound in 2006 is approximately $599,000 as of December 31, 2008.

The effectiveness of our hedges is evaluated throughout their lives using the hypothetical derivative method under which the change in fair value of the
actual swap designated as the hedging instrument is compared to the change in fair value of a hypothetical swap. We had no material interest rate derivatives, when considering both fair value and notional amount, at December 31, 2008.



|(14) | Recent Accounting Pronouncements
|---- | --------------------------------

SFAS
No. 157, Fair Value Measurements (SFAS 157) was effective for us on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157
applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. Based on the guidance
provided by Financial Accounting Standards Board (FASB) Staff Position No. 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), we have only partially implemented the guidance promulgated under SFAS
157 as of January 1, 2008, which in our circumstances only affects financial instruments. SFAS 157 was not applied during 2008 to nonfinancial long-lived asset groups measured for an impairment assessment, reporting units measured at fair value
in the first step of the goodwill impairment test, and nonfinancial assets and nonfinancial liabilities initially measured at fair value in a business combination. We will fully apply the provisions of SFAS 157 beginning January 1, 2009 and do
not expect there to be a material impact to the financial statements.

SFAS 157 emphasized that fair value is a market-based measurement,
not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in
fair value measurements, SFAS 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified
within Levels 1 and 2 of the hierarchy) and the reporting entitys own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or
liabilities to which we have access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets
and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable
inputs for the asset or liability, which are typically based on an entitys own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from
different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our
assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

In December 2007, the FASB issued SFAS No. 141R, Business Combinations (SFAS 141R) and SFAS No.160, Noncontrolling Interests
in the Consolidated Financial Statements  an amendment to ARB No. 51(SFAS 160). SFAS 141R and SFAS 160 require most identifiable assets, liabilities, noncontrolling interests and goodwill acquired in a business
combination to be recorded at full fair value and require noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling
interest holders. Both Statements are effective for periods beginning on or after December 15, 2008, and earlier adoption is prohibited. SFAS 141R will be applied to business combinations after the effective date. SFAS 160 will be applied
prospectively to all noncontrolling interests, including any that arose before the effective date. We are currently evaluating the impact of adopting SFAS 141R and SFAS 160 on our results of operations and financial position.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB
Statement No. 133(SFAS 161). SFAS 161 requires enhanced disclosures for derivative instruments and hedging activities, specifically in regard to the purpose of the derivative and how the derivative and hedging activities affect
an entitys financial position, financial performance and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008 and early application is allowed. We will apply SFAS 161 beginning in 2009.

In May 2008, the FASB ratified FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in
Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1) that will require separate accounting for the debt and equity components of convertible instruments. FSP APB 14-1 will require that the value assigned to the
debt component would be the estimated fair value of a similar bond without the conversion feature, which would result in the debt being recorded at a discount. The resulting debt discount will be amortized over the period during which the debt is
expected to be outstanding (i.e., through the first optional redemption date) as additional non-cash interest expense. FSP APB 14-1 is effective January 1, 2009 and will be applied retrospectively. We currently estimate that FSP APB 14-1 will
result in us recognizing additional non-cash interest expense of between $5.5 million and $7.5 million per annum.



|(15) | Commitments and Contingencies
|---- | -----------------------------

We have
guaranteed the repayment of $68.1 million of economic development bonds issued by various municipalities in connection with certain commercial developments. We will be required to make payments under our guarantees to the extent that incremental
taxes from specified developments are not sufficient to pay the bond debt service. Management does not believe that it is probable that we will be required to make any significant payments in satisfaction of these guarantees.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements



We also have guaranteed the repayment of secured and unsecured loans of nine of our unconsolidated
subsidiaries. At December 31, 2008, the maximum guarantee exposure for these loans was approximately $255.1 million. Additionally, we guaranteed $29.0 million of secured indebtedness related to a property sold to a third party in 2006.
Management believes that the value of the underlying real estate exceeds the associated loan balances and that we will not be required to satisfy these guarantees.

We have entered into agreements, subject to the completion of due diligence requirements, resolution of certain contingencies and completion of customary closing conditions, for the future acquisitions of land
totaling $8.0 million. In most cases, we may withdraw from land purchase contracts and the sellers only recourse is earnest money deposits that we have already paid.

In October 2000, we sold or contributed industrial properties and undeveloped land with a fair value of $487.0 million to a joint venture (Dugan Realty
LLC) in which we have a 50% interest and recognized a net gain of $35.2 million. In connection with this transaction, the joint venture partners were given an option to put up to a $50.0 million interest in the joint venture to us in exchange for
the General Partners common stock or cash (at the General Partners option), subject to certain timing and other restrictions. As a result of this put option, we deferred $10.2 million of gain on sale of depreciated property and recorded
a $50.0 million liability.

We are subject to various legal proceedings and claims that arise in the ordinary course of business. In the
opinion of management, the amount of any ultimate liability with respect to these actions will not materially affect our consolidated financial statements or results of operations.



|(16) | Subsequent Events
|---- | -----------------

Declaration of
Distributions

The General Partners board of directors declared the following distributions at its regularly scheduled board
meeting held on January 28, 2009:



|                                 |  |                      |          |             |                   |              |                  
|-------------------------------- |  | -------------------- | -------- | ----------- | ----------------- | ------------ | -----------------
|Class                            |  | QuarterlyAmount/Unit |          | Record Date |                   | Payment Date
|Common                           |  | $                    | 0.25     |             | February 13, 2009 |              | February 27, 2009
|Preferred (per depositary unit): |  |                      |          |             |                   |              |                  
|Series J                         |  | $                    | 0.414063 |             | February 13, 2009 |              | February 27, 2009
|Series K                         |  | $                    | 0.406250 |             | February 13, 2009 |              | February 27, 2009
|Series L                         |  | $                    | 0.412500 |             | February 13, 2009 |              | February 27, 2009
|Series M                         |  | $                    | 0.434375 |             | March 17, 2009    |              | March 31, 2009   
|Series N                         |  | $                    | 0.453125 |             | March 17, 2009    |              | March 31, 2009   
|Series O                         |  | $                    | 0.523438 |             | March 17, 2009    |              | March 31, 2009   



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|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                             |  |                           |  |              |  |       |  |      |  |     
|---------------------------------------- |  | ------------------------------ |  | ------------ |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | --------- | --------------------------- |  | ------------------------- |  | ------------ |  | ----- |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                                |  |              |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                            
|December 31, 2008                        |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                            
|(in thousands)                           |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                            
|                                         |  |                                |  |              |  |              |  |              |              
|Development                              |  | Name                           |  | BuildingType |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |           | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                                |  |              |  |              |  |             
|                                         |  |                                |  |              |  |              |  |             
|                                         |  |                                |  | Land         |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total (1) |                             |  |                          
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|ALLEN, TEXAS                             |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                             |  |                           |  |              |  |       |  |      |  |     
|Allen Central Park                       |  | One Allen Center               |  | Office       |  | -            |  | 1,966        |               | 11,051                                                |          | 2,672                     |           | 1,720                       |  | 13,969                    |  | 15,689       |  | 696   |  | 2007 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|ALPHARETTA, GEORGIA                      |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                             |  |                           |  |              |  |       |  |      |  |     
|Brookside Office Park                    |  | Radiant I                      |  | Office       |  | -            |  | 1,269        |               | 14,697                                                |          | 132                       |           | 1,269                       |  | 14,829                    |  | 16,098       |  | 3,521 |  | 1998 |  | 1999
|Brookside Office Park                    |  | Brookside I                    |  | Office       |  | -            |  | 1,625        |               | 8,545                                                 |          | 4,131                     |           | 1,492                       |  | 12,809                    |  | 14,301       |  | 3,319 |  | 1999 |  | 1999
|Brookside Office Park                    |  | Radiant II                     |  | Office       |  | -            |  | 831          |               | 6,755                                                 |          | 203                       |           | 831                         |  | 6,958                     |  | 7,789        |  | 1,415 |  | 2000 |  | 2000
|Brookside Office Park                    |  | Brookside II                   |  | Office       |  | -            |  | 1,381        |               | 11,025                                                |          | 2,239                     |           | 1,248                       |  | 13,397                    |  | 14,645       |  | 3,586 |  | 2001 |  | 2001
|NorthWinds Center                        |  | Northwinds VII                 |  | Office       |  | -            |  | 2,271        |               | 19,557                                                |          | 1,589                     |           | 2,304                       |  | 21,113                    |  | 23,417       |  | 5,363 |  | 1998 |  | 1999
|NorthWinds Center                        |  | Northwinds I                   |  | Office       |  | -            |  | 1,879        |               | 15,498                                                |          | 1,820                     |           | 1,879                       |  | 17,318                    |  | 19,197       |  | 4,402 |  | 1997 |  | 2004
|NorthWinds Center                        |  | Northwinds II                  |  | Office       |  | -            |  | 1,796        |               | 15,973                                                |          | 665                       |           | 1,796                       |  | 16,638                    |  | 18,434       |  | 4,494 |  | 1997 |  | 2004
|NorthWinds Center                        |  | Northwinds III                 |  | Office       |  | 15,363       |  | 1,868        |               | 16,087                                                |          | 336                       |           | 1,499                       |  | 16,792                    |  | 18,291       |  | 4,582 |  | 1998 |  | 2004
|NorthWinds Center                        |  | Northwinds IV                  |  | Office       |  | 14,621       |  | 1,844        |               | 16,075                                                |          | 2,009                     |           | 1,844                       |  | 18,084                    |  | 19,928       |  | 4,954 |  | 1999 |  | 2004
|NorthWinds Center                        |  | Northwinds V                   |  | Office       |  | -            |  | 2,215        |               | 15,514                                                |          | 1,911                     |           | 2,215                       |  | 17,425                    |  | 19,640       |  | 4,504 |  | 1999 |  | 2004
|NorthWinds Center                        |  | Northwinds VI                  |  | Office       |  | -            |  | 2,662        |               | 15,297                                                |          | 858                       |           | 2,662                       |  | 16,155                    |  | 18,817       |  | 4,503 |  | 2000 |  | 2004
|NorthWinds Center                        |  | Northwinds Village             |  | Retail       |  | -            |  | 704          |               | 4,453                                                 |          | 194                       |           | 710                         |  | 4,641                     |  | 5,351        |  | 777   |  | 2000 |  | 2004
|NorthWinds Center                        |  | Northwinds Restaurant          |  | Retail       |  | -            |  | 202          |               | 329                                                   |          | -                         |           | 202                         |  | 329                       |  | 531          |  | 66    |  | 1997 |  | 2004
|Ridgeland                                |  | 1320 Ridgeland Parkway         |  | Industrial   |  | -            |  | 998          |               | 5,874                                                 |          | 53                        |           | 998                         |  | 5,927                     |  | 6,925        |  | 1,403 |  | 1999 |  | 1999
|Ridgeland                                |  | 1345 Ridgeland Parkway         |  | Industrial   |  | -            |  | 488          |               | 2,005                                                 |          | 1,068                     |           | 488                         |  | 3,073                     |  | 3,561        |  | 799   |  | 1999 |  | 1999
|Ridgeland                                |  | 1335 Ridgeland Pkwy            |  | Industrial   |  | -            |  | 579          |               | 2,105                                                 |          | 790                       |           | 579                         |  | 2,895                     |  | 3,474        |  | 845   |  | 2000 |  | 2000
|Preston Ridge                            |  | Preston Ridge IV               |  | Office       |  | -            |  | 2,777        |               | 13,293                                                |          | 728                       |           | 2,781                       |  | 14,017                    |  | 16,798       |  | 4,826 |  | 2000 |  | 2004
|Windward                                 |  | 800 North Point Parkway        |  | Office       |  | -            |  | 1,250        |               | 18,443                                                |          | -                         |           | 1,250                       |  | 18,443                    |  | 19,693       |  | 2,832 |  | 1991 |  | 2003
|Windward                                 |  | 900 North Point Parkway        |  | Office       |  | -            |  | 1,250        |               | 13,945                                                |          | -                         |           | 1,250                       |  | 13,945                    |  | 15,195       |  | 2,159 |  | 1991 |  | 2003
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|ARLINGTON HEIGHTS, ILLINOIS              |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                             |  |                           |  |              |  |       |  |      |  |     
|Arlington Business Park                  |  | Atrium II                      |  | Office       |  | -            |  | 776          |               | 6,800                                                 |          | 2,316                     |           | 776                         |  | 9,116                     |  | 9,892        |  | 2,825 |  | 1986 |  | 1998
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|ATLANTA, GEORGIA                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                             |  |                           |  |              |  |       |  |      |  |     
|Druid Chase                              |  | 6 West Druid Hills Drive       |  | Office       |  | -            |  | 473          |               | 5,976                                                 |          | 2,590                     |           | 473                         |  | 8,566                     |  | 9,039        |  | 2,322 |  | 1968 |  | 1999
|Druid Chase                              |  | 2801 Buford Highway            |  | Office       |  | -            |  | 794          |               | 9,284                                                 |          | 2,870                     |           | 794                         |  | 12,154                    |  | 12,948       |  | 3,355 |  | 1977 |  | 1999
|Druid Chase                              |  | 1190 West Druid Hills Drive    |  | Office       |  | -            |  | 689          |               | 6,485                                                 |          | 1,357                     |           | 689                         |  | 7,842                     |  | 8,531        |  | 2,085 |  | 1980 |  | 1999
|Center Pointe Medical I and II           |  | Center Pointe I and II         |  | Healthcare   |  | 30,659       |  | 9,697        |               | 29,194                                                |          | 7,714                     |           | 9,697                       |  | 36,908                    |  | 46,605       |  | 5,591 |  | 1984 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|AURORA, ILLINOIS                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                             |  |                           |  |              |  |       |  |      |  |     
|Meridian Business Campus                 |  | 535 Exchange                   |  | Industrial   |  | -            |  | 386          |               | 920                                                   |          | 269                       |           | 386                         |  | 1,189                     |  | 1,575        |  | 354   |  | 1984 |  | 1999
|Meridian Business Campus                 |  | 525 North Enterprise Street    |  | Industrial   |  | -            |  | 342          |               | 1,678                                                 |          | 110                       |           | 342                         |  | 1,788                     |  | 2,130        |  | 534   |  | 1984 |  | 1999
|Meridian Business Campus                 |  | 615 North Enterprise Street    |  | Industrial   |  | -            |  | 468          |               | 2,824                                                 |          | 649                       |           | 468                         |  | 3,473                     |  | 3,941        |  | 1,118 |  | 1984 |  | 1999
|Meridian Business Campus                 |  | 3615 Exchange                  |  | Industrial   |  | -            |  | 410          |               | 1,603                                                 |          | 140                       |           | 410                         |  | 1,743                     |  | 2,153        |  | 568   |  | 1986 |  | 1999
|Meridian Business Campus                 |  | 4000 Sussex Avenue             |  | Industrial   |  | -            |  | 417          |               | 1,711                                                 |          | 371                       |           | 417                         |  | 2,082                     |  | 2,499        |  | 610   |  | 1990 |  | 1999
|Meridian Business Campus                 |  | 3737 East Exchange             |  | Industrial   |  | -            |  | 598          |               | 2,543                                                 |          | 177                       |           | 598                         |  | 2,720                     |  | 3,318        |  | 815   |  | 1985 |  | 1999
|Meridian Business Campus                 |  | 444 North Commerce Street      |  | Industrial   |  | -            |  | 722          |               | 5,403                                                 |          | 597                       |           | 722                         |  | 6,000                     |  | 6,722        |  | 1,879 |  | 1985 |  | 1999
|Meridian Business Campus                 |  | 880 North Enterprise Street    |  | Industrial   |  | -            |  | 1,150        |               | 5,669                                                 |          | 626                       |           | 1,150                       |  | 6,295                     |  | 7,445        |  | 1,664 |  | 2000 |  | 2000
|Meridian Business Campus                 |  | Meridian Office Service Center |  | Industrial   |  | -            |  | 567          |               | 1,083                                                 |          | 1,701                     |           | 567                         |  | 2,784                     |  | 3,351        |  | 724   |  | 2001 |  | 2001
|Meridian Business Campus                 |  | Genera Corporation             |  | Industrial   |  | -            |  | 1,957        |               | 3,827                                                 |          | -                         |           | 1,957                       |  | 3,827                     |  | 5,784        |  | 775   |  | 2004 |  | 2004
|Butterfield East                         |  | Butterfield 550                |  | Industrial   |  | -            |  | 9,185        |               | 10,797                                                |          | 658                       |           | 9,185                       |  | 11,455                    |  | 20,640       |  | 179   |  | 2008 |  | 2008
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|BALTIMORE, MARYLAND                      |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                             |  |                           |  |              |  |       |  |      |  |     
|Chesapeake Commerce Center               |  | Baltimore Building B-2         |  | Industrial   |  | -            |  | 3,345        |               | 4,220                                                 |          | 3,243                     |           | 3,345                       |  | 7,463                     |  | 10,808       |  | 405   |  | 2008 |  | 2008
|Chesapeake Commerce Center               |  | Baltimore Building B-4         |  | Industrial   |  | -            |  | 6,488        |               | 9,213                                                 |          | 1,502                     |           | 6,488                       |  | 10,715                    |  | 17,203       |  | 387   |  | 2008 |  | 2008
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|BATAVIA, OHIO                            |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                             |  |                           |  |              |  |       |  |      |  |     
|Mercy Hospital Clermont MOB              |  | Mercy Hospital Clermont MOB    |  | Healthcare   |  | -            |  | -            |               | 8,249                                                 |          | 831                       |           | -                           |  | 9,080                     |  | 9,080        |  | 930   |  | 2006 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|BAY TOWN, TEXAS                          |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                             |  |                           |  |              |  |       |  |      |  |     
|Cedar Crossing Business Park             |  | Cedar Crossing                 |  | Industrial   |  | 12,025       |  | 9,323        |               | 5,934                                                 |          | -                         |           | 9,323                       |  | 5,934                     |  | 15,257       |  | 413   |  | 2005 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|BERRY HILL, TENNESSEE                    |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |           |                             |  |                           |  |              |  |       |  |      |  |     
|Four-Forty Business Center               |  | Four-Forty Business Center I   |  | Industrial   |  | -            |  | 938          |               | 6,454                                                 |          | 56                        |           | 938                         |  | 6,510                     |  | 7,448        |  | 1,543 |  | 1997 |  | 1999
|Four-Forty Business Center               |  | Four-Forty Business Center III |  | Industrial   |  | -            |  | 1,812        |               | 7,579                                                 |          | 499                       |           | 1,812                       |  | 8,078                     |  | 9,890        |  | 2,034 |  | 1998 |  | 1999
|Four-Forty Business Center               |  | Four-Forty Business Center IV  |  | Industrial   |  | -            |  | 1,522        |               | 5,480                                                 |          | 485                       |           | 1,522                       |  | 5,965                     |  | 7,487        |  | 1,472 |  | 1997 |  | 1999
|Four-Forty Business Center               |  | Four-Forty Business Center V   |  | Industrial   |  | -            |  | 471          |               | 3,321                                                 |          | 526                       |           | 471                         |  | 3,847                     |  | 4,318        |  | 1,631 |  | 1999 |  | 1999



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##### Table of Contents

|                                         |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|---------------------------------------- |  | ----------------------------- |  | ------------ |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ----- |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                               |  |              |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                               |  |              |  |              |  |              |              
|Development                              |  | Name                          |  | BuildingType |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                               |  |              |  |              |  |             
|                                         |  |                               |  |              |  |              |  |             
|                                         |  |                               |  | Land         |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|                                         |  |                               |  |              |  |              |  |              |               |                                                       |          |                          
|BLOOMINGTON, MINNESOTA                   |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Alpha Business Center                    |  | Alpha Business Ctr I&II       |  | Office       |  | -            |  | 280          |               | 1,383                                                 |          | 366                       |          | 280                         |  | 1,749                     |  | 2,029        |  | 455   |  | 1980 |  | 1999
|Alpha Business Center                    |  | Alpha Business Ctr III&IV     |  | Industrial   |  | -            |  | 341          |               | 1,769                                                 |          | 375                       |          | 341                         |  | 2,144                     |  | 2,485        |  | 587   |  | 1980 |  | 1999
|Alpha Business Center                    |  | Alpha Business Ctr V          |  | Industrial   |  | -            |  | 537          |               | 2,926                                                 |          | 361                       |          | 538                         |  | 3,286                     |  | 3,824        |  | 882   |  | 1980 |  | 1999
|Hampshire Dist. Center                   |  | Hampshire Dist Center North   |  | Industrial   |  | 945          |  | 779          |               | 4,488                                                 |          | 286                       |          | 779                         |  | 4,774                     |  | 5,553        |  | 1,387 |  | 1979 |  | 1997
|Hampshire Dist. Center                   |  | Hampshire Dist Center South   |  | Industrial   |  | 1,104        |  | 901          |               | 5,063                                                 |          | 323                       |          | 901                         |  | 5,386                     |  | 6,287        |  | 1,564 |  | 1979 |  | 1997
|Norman Pointe Office Park                |  | Norman Pointe I               |  | Office       |  | -            |  | 3,650        |               | 25,424                                                |          | 2,398                     |          | 3,650                       |  | 27,822                    |  | 31,472       |  | 6,062 |  | 2000 |  | 2000
|Norman Pointe Office Park                |  | Norman Pointe II              |  | Office       |  | -            |  | 5,885        |               | 38,649                                                |          | 6,948                     |          | 5,700                       |  | 45,782                    |  | 51,482       |  | 1,735 |  | 2007 |  | 2007
|                                         |  |                               |  |              |  |              |  |              |               |                                                       |          |                          
|BLUE ASH, OHIO                           |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|McAuley Place                            |  | McAuley Place                 |  | Office       |  | -            |  | 2,331        |               | 17,604                                                |          | 2,304                     |          | 2,331                       |  | 19,908                    |  | 22,239       |  | 4,607 |  | 2001 |  | 2001
|Huntington Bank Building                 |  | Huntington Bank Building      |  | Office       |  | -            |  | 175          |               | 241                                                   |          | -                         |          | 175                         |  | 241                       |  | 416          |  | 78    |  | 1986 |  | 1996
|Lake Forest/Westlake                     |  | Lake Forest Place             |  | Office       |  | -            |  | 1,953        |               | 18,663                                                |          | 4,198                     |          | 1,953                       |  | 22,861                    |  | 24,814       |  | 7,159 |  | 1985 |  | 1996
|Northmark Office Park                    |  | Northmark Building 1          |  | Office       |  | -            |  | 1,452        |               | 5,044                                                 |          | 578                       |          | 1,452                       |  | 5,622                     |  | 7,074        |  | 2,543 |  | 1987 |  | 2004
|Lake Forest/Westlake                     |  | Westlake Center               |  | Office       |  | -            |  | 2,459        |               | 15,381                                                |          | 4,027                     |          | 2,459                       |  | 19,408                    |  | 21,867       |  | 6,556 |  | 1981 |  | 1996
|Landings                                 |  | Landings Building I           |  | Office       |  | -            |  | 4,302        |               | 17,512                                                |          | 323                       |          | 4,302                       |  | 17,835                    |  | 22,137       |  | 2,056 |  | 2006 |  | 2006
|Landings                                 |  | Landings Building II          |  | Office       |  | -            |  | 4,817        |               | 9,377                                                 |          | 3,403                     |          | 4,817                       |  | 12,780                    |  | 17,597       |  | 1,023 |  | 2007 |  | 2007
|                                         |  |                               |  |              |  |              |  |              |               |                                                       |          |                          
|BOLINGBROOK, ILLINOIS                    |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Joliet Road Business Park                |  | 555 Joliet Road, Bolingbrook  |  | Industrial   |  | -            |  | 2,184        |               | 9,284                                                 |          | 780                       |          | 2,332                       |  | 9,916                     |  | 12,248       |  | 1,844 |  | 2002 |  | 2002
|Joliet Road Business Park                |  | Dawes Transportation          |  | Industrial   |  | -            |  | 3,050        |               | 4,453                                                 |          | 16                        |          | 3,050                       |  | 4,469                     |  | 7,519        |  | 886   |  | 2005 |  | 2005
|                                         |  |                               |  |              |  |              |  |              |               |                                                       |          |                          
|BRASELTON, GEORGIA                       |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Braselton Business Park                  |  | Braselton II                  |  | Industrial   |  | -            |  | 1,365        |               | 8,720                                                 |          | 1,734                     |          | 1,884                       |  | 9,935                     |  | 11,819       |  | 2,141 |  | 2001 |  | 2001
|Park 85 at Braselton                     |  | Park 85 at Braselton Bldg 625 |  | Industrial   |  | -            |  | 9,855        |               | 25,690                                                |          | 1,639                     |          | 9,855                       |  | 27,329                    |  | 37,184       |  | 3,190 |  | 2006 |  | 2005
|Park 85 at Braselton                     |  | 1350 Braselton Parkway        |  | Industrial   |  | -            |  | 8,227        |               | 8,874                                                 |          | 1,417                     |          | 8,227                       |  | 10,291                    |  | 18,518       |  | 411   |  | 2008 |  | 2008
|                                         |  |                               |  |              |  |              |  |              |               |                                                       |          |                          
|BRENTOOD, TENNESSEE                      |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Brentwood South Bus. Center              |  | Brentwood South Bus Ctr I     |  | Industrial   |  | -            |  | 1,065        |               | 5,765                                                 |          | 1,135                     |          | 1,065                       |  | 6,900                     |  | 7,965        |  | 1,853 |  | 1987 |  | 1999
|Brentwood South Bus. Center              |  | Brentwood South Bus Ctr II    |  | Industrial   |  | -            |  | 1,065        |               | 2,759                                                 |          | 1,304                     |          | 1,065                       |  | 4,063                     |  | 5,128        |  | 1,025 |  | 1987 |  | 1999
|Brentwood South Bus. Center              |  | Brentwood South Bus Ctr III   |  | Industrial   |  | -            |  | 848          |               | 3,989                                                 |          | 714                       |          | 848                         |  | 4,703                     |  | 5,551        |  | 1,344 |  | 1989 |  | 1999
|Creekside Crossing                       |  | Creekside Crossing I          |  | Office       |  | -            |  | 1,900        |               | 7,650                                                 |          | 903                       |          | 1,901                       |  | 8,552                     |  | 10,453       |  | 2,696 |  | 1998 |  | 1998
|Creekside Crossing                       |  | Creekside Crossing II         |  | Office       |  | -            |  | 2,087        |               | 7,764                                                 |          | 1,371                     |          | 2,087                       |  | 9,135                     |  | 11,222       |  | 2,882 |  | 2000 |  | 2000
|Creekside Crossing                       |  | Creekside Crossing III        |  | Office       |  | -            |  | 2,969        |               | 9,621                                                 |          | 2,196                     |          | 2,969                       |  | 11,817                    |  | 14,786       |  | 1,557 |  | 2006 |  | 2006
|Creekside Crossing                       |  | Creekside Crossing IV         |  | Office       |  | -            |  | 2,966        |               | 8,104                                                 |          | 3,380                     |          | 2,877                       |  | 11,573                    |  | 14,450       |  | 607   |  | 2007 |  | 2007
|                                         |  |                               |  |              |  |              |  |              |               |                                                       |          |                          
|BROOKLYN PARK, MINNESOTA                 |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|7300 Northland Drive                     |  | 7300 Northland Drive          |  | Industrial   |  | -            |  | 700          |               | 6,570                                                 |          | 289                       |          | 703                         |  | 6,856                     |  | 7,559        |  | 2,163 |  | 1999 |  | 1998
|Crosstown North Bus. Ctr.                |  | Crosstown North Bus. Ctr. 1   |  | Industrial   |  | -            |  | 835          |               | 5,321                                                 |          | 1,113                     |          | 1,286                       |  | 5,983                     |  | 7,269        |  | 1,912 |  | 1998 |  | 1999
|Crosstown North Bus. Ctr.                |  | Crosstown North Bus. Ctr. 2   |  | Industrial   |  | -            |  | 449          |               | 2,700                                                 |          | 674                       |          | 599                         |  | 3,224                     |  | 3,823        |  | 935   |  | 1998 |  | 1999
|Crosstown North Bus. Ctr.                |  | Crosstown North Bus. Ctr. 3   |  | Industrial   |  | -            |  | 758          |               | 1,891                                                 |          | 265                       |          | 837                         |  | 2,077                     |  | 2,914        |  | 617   |  | 1999 |  | 1999
|Crosstown North Bus. Ctr.                |  | Crosstown North Bus. Ctr. 4   |  | Industrial   |  | -            |  | 2,079        |               | 7,324                                                 |          | 1,331                     |          | 2,397                       |  | 8,337                     |  | 10,734       |  | 2,988 |  | 1999 |  | 1999
|Crosstown North Bus. Ctr.                |  | Crosstown North Bus. Ctr. 5   |  | Industrial   |  | -            |  | 1,079        |               | 4,430                                                 |          | 698                       |          | 1,354                       |  | 4,853                     |  | 6,207        |  | 1,227 |  | 2000 |  | 2000
|Crosstown North Bus. Ctr.                |  | Crosstown North Bus. Ctr. 6   |  | Industrial   |  | -            |  | 788          |               | 2,755                                                 |          | 2,204                     |          | 1,031                       |  | 4,716                     |  | 5,747        |  | 1,694 |  | 2000 |  | 2000
|Crosstown North Bus. Ctr.                |  | Crosstown North Bus. Ctr. 10  |  | Industrial   |  | -            |  | 2,757        |               | 4,642                                                 |          | 1,079                     |          | 2,723                       |  | 5,755                     |  | 8,478        |  | 1,203 |  | 2005 |  | 2005
|Crosstown North Bus. Ctr.                |  | Crosstown North Bus. Ctr. 12  |  | Industrial   |  | -            |  | 4,564        |               | 8,708                                                 |          | 300                       |          | 4,564                       |  | 9,008                     |  | 13,572       |  | 1,343 |  | 2005 |  | 2005
|                                         |  |                               |  |              |  |              |  |              |               |                                                       |          |                          
|BROWNSBURG, INDIANA                      |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Ortho Indy West-MOB                      |  | Ortho Indy West-MOB           |  | Healthcare   |  | -            |  | -            |               | 9,817                                                 |          | 1,401                     |          | -                           |  | 11,218                    |  | 11,218       |  | 110   |  | 2008 |  | 2008
|                                         |  |                               |  |              |  |              |  |              |               |                                                       |          |                          
|BUFFALO, NEW YORK                        |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Office Development                       |  | HealthNow                     |  | Office       |  | -            |  | 11,686       |               | 54,009                                                |          | 4,500                     |          | 11,748                      |  | 58,447                    |  | 70,195       |  | 2,060 |  | 2007 |  | 2007
|                                         |  |                               |  |              |  |              |  |              |               |                                                       |          |                          
|CARMEL, INDIANA                          |  |                               |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Hamilton Crossing                        |  | Hamilton Crossing I           |  | Industrial   |  | -            |  | 833          |               | 4,032                                                 |          | 2,814                     |          | 845                         |  | 6,834                     |  | 7,679        |  | 2,981 |  | 2000 |  | 1993
|Hamilton Crossing                        |  | Hamilton Crossing II          |  | Office       |  | -            |  | 313          |               | 840                                                   |          | 1,188                     |          | 384                         |  | 1,957                     |  | 2,341        |  | 745   |  | 1997 |  | 1997
|Hamilton Crossing                        |  | Hamilton Crossing III         |  | Office       |  | -            |  | 890          |               | 9,418                                                 |          | 2,215                     |          | 890                         |  | 11,633                    |  | 12,523       |  | 3,730 |  | 2000 |  | 2000
|Hamilton Crossing                        |  | Hamilton Crossing IV          |  | Office       |  | -            |  | 515          |               | 5,186                                                 |          | 605                       |          | 598                         |  | 5,708                     |  | 6,306        |  | 1,554 |  | 1999 |  | 1999
|Hamilton Crossing                        |  | Hamilton Crossing VI          |  | Office       |  | -            |  | 1,044        |               | 13,671                                                |          | 926                       |          | 1,068                       |  | 14,573                    |  | 15,641       |  | 2,895 |  | 2004 |  | 2004
|Meridian Technology Center               |  | Meridian Tech Center          |  | Office       |  | -            |  | 376          |               | 2,693                                                 |          | 1,108                     |          | 376                         |  | 3,801                     |  | 4,177        |  | 1,046 |  | 1986 |  | 2002
|West Carmel Marketplace                  |  | Burger King (Ground Lease)    |  | Grounds      |  | -            |  | 848          |               | -                                                     |          | 189                       |          | 1,037                       |  | -                         |  | 1,037        |  | -     |  | n/a  |  | 2007



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##### Table of Contents

|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|---------------------------------------- |  | ------------------------------ |  | ------------ |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ------ |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                                |  |              |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                                |  |              |  |              |  |              |              
|Development                              |  | Name                           |  | BuildingType |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                                |  |              |  |              |  |             
|                                         |  |                                |  |              |  |              |  |             
|                                         |  |                                |  | Land         |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|CAROL STREAM, ILLINOIS                   |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Carol Stream Business Park               |  | Carol Stream IV                |  | Industrial   |  | -            |  | 3,204        |               | 14,869                                                |          | 471                       |          | 3,204                       |  | 15,340                    |  | 18,544       |  | 2,876  |  | 2004 |  | 2003
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|CARY, NORTH CAROLINA                     |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Regency Forest                           |  | 200 Regency Forest Dr.         |  | Office       |  | -            |  | 1,230        |               | 13,138                                                |          | 2,118                     |          | 1,230                       |  | 15,256                    |  | 16,486       |  | 4,051  |  | 1999 |  | 1999
|Regency Forest                           |  | 100 Regency Forest Dr.         |  | Office       |  | -            |  | 1,538        |               | 9,437                                                 |          | 1,904                     |          | 1,618                       |  | 11,261                    |  | 12,879       |  | 2,763  |  | 1997 |  | 1999
|Weston Parkway                           |  | 6501 Weston Parkway            |  | Office       |  | -            |  | 1,775        |               | 10,195                                                |          | 1,480                     |          | 1,775                       |  | 11,675                    |  | 13,450       |  | 3,033  |  | 1996 |  | 1999
|Regency Creek                            |  | Regency Creek I                |  | Office       |  | -            |  | 3,626        |               | 8,054                                                 |          | 3,421                     |          | 3,626                       |  | 11,475                    |  | 15,101       |  | 273    |  | 2008 |  | 2008
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|CELEBRATION, FLORIDA                     |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Celebration Business Center              |  | Celebration Business Center I  |  | Office       |  | -            |  | 1,102        |               | 4,722                                                 |          | 560                       |          | 1,308                       |  | 5,076                     |  | 6,384        |  | 1,334  |  | 1997 |  | 1999
|Celebration Business Center              |  | Celebration Business Center II |  | Office       |  | -            |  | 771          |               | 3,587                                                 |          | 337                       |          | 961                         |  | 3,734                     |  | 4,695        |  | 1,030  |  | 1997 |  | 1999
|Celebration Office Center                |  | Celebration Office Center I    |  | Office       |  | -            |  | 1,382        |               | 5,762                                                 |          | 590                       |          | 1,382                       |  | 6,352                     |  | 7,734        |  | 1,544  |  | 2000 |  | 2000
|Celebration Office Center                |  | Celebration Office Center II   |  | Office       |  | -            |  | 1,382        |               | 5,225                                                 |          | 2,585                     |          | 1,388                       |  | 7,804                     |  | 9,192        |  | 2,361  |  | 2001 |  | 2001
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|CHANTILLY, VIRGINIA                      |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Northridge at Westfields                 |  | 15002 Northridge Dr.           |  | Office       |  | -            |  | 2,082        |               | 1,663                                                 |          | 447                       |          | 2,082                       |  | 2,110                     |  | 4,192        |  | 142    |  | 2007 |  | 2007
|Northridge at Westfields                 |  | 15004 Northridge Dr.           |  | Office       |  | -            |  | 2,366        |               | 1,920                                                 |          | 466                       |          | 2,366                       |  | 2,386                     |  | 4,752        |  | 160    |  | 2007 |  | 2007
|Northridge at Westfields                 |  | 15006 Northridge Dr.           |  | Office       |  | -            |  | 2,920        |               | 2,276                                                 |          | 1,059                     |          | 2,920                       |  | 3,335                     |  | 6,255        |  | 224    |  | 2007 |  | 2007
|TASC Campus                              |  | 4807 Stonecroft                |  | Office       |  | -            |  | 7,218        |               | 25,965                                                |          | 34                        |          | 7,218                       |  | 25,999                    |  | 33,217       |  | 1,027  |  | 2008 |  | 2008
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|CHILLICOTHE, OHIO                        |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Adena Health Pavilion                    |  | Adena Health Pavilion          |  | Healthcare   |  | -            |  | -            |               | 14,428                                                |          | 13                        |          | -                           |  | 14,441                    |  | 14,441       |  | 1,444  |  | 2006 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|CINCINNATI, OHIO                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|311 Elm                                  |  | 311 Elm                        |  | Office       |  | -            |  | 339          |               | 5,710                                                 |          | 1,531                     |          | 346                         |  | 7,234                     |  | 7,580        |  | 4,319  |  | 1986 |  | 1993
|312 Elm                                  |  | 312 Elm                        |  | Office       |  | -            |  | 4,750        |               | 46,310                                                |          | 5,238                     |          | 5,428                       |  | 50,870                    |  | 56,298       |  | 20,038 |  | 1992 |  | 1993
|312 Plum                                 |  | 312 Plum                       |  | Office       |  | -            |  | 2,539        |               | 23,768                                                |          | 4,553                     |          | 2,590                       |  | 28,270                    |  | 30,860       |  | 10,790 |  | 1987 |  | 1993
|Blue Ash Office Center                   |  | Blue Ash Office Center VI      |  | Office       |  | -            |  | 518          |               | 2,597                                                 |          | 656                       |          | 518                         |  | 3,253                     |  | 3,771        |  | 985    |  | 1989 |  | 1997
|Towers of Kenwood                        |  | Towers of Kenwood              |  | Office       |  | -            |  | 4,891        |               | 42,982                                                |          | 2,679                     |          | 4,891                       |  | 45,661                    |  | 50,552       |  | 8,402  |  | 1989 |  | 2003
|Governors Hill                           |  | 8790 Governors Hill           |  | Office       |  | -            |  | 400          |               | 4,481                                                 |          | 1,283                     |          | 408                         |  | 5,756                     |  | 6,164        |  | 2,238  |  | 1985 |  | 1993
|Governors Hill                           |  | 8800 Governors Hill           |  | Office       |  | -            |  | 225          |               | 2,293                                                 |          | 597                       |          | 231                         |  | 2,884                     |  | 3,115        |  | 1,519  |  | 1985 |  | 1993
|Governors Hill                           |  | 8600/8650 Governors Hill Dr.  |  | Office       |  | -            |  | 1,220        |               | 18,163                                                |          | 6,235                     |          | 1,245                       |  | 24,373                    |  | 25,618       |  | 9,763  |  | 1986 |  | 1993
|Kenwood Executive Center                 |  | Kenwood Executive Center       |  | Office       |  | -            |  | 606          |               | 3,917                                                 |          | 1,010                     |          | 664                         |  | 4,869                     |  | 5,533        |  | 1,589  |  | 1981 |  | 1997
|Kenwood Commons                          |  | 8230 Kenwood Commons           |  | Office       |  | 3,275        |  | 638          |               | 4,214                                                 |          | 1,005                     |          | 638                         |  | 5,219                     |  | 5,857        |  | 2,910  |  | 1986 |  | 1993
|Kenwood Commons                          |  | 8280 Kenwood Commons           |  | Office       |  | 1,925        |  | 638          |               | 2,841                                                 |          | 533                       |          | 638                         |  | 3,374                     |  | 4,012        |  | 1,603  |  | 1986 |  | 1993
|Kenwood Medical Office Bldg.             |  | Kenwood Medical Office Bldg.   |  | Office       |  | -            |  | -            |               | 7,663                                                 |          | 100                       |          | -                           |  | 7,763                     |  | 7,763        |  | 1,931  |  | 1999 |  | 1999
|Pfeiffer Place                           |  | Pfeiffer Place                 |  | Office       |  | -            |  | 3,608        |               | 11,912                                                |          | 1,519                     |          | 3,608                       |  | 13,431                    |  | 17,039       |  | 3,106  |  | 2001 |  | 2001
|Pfeiffer Woods                           |  | Pfeiffer Woods                 |  | Office       |  | -            |  | 1,450        |               | 12,260                                                |          | 1,803                     |          | 2,131                       |  | 13,382                    |  | 15,513       |  | 3,572  |  | 1998 |  | 1999
|Remington Office Park                    |  | Remington Park Building A      |  | Office       |  | -            |  | 560          |               | 1,448                                                 |          | 1,095                     |          | 560                         |  | 2,543                     |  | 3,103        |  | 702    |  | 1982 |  | 1997
|Remington Office Park                    |  | Remington Park Building B      |  | Office       |  | -            |  | 560          |               | 1,121                                                 |          | 953                       |          | 560                         |  | 2,074                     |  | 2,634        |  | 595    |  | 1982 |  | 1997
|Triangle Office Park                     |  | Triangle Office Park           |  | Office       |  | 3,090        |  | 1,018        |               | 10,872                                                |          | 1,575                     |          | 1,018                       |  | 12,447                    |  | 13,465       |  | 6,893  |  | 1985 |  | 1993
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|CLAYTON, MISSOURI                        |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Interco Corporate Tower                  |  | Interco Corporate Tower        |  | Office       |  | -            |  | 6,150        |               | 42,867                                                |          | 2,920                     |          | 6,150                       |  | 45,787                    |  | 51,937       |  | 9,632  |  | 1986 |  | 2002
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|COLUMBUS, OHIO                           |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Easton                                   |  | One Easton Oval                |  | Office       |  | -            |  | 2,789        |               | 9,941                                                 |          | 790                       |          | 2,789                       |  | 10,731                    |  | 13,520       |  | 3,156  |  | 1999 |  | 1999
|Easton                                   |  | Two Easton Oval                |  | Office       |  | -            |  | 2,489        |               | 16,196                                                |          | 2,236                     |          | 2,489                       |  | 18,432                    |  | 20,921       |  | 5,047  |  | 1996 |  | 1998
|Easton                                   |  | Easton Way One                 |  | Office       |  | -            |  | 1,874        |               | 8,893                                                 |          | 664                       |          | 1,874                       |  | 9,557                     |  | 11,431       |  | 2,823  |  | 2000 |  | 2000
|Easton                                   |  | Easton Way Two                 |  | Office       |  | -            |  | 2,005        |               | 6,912                                                 |          | 856                       |          | 2,005                       |  | 7,768                     |  | 9,773        |  | 1,519  |  | 2001 |  | 2001
|Easton                                   |  | Easton Way Three               |  | Office       |  | -            |  | 2,768        |               | 10,990                                                |          | 24                        |          | 2,693                       |  | 11,089                    |  | 13,782       |  | 3,542  |  | 2003 |  | 2003
|Easton                                   |  | Lane Bryant                    |  | Office       |  | -            |  | 4,346        |               | 11,395                                                |          | 85                        |          | 4,371                       |  | 11,455                    |  | 15,826       |  | 2,005  |  | 2006 |  | 2006
|Easton                                   |  | 4400 Easton Commons            |  | Office       |  | -            |  | 1,886        |               | 7,779                                                 |          | 1,110                     |          | 1,886                       |  | 8,889                     |  | 10,775       |  | 1,508  |  | 2006 |  | 2006
|Easton                                   |  | 4343 Easton Commons            |  | Office       |  | -            |  | 3,059        |               | 7,248                                                 |          | 3,204                     |          | 3,033                       |  | 10,478                    |  | 13,511       |  | 476    |  | 2007 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|COPPELL, TEXAS                           |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Freeport North                           |  | Freeport X                     |  | Industrial   |  | -            |  | 8,198        |               | 18,249                                                |          | 3,031                     |          | 8,198                       |  | 21,280                    |  | 29,478       |  | 6,115  |  | 2004 |  | 2004
|Point West Office                        |  | Point West I                   |  | Office       |  | -            |  | 5,513        |               | 9,288                                                 |          | 1,626                     |          | 5,513                       |  | 10,914                    |  | 16,427       |  | 346    |  | 2008 |  | 2008
|Point West Industrial                    |  | Point West VI                  |  | Industrial   |  | -            |  | 10,181       |               | 17,905                                                |          | 3,692                     |          | 10,181                      |  | 21,597                    |  | 31,778       |  | 802    |  | 2008 |  | 2008
|Point West Industrial                    |  | Point West VII                 |  | Industrial   |  | -            |  | 6,785        |               | 13,668                                                |          | 2,462                     |          | 6,785                       |  | 16,130                    |  | 22,915       |  | 827    |  | 2008 |  | 2008



- 85 -



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##### Table of Contents

|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|---------------------------------------- |  | ------------------------------ |  | ------------ |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ------ |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                                |  |              |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                                |  |              |  |              |  |              |              
|Development                              |  | Name                           |  | BuildingType |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                                |  |              |  |              |  |             
|                                         |  |                                |  |              |  |              |  |             
|                                         |  |                                |  | Land         |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|DAVENPORT, FLORIDA                       |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Park 27 Distribution Center              |  | Park 27 Distribution Center I  |  | Industrial   |  | -            |  | 2,449        |               | 6,107                                                 |          | 33                        |          | 2,449                       |  | 6,140                     |  | 8,589        |  | 1,712  |  | 2003 |  | 2003
|Park 27 Distribution Center              |  | Park 27 Distribution Center II |  | Industrial   |  | -            |  | 4,374        |               | 8,218                                                 |          | 4,618                     |          | 4,374                       |  | 12,836                    |  | 17,210       |  | 733    |  | 2007 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|DES PLAINES, ILLINOIS                    |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|2180 South Wolf Road                     |  | 2180 South Wolf Road           |  | Industrial   |  | -            |  | 179          |               | 1,515                                                 |          | 548                       |          | 179                         |  | 2,063                     |  | 2,242        |  | 582    |  | 1969 |  | 1998
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|DOWNERS GROVE, ILLINOIS                  |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Executive Towers                         |  | Executive Towers I             |  | Office       |  | -            |  | 2,652        |               | 23,196                                                |          | 7,243                     |          | 2,652                       |  | 30,439                    |  | 33,091       |  | 9,230  |  | 1983 |  | 1997
|Executive Towers                         |  | Executive Towers II            |  | Office       |  | -            |  | 3,386        |               | 26,931                                                |          | 10,771                    |          | 3,386                       |  | 37,702                    |  | 41,088       |  | 10,945 |  | 1984 |  | 1997
|Executive Towers                         |  | Executive Towers III           |  | Office       |  | -            |  | 3,512        |               | 32,168                                                |          | 6,855                     |          | 3,512                       |  | 39,023                    |  | 42,535       |  | 12,926 |  | 1987 |  | 1997
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|DUBLIN, OHIO                             |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Scioto Corporate Center                  |  | Scioto Corporate Center        |  | Office       |  | -            |  | 1,100        |               | 2,843                                                 |          | 1,555                     |          | 1,100                       |  | 4,398                     |  | 5,498        |  | 1,508  |  | 1987 |  | 1996
|Tuttle Crossing                          |  | Qwest                          |  | Office       |  | -            |  | 2,618        |               | 18,686                                                |          | 1,845                     |          | 2,670                       |  | 20,479                    |  | 23,149       |  | 8,126  |  | 1990 |  | 1993
|Tuttle Crossing                          |  | 4600 Lakehurst                 |  | Office       |  | -            |  | 1,494        |               | 12,776                                                |          | 561                       |          | 1,524                       |  | 13,307                    |  | 14,831       |  | 5,248  |  | 1990 |  | 1993
|Tuttle Crossing                          |  | 4700 Lakehurst Court           |  | Office       |  | -            |  | 717          |               | 2,393                                                 |          | 797                       |          | 717                         |  | 3,190                     |  | 3,907        |  | 1,253  |  | 1994 |  | 1994
|Tuttle Crossing                          |  | 4675 Lakehurst                 |  | Office       |  | -            |  | 605          |               | 5,853                                                 |          | 176                       |          | 605                         |  | 6,029                     |  | 6,634        |  | 2,189  |  | 1995 |  | 1995
|Tuttle Crossing                          |  | 5500 Glendon Court             |  | Office       |  | -            |  | 1,066        |               | 7,411                                                 |          | 1,264                     |          | 1,066                       |  | 8,675                     |  | 9,741        |  | 3,381  |  | 1995 |  | 1995
|Tuttle Crossing                          |  | 5555 Glendon Court             |  | Office       |  | -            |  | 1,600        |               | 7,139                                                 |          | 1,649                     |          | 1,767                       |  | 8,621                     |  | 10,388       |  | 3,379  |  | 1995 |  | 1995
|Britton Central                          |  | 6060 Britton Parkway           |  | Office       |  | -            |  | 1,601        |               | 8,725                                                 |          | 182                       |          | 1,601                       |  | 8,907                     |  | 10,508       |  | 4,600  |  | 1996 |  | 1996
|Tuttle Crossing                          |  | Compmanagement                 |  | Office       |  | -            |  | 867          |               | 4,397                                                 |          | 683                       |          | 867                         |  | 5,080                     |  | 5,947        |  | 1,945  |  | 1997 |  | 1997
|Tuttle Crossing                          |  | 4725 Lakehurst                 |  | Office       |  | -            |  | 483          |               | 9,349                                                 |          | 759                       |          | 483                         |  | 10,108                    |  | 10,591       |  | 3,881  |  | 1998 |  | 1998
|Tuttle Crossing                          |  | 5555 Parkcenter Circle         |  | Office       |  | -            |  | 1,580        |               | 8,945                                                 |          | 1,113                     |          | 1,580                       |  | 10,058                    |  | 11,638       |  | 3,764  |  | 1992 |  | 1994
|Tuttle Crossing                          |  | Parkwood Place                 |  | Office       |  | -            |  | 1,690        |               | 11,534                                                |          | 1,094                     |          | 1,690                       |  | 12,628                    |  | 14,318       |  | 5,286  |  | 1997 |  | 1997
|Tuttle Crossing                          |  | Nationwide                     |  | Office       |  | -            |  | 4,815        |               | 15,378                                                |          | 832                       |          | 4,815                       |  | 16,210                    |  | 21,025       |  | 5,402  |  | 1996 |  | 1996
|Tuttle Crossing                          |  | Emerald II                     |  | Office       |  | -            |  | 495          |               | 2,638                                                 |          | 249                       |          | 495                         |  | 2,887                     |  | 3,382        |  | 841    |  | 1998 |  | 1998
|Tuttle Crossing                          |  | Atrium II, Phase I             |  | Office       |  | -            |  | 1,649        |               | 9,309                                                 |          | 557                       |          | 1,649                       |  | 9,866                     |  | 11,515       |  | 3,176  |  | 1998 |  | 1998
|Tuttle Crossing                          |  | Atrium II, Phase II            |  | Office       |  | -            |  | 1,597        |               | 7,962                                                 |          | 1,134                     |          | 1,597                       |  | 9,096                     |  | 10,693       |  | 2,618  |  | 1999 |  | 1999
|Tuttle Crossing                          |  | Blazer I                       |  | Office       |  | -            |  | 904          |               | 4,511                                                 |          | 596                       |          | 904                         |  | 5,107                     |  | 6,011        |  | 1,635  |  | 1999 |  | 1999
|Tuttle Crossing                          |  | Parkwood II                    |  | Office       |  | -            |  | 1,848        |               | 11,389                                                |          | 821                       |          | 2,400                       |  | 11,658                    |  | 14,058       |  | 2,684  |  | 2000 |  | 2000
|Tuttle Crossing                          |  | Blazer II                      |  | Office       |  | -            |  | 1,016        |               | 5,798                                                 |          | 1,010                     |          | 1,016                       |  | 6,808                     |  | 7,824        |  | 1,924  |  | 2000 |  | 2000
|Tuttle Crossing                          |  | Emerald III                    |  | Office       |  | -            |  | 1,685        |               | 7,482                                                 |          | 1,954                     |          | 1,694                       |  | 9,427                     |  | 11,121       |  | 2,270  |  | 2001 |  | 2001
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|DULUTH, GEORGIA                          |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Crestwood Pointe                         |  | 3805 Crestwood Parkway         |  | Office       |  | -            |  | 877          |               | 14,720                                                |          | 1,485                     |          | 877                         |  | 16,205                    |  | 17,082       |  | 4,360  |  | 1997 |  | 1999
|Crestwood Pointe                         |  | 3885 Crestwood Parkway         |  | Office       |  | -            |  | 878          |               | 13,882                                                |          | 1,168                     |          | 878                         |  | 15,050                    |  | 15,928       |  | 3,751  |  | 1998 |  | 1999
|Hampton Green                            |  | Hampton Green Office I         |  | Office       |  | -            |  | 1,388        |               | 11,199                                                |          | 776                       |          | 1,388                       |  | 11,975                    |  | 13,363       |  | 3,412  |  | 2000 |  | 2000
|Business Park At Sugarloaf               |  | 2775 Premiere Parkway          |  | Industrial   |  | 6,784        |  | 560          |               | 4,671                                                 |          | 277                       |          | 565                         |  | 4,943                     |  | 5,508        |  | 1,231  |  | 1997 |  | 1999
|Business Park At Sugarloaf               |  | 3079 Premiere Parkway          |  | Industrial   |  | 12,085       |  | 776          |               | 6,363                                                 |          | 2,007                     |          | 783                         |  | 8,363                     |  | 9,146        |  | 2,819  |  | 1998 |  | 1999
|Business Park At Sugarloaf               |  | Sugarloaf Office I             |  | Office       |  | -            |  | 1,042        |               | 8,680                                                 |          | 725                       |          | 1,042                       |  | 9,405                     |  | 10,447       |  | 2,599  |  | 1998 |  | 1999
|Business Park At Sugarloaf               |  | 2850 Premiere Parkway          |  | Office       |  | 7,671        |  | 621          |               | 4,631                                                 |          | 578                       |          | 627                         |  | 5,203                     |  | 5,830        |  | 735    |  | 1997 |  | 2002
|Business Park At Sugarloaf               |  | Sugarloaf Office II (3039)     |  | Office       |  | -            |  | 972          |               | 3,784                                                 |          | 625                       |          | 1,006                       |  | 4,375                     |  | 5,381        |  | 760    |  | 1999 |  | 2002
|Business Park At Sugarloaf               |  | Sugarloaf Office III (2810)    |  | Office       |  | -            |  | 696          |               | 3,896                                                 |          | 431                       |          | 696                         |  | 4,327                     |  | 5,023        |  | 964    |  | 1999 |  | 2002
|Business Park At Sugarloaf               |  | 2855 Premiere Parkway          |  | Industrial   |  | 6,035        |  | 765          |               | 3,512                                                 |          | 537                       |          | 770                         |  | 4,044                     |  | 4,814        |  | 1,099  |  | 1999 |  | 1999
|Business Park At Sugarloaf               |  | 6655 Sugarloaf                 |  | Industrial   |  | 11,093       |  | 1,651        |               | 6,985                                                 |          | 89                        |          | 1,659                       |  | 7,066                     |  | 8,725        |  | 1,265  |  | 1998 |  | 2001
|Business Park At Sugarloaf               |  | Sugarloaf Office IV            |  | Office       |  | -            |  | 623          |               | 2,695                                                 |          | 471                       |          | 623                         |  | 3,166                     |  | 3,789        |  | 823    |  | 2000 |  | 2000
|Business Park At Sugarloaf               |  | Sugarloaf Office V             |  | Office       |  | -            |  | 744          |               | 2,119                                                 |          | 590                       |          | 744                         |  | 2,709                     |  | 3,453        |  | 647    |  | 2001 |  | 2001
|Business Park At Sugarloaf               |  | Sugarloaf VI                   |  | Office       |  | -            |  | 1,589        |               | 5,699                                                 |          | 1,181                     |          | 1,589                       |  | 6,880                     |  | 8,469        |  | 1,406  |  | 2005 |  | 2005
|Business Park At Sugarloaf               |  | Sugarloaf VII                  |  | Office       |  | -            |  | 1,722        |               | 5,163                                                 |          | 2,499                     |          | 1,726                       |  | 7,658                     |  | 9,384        |  | 808    |  | 2006 |  | 2006
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|EAGAN, MINNESOTA                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Apollo Industrial Center                 |  | Apollo Industrial Ctr I        |  | Industrial   |  | -            |  | 866          |               | 4,660                                                 |          | 1,472                     |          | 882                         |  | 6,116                     |  | 6,998        |  | 2,047  |  | 1997 |  | 1997
|Apollo Industrial Center                 |  | Apollo Industrial Ctr II       |  | Industrial   |  | -            |  | 474          |               | 2,462                                                 |          | 167                       |          | 474                         |  | 2,629                     |  | 3,103        |  | 629    |  | 2000 |  | 2000
|Apollo Industrial Center                 |  | Apollo Industrial Ctr III      |  | Industrial   |  | -            |  | 1,432        |               | 6,316                                                 |          | 51                        |          | 1,432                       |  | 6,367                     |  | 7,799        |  | 1,530  |  | 2000 |  | 2000
|Silver Bell Commons                      |  | Silver Bell Commons            |  | Industrial   |  | -            |  | 1,807        |               | 6,191                                                 |          | 1,748                     |          | 1,908                       |  | 7,838                     |  | 9,746        |  | 2,485  |  | 1999 |  | 1999
|Trapp Road Commerce Center               |  | Trapp Road Commerce Center I   |  | Industrial   |  | -            |  | 671          |               | 3,847                                                 |          | 453                       |          | 700                         |  | 4,271                     |  | 4,971        |  | 1,180  |  | 1996 |  | 1998
|Trapp Road Commerce Center               |  | Trapp Road Commerce Center II  |  | Industrial   |  | -            |  | 1,250        |               | 6,738                                                 |          | 1,095                     |          | 1,266                       |  | 7,817                     |  | 9,083        |  | 2,335  |  | 1998 |  | 1998
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|EARTH CITY, MISSOURI                     |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Earth City                               |  | Rider Trail                    |  | Office       |  | -            |  | 2,615        |               | 10,769                                                |          | 2,407                     |          | 2,615                       |  | 13,176                    |  | 15,791       |  | 3,994  |  | 1987 |  | 1997
|Earth City                               |  | 3300 Pointe 70                 |  | Office       |  | -            |  | 1,186        |               | 6,447                                                 |          | 2,551                     |          | 1,186                       |  | 8,998                     |  | 10,184       |  | 2,946  |  | 1989 |  | 1997
|Earth City                               |  | Corporate Center, Earth City   |  | Industrial   |  | -            |  | 783          |               | 3,399                                                 |          | 1,506                     |          | 783                         |  | 4,905                     |  | 5,688        |  | 2,345  |  | 2000 |  | 2000
|Earth City                               |  | Corporate Trail Distribution   |  | Industrial   |  | -            |  | 2,850        |               | 6,163                                                 |          | 856                       |          | 2,850                       |  | 7,019                     |  | 9,869        |  | 847    |  | 2006 |  | 2006



- 86 -



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##### Table of Contents

|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|---------------------------------------- |  | ------------------------------ |  | ------------ |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ----- |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                                |  |              |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                                |  |              |  |              |  |              |              
|Development                              |  | Name                           |  | BuildingType |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                                |  |              |  |              |  |             
|                                         |  |                                |  |              |  |              |  |             
|                                         |  |                                |  | Land         |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|EAST POINT, GEORGIA                      |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Camp Creek                               |  | Camp Creek Bldg 1400           |  | Office       |  | 5,185        |  | 561          |               | 2,706                                                 |          | 901                       |          | 563                         |  | 3,605                     |  | 4,168        |  | 867   |  | 1988 |  | 2001
|Camp Creek                               |  | Camp Creek Bldg 1800           |  | Office       |  | 4,228        |  | 462          |               | 2,578                                                 |          | 362                       |          | 464                         |  | 2,938                     |  | 3,402        |  | 599   |  | 1989 |  | 2001
|Camp Creek                               |  | Camp Creek Bldg 2000           |  | Office       |  | 3,315        |  | 395          |               | 2,285                                                 |          | 59                        |          | 397                         |  | 2,342                     |  | 2,739        |  | 482   |  | 1989 |  | 2001
|Camp Creek                               |  | Camp Creek Bldg 2400           |  | Industrial   |  | 2,917        |  | 296          |               | 1,599                                                 |          | 468                       |          | 298                         |  | 2,065                     |  | 2,363        |  | 484   |  | 1988 |  | 2001
|Camp Creek                               |  | Camp Creek Bldg 2600           |  | Industrial   |  | 3,386        |  | 364          |               | 2,086                                                 |          | 198                       |          | 366                         |  | 2,282                     |  | 2,648        |  | 502   |  | 1990 |  | 2001
|Camp Creek                               |  | Clorox Company                 |  | Industrial   |  | 19,135       |  | 4,406        |               | 9,512                                                 |          | 609                       |          | 4,841                       |  | 9,686                     |  | 14,527       |  | 1,944 |  | 2004 |  | 2004
|Camp Creek                               |  | Camp Creek Building 1200       |  | Office       |  | -            |  | 1,334        |               | 2,246                                                 |          | 1,069                     |          | 1,334                       |  | 3,315                     |  | 4,649        |  | 1,190 |  | 2005 |  | 2005
|Camp Creek                               |  | 3900 North Commerce            |  | Industrial   |  | 5,267        |  | 1,059        |               | 2,966                                                 |          | -                         |          | 1,059                       |  | 2,966                     |  | 4,025        |  | 457   |  | 2005 |  | 2005
|Camp Creek                               |  | 3909 North Commerce            |  | Industrial   |  | -            |  | 5,687        |               | 10,192                                                |          | 12,209                    |          | 8,818                       |  | 19,270                    |  | 28,088       |  | 2,332 |  | 2006 |  | 2006
|Camp Creek                               |  | Hartsfield Warehouse BTS       |  | Industrial   |  | 11,809       |  | 2,065        |               | 7,076                                                 |          | 64                        |          | 2,065                       |  | 7,140                     |  | 9,205        |  | 717   |  | 2006 |  | 2006
|Camp Creek                               |  | Camp Creek Building 1000       |  | Office       |  | -            |  | 1,537        |               | 2,459                                                 |          | 1,115                     |          | 1,537                       |  | 3,574                     |  | 5,111        |  | 716   |  | 2006 |  | 2006
|Camp Creek                               |  | 3000 Centre Parkway            |  | Industrial   |  | -            |  | 1,163        |               | 1,884                                                 |          | 964                       |          | 1,170                       |  | 2,841                     |  | 4,011        |  | 338   |  | 2007 |  | 2007
|Camp Creek                               |  | 1500 Centre Parkway            |  | Office       |  | -            |  | 1,683        |               | 5,564                                                 |          | 743                       |          | 1,683                       |  | 6,307                     |  | 7,990        |  | 162   |  | 2008 |  | 2008
|Camp Creek                               |  | 1100 Centre Parkway            |  | Office       |  | -            |  | 1,309        |               | 4,881                                                 |          | 290                       |          | 1,311                       |  | 5,169                     |  | 6,480        |  | 205   |  | 2008 |  | 2008
|Camp Creek                               |  | 4800 N. Commerce Dr. (Site Q)  |  | Industrial   |  | -            |  | 2,476        |               | 4,650                                                 |          | 125                       |          | 2,476                       |  | 4,775                     |  | 7,251        |  | 35    |  | 2008 |  | 2008
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|ELLABELL, GEORGIA                        |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Crossroads (Savannah)                    |  | 1086 Orafold Pkwy              |  | Industrial   |  | 11,209       |  | 2,042        |               | 13,104                                                |          | 190                       |          | 2,046                       |  | 13,290                    |  | 15,336       |  | 469   |  | 2006 |  | 2008
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|EVANSVILLE, INDIANA                      |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|St. Marys Heart Institute               |  | St. Marys Heart Institute     |  | Healthcare   |  | -            |  | -            |               | 20,792                                                |          | 1,534                     |          | -                           |  | 22,326                    |  | 22,326       |  | 1,892 |  | 2006 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|FAIRFIELD, OHIO                          |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Thunderbird Building 1                   |  | Thunderbird Building 1         |  | Industrial   |  | -            |  | 248          |               | 1,617                                                 |          | 334                       |          | 248                         |  | 1,951                     |  | 2,199        |  | 681   |  | 1991 |  | 1995
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|FISHERS, INDIANA                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Exit 5                                   |  | Exit 5 Building 1              |  | Industrial   |  | -            |  | 822          |               | 2,695                                                 |          | 158                       |          | 822                         |  | 2,853                     |  | 3,675        |  | 896   |  | 1999 |  | 1999
|Exit 5                                   |  | Exit 5 Building 2              |  | Industrial   |  | -            |  | 749          |               | 4,102                                                 |          | 395                       |          | 749                         |  | 4,497                     |  | 5,246        |  | 1,838 |  | 2000 |  | 2000
|St. Vincent Northeast MOB                |  | St. Vincent Northeast MOB      |  | Healthcare   |  | -            |  | -            |               | 23,101                                                |          | 2,330                     |          | -                           |  | 25,431                    |  | 25,431       |  | 526   |  | 2008 |  | 2008
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|FRANKLIN, TENNESSEE                      |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Aspen Grove Business Center              |  | Aspen Grove Business Ctr I     |  | Industrial   |  | -            |  | 936          |               | 6,382                                                 |          | 2,825                     |          | 936                         |  | 9,207                     |  | 10,143       |  | 2,849 |  | 1996 |  | 1999
|Aspen Grove Business Center              |  | Aspen Grove Business Ctr II    |  | Industrial   |  | -            |  | 1,151        |               | 6,459                                                 |          | 701                       |          | 1,151                       |  | 7,160                     |  | 8,311        |  | 1,755 |  | 1996 |  | 1999
|Aspen Grove Business Center              |  | Aspen Grove Business Ctr III   |  | Industrial   |  | -            |  | 970          |               | 5,571                                                 |          | 133                       |          | 970                         |  | 5,704                     |  | 6,674        |  | 1,474 |  | 1998 |  | 1999
|Aspen Grove Business Center              |  | Aspen Grove Business Center IV |  | Industrial   |  | -            |  | 492          |               | 2,416                                                 |          | 20                        |          | 492                         |  | 2,436                     |  | 2,928        |  | 524   |  | 2002 |  | 2002
|Aspen Grove Business Center              |  | Aspen Grove Business Ctr V     |  | Industrial   |  | -            |  | 943          |               | 5,172                                                 |          | 2,483                     |          | 943                         |  | 7,655                     |  | 8,598        |  | 1,914 |  | 1996 |  | 1999
|Aspen Grove Business Center              |  | Aspen Grove Flex Center II     |  | Industrial   |  | -            |  | 240          |               | 1,289                                                 |          | 383                       |          | 240                         |  | 1,672                     |  | 1,912        |  | 196   |  | 1999 |  | 1999
|Aspen Grove Business Center              |  | Aspen Grove Office Center I    |  | Office       |  | -            |  | 950          |               | 6,170                                                 |          | 2,545                     |          | 950                         |  | 8,715                     |  | 9,665        |  | 2,261 |  | 1999 |  | 1999
|Aspen Grove Business Center              |  | Aspen Grove Flex Center I      |  | Industrial   |  | -            |  | 301          |               | 1,216                                                 |          | 639                       |          | 301                         |  | 1,855                     |  | 2,156        |  | 502   |  | 1999 |  | 1999
|Aspen Grove Business Center              |  | Aspen Grove Flex Center III    |  | Industrial   |  | -            |  | 327          |               | 1,593                                                 |          | 847                       |          | 327                         |  | 2,440                     |  | 2,767        |  | 859   |  | 2001 |  | 2001
|Aspen Grove Business Center              |  | Aspen Grove Flex Center IV     |  | Industrial   |  | -            |  | 205          |               | 861                                                   |          | 205                       |          | 205                         |  | 1,066                     |  | 1,271        |  | 199   |  | 2001 |  | 2001
|Aspen Grove Business Center              |  | Aspen Corporate Center 100     |  | Office       |  | -            |  | 723          |               | 3,451                                                 |          | 94                        |          | 723                         |  | 3,545                     |  | 4,268        |  | 982   |  | 2004 |  | 2004
|Aspen Grove Business Center              |  | Aspen Corporate Center 200     |  | Office       |  | -            |  | 1,306        |               | 1,870                                                 |          | 1,349                     |          | 1,306                       |  | 3,219                     |  | 4,525        |  | 600   |  | 2006 |  | 2006
|Aspen Grove Business Center              |  | Aspen Corporate Center 300     |  | Office       |  | -            |  | 1,451        |               | 2,050                                                 |          | 258                       |          | 1,453                       |  | 2,306                     |  | 3,759        |  | 34    |  | 2008 |  | 2008
|Aspen Grove Business Center              |  | Aspen Corporate Center 400     |  | Office       |  | -            |  | 1,833        |               | 2,621                                                 |          | 2,435                     |          | 1,833                       |  | 5,056                     |  | 6,889        |  | 357   |  | 2007 |  | 2007
|Aspen Grove Business Center              |  | Aspen Grove Office Center II   |  | Office       |  | -            |  | 2,320        |               | 8,177                                                 |          | 3,739                     |          | 2,320                       |  | 11,916                    |  | 14,236       |  | 1,307 |  | 2007 |  | 2007
|Brentwood South Bus. Center              |  | Brentwood South Bus Ctr IV     |  | Industrial   |  | -            |  | 569          |               | 2,435                                                 |          | 1,108                     |          | 704                         |  | 3,408                     |  | 4,112        |  | 865   |  | 1990 |  | 1999
|Brentwood South Bus. Center              |  | Brentwood South Bus Ctr V      |  | Industrial   |  | -            |  | 445          |               | 1,932                                                 |          | 124                       |          | 445                         |  | 2,056                     |  | 2,501        |  | 504   |  | 1990 |  | 1999
|Brentwood South Bus. Center              |  | Brentwood South Bus Ctr VI     |  | Industrial   |  | -            |  | 489          |               | 1,240                                                 |          | 610                       |          | 489                         |  | 1,850                     |  | 2,339        |  | 477   |  | 1990 |  | 1999
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|FRANKLIN PARK, ILLINOIS                  |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|OHare Distribution Center               |  | OHare Distribution Ctr        |  | Industrial   |  | -            |  | 3,900        |               | 3,013                                                 |          | 760                       |          | 3,900                       |  | 3,773                     |  | 7,673        |  | 167   |  | 2007 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|FRISCO, TEXAS                            |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Duke Bridges                             |  | Duke Bridges III               |  | Office       |  | -            |  | 4,647        |               | 7,546                                                 |          | 4,071                     |          | 4,647                       |  | 11,617                    |  | 16,264       |  | 762   |  | 2007 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|FT. WAYNE, INDIANA                       |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Parkview Ambulatory Svcs -MOB            |  | Parkview Ambulatory Svcs -MOB  |  | Healthcare   |  | -            |  | 937          |               | 10,974                                                |          | 1,745                     |          | 937                         |  | 12,719                    |  | 13,656       |  | 473   |  | 2007 |  | 2007
|                                         |  |                                |  |              |  |              |  |              |               |                                                       |          |                          
|GARDEN CITY, GEORGIA                     |  |                                |  |              |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Aviation Court                           |  | Aviation Court Land            |  | Grounds      |  | -            |  | 1,509        |               | -                                                     |          | -                         |          | 1,509                       |  | -                         |  | 1,509        |  | 56    |  | n/a  |  | 2006



- 87 -



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##### Table of Contents

|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|---------------------------------------- |  | ------------------------------ |  | ------------- |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ----- |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                                |  |               |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                                |  |               |  |              |  |              |              
|Development                              |  | Name                           |  | Building Type |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                                |  |               |  |              |  |             
|                                         |  |                                |  |               |  |              |  |             
|                                         |  |                                |  | Land          |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|GOODYEAR, ARIZONA                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Goodyear Crossing Ind. Park              |  | Goodyear One                   |  | Industrial    |  | -            |  | 5,142        |               | 4,942                                                 |          | 594                       |          | 5,142                       |  | 5,536                     |  | 10,678       |  | 240   |  | 2008 |  | 2008
|Goodyear Crossing Ind. Park              |  | Goodyear Two                   |  | Industrial    |  | -            |  | 10,040       |               | 9,598                                                 |          | 7,269                     |          | 10,040                      |  | 16,867                    |  | 26,907       |  | 659   |  | 2008 |  | 2008
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|GRAND PRAIRIE, TEXAS                     |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Grand Lakes                              |  | Grand Lakes I                  |  | Industrial    |  | -            |  | 8,106        |               | 13,069                                                |          | 399                       |          | 8,040                       |  | 13,534                    |  | 21,574       |  | 2,236 |  | 2006 |  | 2006
|Grand Lakes                              |  | Grand Lakes II                 |  | Industrial    |  | -            |  | 11,853       |               | 16,714                                                |          | 3,286                     |          | 11,853                      |  | 20,000                    |  | 31,853       |  | 954   |  | 2008 |  | 2008
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|GROVEPORT, OHIO                          |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|6600 Port Road                           |  | 6600 Port Road                 |  | Industrial    |  | -            |  | 2,725        |               | 23,261                                                |          | 1,422                     |          | 2,850                       |  | 24,558                    |  | 27,408       |  | 7,634 |  | 1998 |  | 1997
|Groveport Commerce Center                |  | Groveport Commerce Center #437 |  | Industrial    |  | -            |  | 1,049        |               | 6,759                                                 |          | 1,244                     |          | 1,065                       |  | 7,987                     |  | 9,052        |  | 2,007 |  | 1999 |  | 1999
|Groveport Commerce Center                |  | Groveport Commerce Center #168 |  | Industrial    |  | -            |  | 510          |               | 3,490                                                 |          | 1,082                     |          | 510                         |  | 4,572                     |  | 5,082        |  | 1,385 |  | 2000 |  | 2000
|Groveport Commerce Center                |  | Groveport Commerce Center #345 |  | Industrial    |  | -            |  | 1,045        |               | 6,435                                                 |          | 942                       |          | 1,045                       |  | 7,377                     |  | 8,422        |  | 2,031 |  | 2000 |  | 2000
|Groveport Commerce Center                |  | Groveport Commerce Center #667 |  | Industrial    |  | -            |  | 4,420        |               | 14,172                                                |          | 360                       |          | 4,420                       |  | 14,532                    |  | 18,952       |  | 3,071 |  | 2005 |  | 2005
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|HAZELWOOD, MISSOURI                      |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Hazelwood                                |  | Lindbergh Distribution Center  |  | Industrial    |  | -            |  | 8,200        |               | 10,305                                                |          | 2,974                     |          | 8,227                       |  | 13,252                    |  | 21,479       |  | 755   |  | 2007 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|HEBRON, KENTUCKY                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Southpark, KY                            |  | Southpark Building 4           |  | Industrial    |  | -            |  | 779          |               | 3,341                                                 |          | 308                       |          | 779                         |  | 3,649                     |  | 4,428        |  | 1,355 |  | 1994 |  | 1994
|Southpark, KY                            |  | CR Services                    |  | Industrial    |  | -            |  | 1,085        |               | 4,214                                                 |          | 1,410                     |          | 1,085                       |  | 5,624                     |  | 6,709        |  | 2,106 |  | 1994 |  | 1994
|Hebron Industrial Park                   |  | Hebron Building 1              |  | Industrial    |  | -            |  | 8,855        |               | 11,527                                                |          | 227                       |          | 8,855                       |  | 11,754                    |  | 20,609       |  | 1,904 |  | 2006 |  | 2006
|Hebron Industrial Park                   |  | Hebron Building 2              |  | Industrial    |  | -            |  | 6,790        |               | 9,039                                                 |          | 1,533                     |          | 6,799                       |  | 10,563                    |  | 17,362       |  | 588   |  | 2007 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|HOPKINS, MINNESOTA                       |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Cornerstone Business Center              |  | Cornerstone Business Center    |  | Industrial    |  | 4,211        |  | 1,469        |               | 8,390                                                 |          | 497                       |          | 1,543                       |  | 8,813                     |  | 10,356       |  | 2,630 |  | 1996 |  | 1997
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|HOUSTON, TEXAS                           |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Sam Houston Crossing                     |  | Sam Houston Crossing One       |  | Office        |  | -            |  | 4,016        |               | 8,535                                                 |          | 4,556                     |          | 4,052                       |  | 13,055                    |  | 17,107       |  | 536   |  | 2007 |  | 2007
|Point North Cargo Park                   |  | Point North One                |  | Industrial    |  | -            |  | 3,125        |               | 3,420                                                 |          | 429                       |          | 3,125                       |  | 3,849                     |  | 6,974        |  | 151   |  | 2008 |  | 2008
|Westland Business Park                   |  | Westland I                     |  | Industrial    |  | -            |  | 4,183        |               | 5,200                                                 |          | 2,635                     |          | 4,233                       |  | 7,785                     |  | 12,018       |  | 393   |  | 2008 |  | 2008
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|HUTCHINS, TEXAS                          |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Duke Intermodal Park                     |  | Duke Intermodal I              |  | Industrial    |  | -            |  | 5,290        |               | 9,242                                                 |          | 1,091                     |          | 5,290                       |  | 10,333                    |  | 15,623       |  | 976   |  | 2006 |  | 2006
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|INDEPENDENCE, OHIO                       |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Corporate Plaza                          |  | Corporate Plaza I              |  | Office        |  | -            |  | 2,116        |               | 14,072                                                |          | 2,664                     |          | 2,116                       |  | 16,736                    |  | 18,852       |  | 5,726 |  | 1989 |  | 1996
|Corporate Plaza                          |  | Corporate Plaza II             |  | Office        |  | -            |  | 1,841        |               | 11,823                                                |          | 3,051                     |          | 1,841                       |  | 14,874                    |  | 16,715       |  | 4,814 |  | 1991 |  | 1996
|Freedom Square                           |  | Freedom Square I               |  | Office        |  | -            |  | 595          |               | 3,725                                                 |          | 871                       |          | 600                         |  | 4,591                     |  | 5,191        |  | 1,561 |  | 1980 |  | 1996
|Freedom Square                           |  | Freedom Square II              |  | Office        |  | -            |  | 1,746        |               | 11,485                                                |          | 2,300                     |          | 1,746                       |  | 13,785                    |  | 15,531       |  | 4,444 |  | 1987 |  | 1996
|Freedom Square                           |  | Freedom Square III             |  | Office        |  | -            |  | 701          |               | 5,856                                                 |          | 484                       |          | 701                         |  | 6,340                     |  | 7,041        |  | 2,048 |  | 1997 |  | 1997
|Oak Tree Place                           |  | Oak Tree Place                 |  | Office        |  | -            |  | 703          |               | 4,555                                                 |          | 905                       |          | 703                         |  | 5,460                     |  | 6,163        |  | 1,662 |  | 1995 |  | 1997
|Park Center Plaza                        |  | Park Center Plaza I            |  | Office        |  | -            |  | 2,193        |               | 11,212                                                |          | 1,629                     |          | 2,193                       |  | 12,841                    |  | 15,034       |  | 3,621 |  | 1998 |  | 1998
|Park Center Plaza                        |  | Park Center Plaza II           |  | Office        |  | -            |  | 2,190        |               | 11,232                                                |          | 1,629                     |          | 2,190                       |  | 12,861                    |  | 15,051       |  | 3,321 |  | 1999 |  | 1999
|Park Center Plaza                        |  | Park Center Plaza III          |  | Office        |  | -            |  | 2,190        |               | 11,405                                                |          | 2,830                     |          | 2,190                       |  | 14,235                    |  | 16,425       |  | 4,179 |  | 2000 |  | 2000
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|INDIANAPOLIS, INDIANA                    |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Park 100                                 |  | Park 465                       |  | Industrial    |  | -            |  | 124          |               | 759                                                   |          | 24                        |          | 124                         |  | 783                       |  | 907          |  | 86    |  | 1983 |  | 2005
|Franklin Road Business Park              |  | Franklin Road Business Center  |  | Industrial    |  | -            |  | 594          |               | 9,149                                                 |          | 1,614                     |          | 594                         |  | 10,763                    |  | 11,357       |  | 4,130 |  | 1998 |  | 1995
|6061 Guion Road                          |  | 6061 Guion Rd                  |  | Industrial    |  | -            |  | 274          |               | 1,798                                                 |          | 194                       |          | 274                         |  | 1,992                     |  | 2,266        |  | 735   |  | 1974 |  | 1995
|Hillsdale                                |  | Hillsdale Technecenter 4       |  | Industrial    |  | -            |  | 366          |               | 4,867                                                 |          | 1,556                     |          | 366                         |  | 6,423                     |  | 6,789        |  | 2,395 |  | 1987 |  | 1993
|Hillsdale                                |  | Hillsdale Technecenter 5       |  | Industrial    |  | -            |  | 251          |               | 2,873                                                 |          | 1,121                     |          | 251                         |  | 3,994                     |  | 4,245        |  | 1,488 |  | 1987 |  | 1993
|Hillsdale                                |  | Hillsdale Technecenter 6       |  | Industrial    |  | -            |  | 315          |               | 2,962                                                 |          | 2,299                     |          | 315                         |  | 5,261                     |  | 5,576        |  | 1,911 |  | 1987 |  | 1993
|Keystone Crossing                        |  | 8555 N. River Road             |  | Office        |  | -            |  | -            |               | 5,815                                                 |          | 1,234                     |          | -                           |  | 7,049                     |  | 7,049        |  | 2,337 |  | 1985 |  | 1997
|One North Capitol                        |  | One North Capitol              |  | Office        |  | -            |  | 1,439        |               | 9,116                                                 |          | 1,808                     |          | 1,439                       |  | 10,924                    |  | 12,363       |  | 3,068 |  | 1980 |  | 1998
|8071 Township Line Road                  |  | 8071 Township Line Road        |  | Healthcare    |  | -            |  | -            |               | 2,319                                                 |          | 866                       |          | -                           |  | 3,185                     |  | 3,185        |  | 131   |  | 2007 |  | 2007
|Park 100                                 |  | Park 100 Bldg 31               |  | Industrial    |  | -            |  | 64           |               | 369                                                   |          | 136                       |          | 64                          |  | 505                       |  | 569          |  | 45    |  | 1978 |  | 2005
|Park 100                                 |  | Park 100 Building 96           |  | Industrial    |  | -            |  | 1,414        |               | 13,804                                                |          | 113                       |          | 1,667                       |  | 13,664                    |  | 15,331       |  | 4,993 |  | 1997 |  | 1995
|Park 100                                 |  | Park 100 Building 98           |  | Industrial    |  | -            |  | 273          |               | 8,036                                                 |          | 2,286                     |          | 273                         |  | 10,322                    |  | 10,595       |  | 4,235 |  | 1995 |  | 1994
|Park 100                                 |  | Park 100 Building 100          |  | Industrial    |  | -            |  | 103          |               | 2,033                                                 |          | 705                       |          | 103                         |  | 2,738                     |  | 2,841        |  | 1,001 |  | 1995 |  | 1995
|Park 100                                 |  | Park 100 Building 102          |  | Office        |  | -            |  | 182          |               | 1,118                                                 |          | 195                       |          | 182                         |  | 1,313                     |  | 1,495        |  | 139   |  | 1982 |  | 2005
|Park 100                                 |  | Park 100 Building 107          |  | Industrial    |  | -            |  | 99           |               | 1,698                                                 |          | 381                       |          | 99                          |  | 2,079                     |  | 2,178        |  | 748   |  | 1984 |  | 1995
|Park 100                                 |  | Park 100 Building 109          |  | Industrial    |  | -            |  | 240          |               | 1,727                                                 |          | 400                       |          | 246                         |  | 2,121                     |  | 2,367        |  | 1,132 |  | 1985 |  | 1986



- 88 -



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##### Table of Contents

|                                         |  |                              |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|---------------------------------------- |  | ---------------------------- |  | ------------- |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ----- |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                              |  |               |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                              |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                              |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                              |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                              |  |               |  |              |  |              |              
|Development                              |  | Name                         |  | Building Type |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                              |  |               |  |              |  |             
|                                         |  |                              |  |               |  |              |  |             
|                                         |  |                              |  | Land          |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|Park 100                                 |  | Park 100 Building 116        |  | Office        |  | -            |  | 341          |               | 2,930                                                 |          | 491                       |          | 348                         |  | 3,414                     |  | 3,762        |  | 1,652 |  | 1988 |  | 1988
|Park 100                                 |  | Park 100 Building 118        |  | Office        |  | -            |  | 226          |               | 2,161                                                 |          | 845                       |          | 230                         |  | 3,002                     |  | 3,232        |  | 1,210 |  | 1988 |  | 1993
|Park 100                                 |  | Park 100 Building 119        |  | Office        |  | -            |  | 283          |               | 3,667                                                 |          | 1,394                     |          | 395                         |  | 4,949                     |  | 5,344        |  | 2,408 |  | 1989 |  | 1993
|Park 100                                 |  | Park 100 Building 122        |  | Industrial    |  | -            |  | 284          |               | 3,695                                                 |          | 1,021                     |          | 290                         |  | 4,710                     |  | 5,000        |  | 2,002 |  | 1990 |  | 1993
|Park 100                                 |  | Park 100 Building 124        |  | Office        |  | -            |  | 227          |               | 2,496                                                 |          | 435                       |          | 227                         |  | 2,931                     |  | 3,158        |  | 540   |  | 1992 |  | 2002
|Park 100                                 |  | Park 100 Building 127        |  | Industrial    |  | -            |  | 96           |               | 1,654                                                 |          | 454                       |          | 96                          |  | 2,108                     |  | 2,204        |  | 770   |  | 1995 |  | 1995
|Park 100                                 |  | Park 100 Building 141        |  | Industrial    |  | -            |  | 1,120        |               | 3,305                                                 |          | 101                       |          | 1,120                       |  | 3,406                     |  | 4,526        |  | 720   |  | 2005 |  | 2005
|Park 100                                 |  | UPS Parking                  |  | Grounds       |  | -            |  | 270          |               | -                                                     |          | -                         |          | 270                         |  | -                         |  | 270          |  | 102   |  | n/a  |  | 1997
|Park 100                                 |  | Norgate Ground Lease         |  | Grounds       |  | -            |  | 51           |               | -                                                     |          | -                         |          | 51                          |  | -                         |  | 51           |  | -     |  | n/a  |  | 1995
|Park 100                                 |  | Zollman Ground Lease         |  | Grounds       |  | -            |  | 115          |               | -                                                     |          | -                         |          | 115                         |  | -                         |  | 115          |  | -     |  | n/a  |  | 1994
|Park 100                                 |  | Bldg 111 Parking Lot         |  | Grounds       |  | -            |  | 196          |               | -                                                     |          | -                         |          | 196                         |  | -                         |  | 196          |  | 82    |  | n/a  |  | 1994
|Park 100                                 |  | Becton Dickinson Lot         |  | Grounds       |  | -            |  | -            |               | -                                                     |          | -                         |          | -                           |  | -                         |  | -            |  | -     |  | n/a  |  | 1993
|Park 100                                 |  | 3.58 acres on Allison Avenue |  | Grounds       |  | -            |  | 242          |               | -                                                     |          | -                         |          | 242                         |  | -                         |  | 242          |  | 41    |  | n/a  |  | 2000
|Park 100                                 |  | Hewlett-Packard Land Lease   |  | Grounds       |  | -            |  | 252          |               | -                                                     |          | -                         |          | 252                         |  | -                         |  | 252          |  | 33    |  | n/a  |  | 2003
|Park 100                                 |  | Park 100 Bldg 121 Land Lease |  | Grounds       |  | -            |  | 5            |               | -                                                     |          | -                         |          | 5                           |  | -                         |  | 5            |  | 1     |  | n/a  |  | 2003
|Park 100                                 |  | Hewlett Packard Land Lse-62  |  | Grounds       |  | -            |  | 45           |               | -                                                     |          | -                         |          | 45                          |  | -                         |  | 45           |  | 6     |  | n/a  |  | 2003
|Park 100                                 |  | West 79th St. Parking Lot LL |  | Grounds       |  | -            |  | 350          |               | -                                                     |          | 697                       |          | 1,047                       |  | -                         |  | 1,047        |  | 60    |  | n/a  |  | 2006
|Park Fletcher                            |  | Park Fletcher Building 33    |  | Industrial    |  | -            |  | 1,237        |               | 5,264                                                 |          | 17                        |          | 1,237                       |  | 5,281                     |  | 6,518        |  | 537   |  | 1997 |  | 2006
|Park Fletcher                            |  | Park Fletcher Building 34    |  | Industrial    |  | -            |  | 1,331        |               | 5,632                                                 |          | 204                       |          | 1,331                       |  | 5,836                     |  | 7,167        |  | 653   |  | 1997 |  | 2006
|Park Fletcher                            |  | Park Fletcher Building 35    |  | Industrial    |  | -            |  | 380          |               | 1,464                                                 |          | 38                        |          | 380                         |  | 1,502                     |  | 1,882        |  | 173   |  | 1997 |  | 2006
|Park Fletcher                            |  | Park Fletcher Building 36    |  | Industrial    |  | -            |  | 476          |               | 2,355                                                 |          | 30                        |          | 476                         |  | 2,385                     |  | 2,861        |  | 234   |  | 1997 |  | 2006
|Park Fletcher                            |  | Park Fletcher Building 37    |  | Industrial    |  | -            |  | 286          |               | 653                                                   |          | 2                         |          | 286                         |  | 655                       |  | 941          |  | 82    |  | 1998 |  | 2006
|Park Fletcher                            |  | Park Fletcher Building 38    |  | Industrial    |  | -            |  | 1,428        |               | 5,957                                                 |          | 68                        |          | 1,428                       |  | 6,025                     |  | 7,453        |  | 575   |  | 1999 |  | 2006
|Park Fletcher                            |  | Park Fletcher Building 39    |  | Industrial    |  | -            |  | 570          |               | 2,130                                                 |          | 117                       |          | 570                         |  | 2,247                     |  | 2,817        |  | 233   |  | 1999 |  | 2006
|Park Fletcher                            |  | Park Fletcher Building 40    |  | Industrial    |  | -            |  | 761          |               | 3,363                                                 |          | 407                       |          | 761                         |  | 3,770                     |  | 4,531        |  | 391   |  | 1999 |  | 2006
|Park Fletcher                            |  | Park Fletcher Building 41    |  | Industrial    |  | -            |  | 952          |               | 4,310                                                 |          | 78                        |          | 952                         |  | 4,388                     |  | 5,340        |  | 420   |  | 2001 |  | 2006
|Park Fletcher                            |  | Park Fletcher Building 42    |  | Industrial    |  | -            |  | 2,095        |               | 8,301                                                 |          | 14                        |          | 2,095                       |  | 8,315                     |  | 10,410       |  | 707   |  | 2001 |  | 2006
|Parkwood Crossing                        |  | One Parkwood Crossing        |  | Office        |  | -            |  | 1,018        |               | 9,598                                                 |          | 1,156                     |          | 1,028                       |  | 10,744                    |  | 11,772       |  | 3,734 |  | 1989 |  | 1995
|Parkwood Crossing                        |  | Three Parkwood Crossing      |  | Office        |  | -            |  | 1,377        |               | 8,495                                                 |          | 897                       |          | 1,387                       |  | 9,382                     |  | 10,769       |  | 3,410 |  | 1997 |  | 1997
|Parkwood Crossing                        |  | Four Parkwood Crossing       |  | Office        |  | -            |  | 1,489        |               | 11,308                                                |          | 724                       |          | 1,537                       |  | 11,984                    |  | 13,521       |  | 3,646 |  | 1998 |  | 1998
|Parkwood Crossing                        |  | Five Parkwood Crossing       |  | Office        |  | -            |  | 1,485        |               | 11,666                                                |          | 1,001                     |          | 1,528                       |  | 12,624                    |  | 14,152       |  | 3,602 |  | 1999 |  | 1999
|Parkwood Crossing                        |  | Six Parkwood Crossing        |  | Office        |  | -            |  | 1,960        |               | 16,055                                                |          | 1,080                     |          | 1,960                       |  | 17,135                    |  | 19,095       |  | 5,569 |  | 2000 |  | 2000
|Parkwood Crossing                        |  | Eight Parkwood Crossing      |  | Office        |  | -            |  | 6,435        |               | 15,899                                                |          | 486                       |          | 6,435                       |  | 16,385                    |  | 22,820       |  | 4,172 |  | 2003 |  | 2003
|Parkwood Crossing                        |  | Nine Parkwood Crossing       |  | Office        |  | -            |  | 6,046        |               | 15,991                                                |          | 1,067                     |          | 6,047                       |  | 17,057                    |  | 23,104       |  | 2,925 |  | 2005 |  | 2005
|Parkwood West                            |  | One West                     |  | Office        |  | -            |  | 5,361        |               | 16,182                                                |          | 4,602                     |          | 5,361                       |  | 20,784                    |  | 26,145       |  | 913   |  | 2007 |  | 2007
|River Road - Indianapolis                |  | River Road Building I        |  | Office        |  | -            |  | 856          |               | 7,725                                                 |          | 1,790                     |          | 856                         |  | 9,515                     |  | 10,371       |  | 4,072 |  | 1998 |  | 1998
|River Road - Indianapolis                |  | River Road Building II       |  | Office        |  | -            |  | 1,827        |               | 8,416                                                 |          | 1,246                     |          | 1,827                       |  | 9,662                     |  | 11,489       |  | 208   |  | 2008 |  | 2008
|Woodland Corporate Park                  |  | Woodland Corporate Park I    |  | Office        |  | -            |  | 290          |               | 3,423                                                 |          | 911                       |          | 320                         |  | 4,304                     |  | 4,624        |  | 1,210 |  | 1998 |  | 1998
|Woodland Corporate Park                  |  | Woodland Corporate Park II   |  | Office        |  | -            |  | 271          |               | 3,529                                                 |          | 896                       |          | 297                         |  | 4,399                     |  | 4,696        |  | 1,489 |  | 1999 |  | 1999
|Woodland Corporate Park                  |  | Woodland Corporate Park III  |  | Office        |  | -            |  | 1,227        |               | 4,135                                                 |          | 358                       |          | 1,227                       |  | 4,493                     |  | 5,720        |  | 1,393 |  | 2000 |  | 2000
|Woodland Corporate Park                  |  | Woodland Corporate Park IV   |  | Office        |  | -            |  | 715          |               | 7,231                                                 |          | 534                       |          | 715                         |  | 7,765                     |  | 8,480        |  | 2,797 |  | 2000 |  | 2000
|Woodland Corporate Park                  |  | Woodland Corporate Park V    |  | Office        |  | -            |  | 768          |               | 10,000                                                |          | 27                        |          | 768                         |  | 10,027                    |  | 10,795       |  | 2,172 |  | 2003 |  | 2003
|Woodland Corporate Park                  |  | Woodland Corporate Park VI   |  | Office        |  | -            |  | 2,145        |               | 10,165                                                |          | 3,801                     |          | 2,145                       |  | 13,966                    |  | 16,111       |  | 474   |  | 2008 |  | 2008
|                                         |  |                              |  |               |  |              |  |              |               |                                                       |          |                          
|LAKE FOREST, ILLINOIS                    |  |                              |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Bradley Business Center                  |  | 13825 West Laurel Drive      |  | Industrial    |  | -            |  | 750          |               | 1,401                                                 |          | 906                       |          | 750                         |  | 2,307                     |  | 3,057        |  | 808   |  | 1985 |  | 1999
|Conway Park                              |  | One Conway Park              |  | Office        |  | -            |  | 1,901        |               | 17,200                                                |          | 2,812                     |          | 1,901                       |  | 20,012                    |  | 21,913       |  | 5,665 |  | 1989 |  | 1998
|Conway Park                              |  | West Lake at Conway          |  | Office        |  | -            |  | 4,218        |               | 10,461                                                |          | 1,309                     |          | 4,218                       |  | 11,770                    |  | 15,988       |  | 284   |  | 2008 |  | 2008
|                                         |  |                              |  |               |  |              |  |              |               |                                                       |          |                          
|LAKE MARY, FLORIDA                       |  |                              |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Northpoint                               |  | Northpoint Center I          |  | Office        |  | -            |  | 1,087        |               | 10,359                                                |          | 1,528                     |          | 1,087                       |  | 11,887                    |  | 12,974       |  | 3,101 |  | 1998 |  | 2001
|Northpoint                               |  | Northpoint Center II         |  | Office        |  | -            |  | 1,202        |               | 9,124                                                 |          | 1,072                     |          | 1,202                       |  | 10,196                    |  | 11,398       |  | 2,335 |  | 1999 |  | 2001
|Northpoint                               |  | Northpoint III               |  | Office        |  | -            |  | 1,552        |               | 10,252                                                |          | 210                       |          | 1,552                       |  | 10,462                    |  | 12,014       |  | 3,310 |  | 2001 |  | 2001
|Northpoint                               |  | Northpoint IV                |  | Office        |  | -            |  | 1,605        |               | 8,157                                                 |          | 4,722                     |          | 1,605                       |  | 12,879                    |  | 14,484       |  | 2,960 |  | 2002 |  | 2002
|                                         |  |                              |  |               |  |              |  |              |               |                                                       |          |                          
|LAWRENCEVILLE, GEORGIA                   |  |                              |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Hillside at Huntcrest                    |  | Huntcrest I                  |  | Office        |  | -            |  | 1,193        |               | 10,829                                                |          | 2,680                     |          | 1,193                       |  | 13,509                    |  | 14,702       |  | 3,259 |  | 2000 |  | 2001
|Hillside at Huntcrest                    |  | Huntcrest II                 |  | Office        |  | -            |  | 927          |               | 9,458                                                 |          | 1,049                     |          | 927                         |  | 10,507                    |  | 11,434       |  | 1,953 |  | 2000 |  | 2001
|Hillside at Huntcrest                    |  | Huntcrest III                |  | Office        |  | -            |  | 1,358        |               | 12,716                                                |          | 367                       |          | 1,358                       |  | 13,083                    |  | 14,441       |  | 3,210 |  | 2001 |  | 2002
|Hillside at Huntcrest                    |  | Huntcrest IV                 |  | Office        |  | -            |  | 1,295        |               | 5,742                                                 |          | 480                       |          | 1,306                       |  | 6,211                     |  | 7,517        |  | 992   |  | 2004 |  | 2004
|Other Northeast I85 Properties           |  | Weyerhaeuser BTS             |  | Industrial    |  | 9,197        |  | 3,974        |               | 3,101                                                 |          | 22                        |          | 3,982                       |  | 3,115                     |  | 7,097        |  | 1,042 |  | 2004 |  | 2004



- 89 -



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##### Table of Contents

|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|---------------------------------------- |  | ------------------------------ |  | ------------- |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ------ |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                                |  |               |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                                |  |               |  |              |  |              |              
|Development                              |  | Name                           |  | Building Type |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                                |  |               |  |              |  |             
|                                         |  |                                |  |               |  |              |  |             
|                                         |  |                                |  | Land          |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|LEBANON, INDIANA                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Lebanon Business Park                    |  | Lebanon Building 4             |  | Industrial    |  | 11,491       |  | 305          |               | 9,012                                                 |          | 236                       |          | 305                         |  | 9,248                     |  | 9,553        |  | 2,517  |  | 2000 |  | 1997
|Lebanon Business Park                    |  | Lebanon Building 9             |  | Industrial    |  | 10,273       |  | 554          |               | 6,871                                                 |          | 770                       |          | 554                         |  | 7,641                     |  | 8,195        |  | 2,040  |  | 1999 |  | 1999
|Lebanon Business Park                    |  | Lebanon Building 12            |  | Industrial    |  | 24,360       |  | 5,163        |               | 13,207                                                |          | 394                       |          | 5,163                       |  | 13,601                    |  | 18,764       |  | 3,420  |  | 2003 |  | 2003
|Lebanon Business Park                    |  | Lebanon Building 13            |  | Industrial    |  | 9,270        |  | 561          |               | 6,579                                                 |          | 83                        |          | 1,901                       |  | 5,322                     |  | 7,223        |  | 1,575  |  | 2003 |  | 2003
|Lebanon Business Park                    |  | Lebanon Building 14            |  | Industrial    |  | 19,626       |  | 2,813        |               | 12,056                                                |          | 809                       |          | 2,813                       |  | 12,865                    |  | 15,678       |  | 1,995  |  | 2005 |  | 2005
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|LEBANON, TENNESSEE                       |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Park 840 Logistics Center                |  | Pk 840 Logistics Cnt. Bldg 653 |  | Industrial    |  | -            |  | 6,776        |               | 11,125                                                |          | 1,283                     |          | 6,776                       |  | 12,408                    |  | 19,184       |  | 1,350  |  | 2006 |  | 2006
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|LISLE, ILLINOIS                          |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Corporate Lakes Business Park            |  | 2275 Cabot Drive               |  | Office        |  | -            |  | 3,355        |               | 7,008                                                 |          | 6                         |          | 3,355                       |  | 7,014                     |  | 10,369       |  | 1,169  |  | 1996 |  | 2004
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|MARYLAND HEIGHTS, MISSOURI               |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Riverport Business Park                  |  | Riverport Tower                |  | Office        |  | -            |  | 3,549        |               | 29,086                                                |          | 8,324                     |          | 3,954                       |  | 37,005                    |  | 40,959       |  | 12,415 |  | 1991 |  | 1997
|Riverport Business Park                  |  | Riverport Distribution         |  | Industrial    |  | -            |  | 242          |               | 2,230                                                 |          | 1,059                     |          | 242                         |  | 3,289                     |  | 3,531        |  | 897    |  | 1990 |  | 1997
|Riverport Business Park                  |  | Express Scripts Service Center |  | Industrial    |  | -            |  | 1,197        |               | 8,755                                                 |          | 427                       |          | 1,197                       |  | 9,182                     |  | 10,379       |  | 2,871  |  | 1992 |  | 1997
|Riverport Business Park                  |  | 13900 Riverport Drive          |  | Office        |  | -            |  | 2,285        |               | 9,467                                                 |          | 295                       |          | 2,285                       |  | 9,762                     |  | 12,047       |  | 2,782  |  | 1999 |  | 1999
|Riverport Business Park                  |  | Riverport 1                    |  | Industrial    |  | -            |  | 900          |               | 2,763                                                 |          | 388                       |          | 900                         |  | 3,151                     |  | 4,051        |  | 1,014  |  | 1999 |  | 1999
|Riverport Business Park                  |  | Riverport 2                    |  | Industrial    |  | -            |  | 1,238        |               | 4,161                                                 |          | 103                       |          | 1,238                       |  | 4,264                     |  | 5,502        |  | 1,243  |  | 2000 |  | 2000
|Riverport Business Park                  |  | Riverport III                  |  | Industrial    |  | -            |  | 1,269        |               | 3,376                                                 |          | 2,171                     |          | 1,269                       |  | 5,547                     |  | 6,816        |  | 2,329  |  | 2001 |  | 2001
|Riverport Business Park                  |  | Riverport IV                   |  | Industrial    |  | -            |  | 1,864        |               | 3,362                                                 |          | 1,568                     |          | 1,864                       |  | 4,930                     |  | 6,794        |  | 414    |  | 2007 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|MASON, OHIO                              |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Deerfield Crossing                       |  | Deerfield Crossing A           |  | Office        |  | -            |  | 1,493        |               | 11,551                                                |          | 1,209                     |          | 1,493                       |  | 12,760                    |  | 14,253       |  | 3,315  |  | 1999 |  | 1999
|Deerfield Crossing                       |  | Deerfield Crossing B           |  | Office        |  | -            |  | 1,069        |               | 13,349                                                |          | 535                       |          | 1,069                       |  | 13,884                    |  | 14,953       |  | 4,896  |  | 2001 |  | 2001
|Governors Pointe                         |  | Governors Pointe 4770         |  | Office        |  | -            |  | 586          |               | 7,759                                                 |          | 898                       |          | 596                         |  | 8,647                     |  | 9,243        |  | 4,263  |  | 1986 |  | 1993
|Governors Pointe                         |  | Governors Pointe 4705         |  | Office        |  | -            |  | 719          |               | 6,100                                                 |          | 3,726                     |          | 987                         |  | 9,558                     |  | 10,545       |  | 3,903  |  | 1988 |  | 1993
|Governors Pointe                         |  | Governors Pointe 4605         |  | Office        |  | -            |  | 630          |               | 17,632                                                |          | 3,843                     |          | 909                         |  | 21,196                    |  | 22,105       |  | 8,278  |  | 1990 |  | 1993
|Governors Pointe                         |  | Governors Pointe 4660         |  | Office        |  | -            |  | 385          |               | 4,189                                                 |          | 396                       |          | 529                         |  | 4,441                     |  | 4,970        |  | 1,482  |  | 1997 |  | 1997
|Governors Pointe                         |  | Governors Pointe 4680         |  | Office        |  | -            |  | 1,115        |               | 6,869                                                 |          | 1,051                     |          | 1,115                       |  | 7,920                     |  | 9,035        |  | 2,656  |  | 1998 |  | 1998
|Governors Pointe Retail                  |  | Biggs Supercenter             |  | Retail        |  | -            |  | 2,107        |               | 9,927                                                 |          | 430                       |          | 4,227                       |  | 8,237                     |  | 12,464       |  | 3,827  |  | 1996 |  | 1996
|Governors Pointe Retail                  |  | Lowes                          |  | Retail        |  | -            |  | 3,750        |               | 6,502                                                 |          | 760                       |          | 3,750                       |  | 7,262                     |  | 11,012       |  | 3,618  |  | 1997 |  | 1997
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|MCDONOUGH, GEORGIA                       |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Liberty Distribution Center              |  | 120 Declaration Drive          |  | Industrial    |  | -            |  | 615          |               | 8,377                                                 |          | 287                       |          | 615                         |  | 8,664                     |  | 9,279        |  | 2,064  |  | 1997 |  | 1999
|Liberty Distribution Center              |  | 250 Declaration Drive          |  | Industrial    |  | 22,074       |  | 2,273        |               | 13,225                                                |          | 2,279                     |          | 2,312                       |  | 15,465                    |  | 17,777       |  | 3,441  |  | 2001 |  | 2001
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|MENDOTA HEIGHTS, MINNESOTA               |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Enterprise Industrial Center             |  | Enterprise Industrial Center   |  | Industrial    |  | 891          |  | 864          |               | 4,944                                                 |          | 652                       |          | 888                         |  | 5,572                     |  | 6,460        |  | 1,603  |  | 1979 |  | 1997
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|MONROE, OHIO                             |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Monroe Business Center                   |  | Monroe Business Center Bldg. 1 |  | Industrial    |  | -            |  | 660          |               | 5,082                                                 |          | 852                       |          | 660                         |  | 5,934                     |  | 6,594        |  | 1,708  |  | 1992 |  | 1999
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|MORRISVILLE, NORTH CAROLINA              |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Perimeter Park                           |  | 507 Airport Blvd               |  | Industrial    |  | -            |  | 1,327        |               | 8,130                                                 |          | 1,766                     |          | 1,351                       |  | 9,872                     |  | 11,223       |  | 2,707  |  | 1993 |  | 1999
|Perimeter Park                           |  | 5151 McCrimmon Pkwy            |  | Office        |  | -            |  | 1,318        |               | 7,824                                                 |          | 2,040                     |          | 1,342                       |  | 9,840                     |  | 11,182       |  | 2,317  |  | 1995 |  | 1999
|Perimeter Park                           |  | 2600 Perimeter Park Dr         |  | Industrial    |  | -            |  | 975          |               | 5,204                                                 |          | 1,144                     |          | 991                         |  | 6,332                     |  | 7,323        |  | 1,453  |  | 1997 |  | 1999
|Perimeter Park                           |  | 5150 McCrimmon Pkwy            |  | Industrial    |  | -            |  | 1,739        |               | 12,140                                                |          | 1,445                     |          | 1,773                       |  | 13,551                    |  | 15,324       |  | 3,136  |  | 1998 |  | 1999
|Perimeter Park                           |  | 2400 Perimeter Park Dr.        |  | Office        |  | -            |  | 760          |               | 5,513                                                 |          | 1,195                     |          | 778                         |  | 6,690                     |  | 7,468        |  | 1,646  |  | 1999 |  | 1999
|Perimeter Park                           |  | 3000 Perimeter Park Dr (Met 1) |  | Industrial    |  | 450          |  | 482          |               | 2,891                                                 |          | 1,228                     |          | 491                         |  | 4,110                     |  | 4,601        |  | 1,243  |  | 1989 |  | 1999
|Perimeter Park                           |  | 2900 Perimeter Park Dr (Met 2) |  | Industrial    |  | 324          |  | 235          |               | 1,942                                                 |          | 1,108                     |          | 264                         |  | 3,021                     |  | 3,285        |  | 799    |  | 1990 |  | 1999
|Perimeter Park                           |  | 2800 Perimeter Park Dr (Met 3) |  | Industrial    |  | 628          |  | 777          |               | 4,797                                                 |          | 797                       |          | 854                         |  | 5,517                     |  | 6,371        |  | 1,417  |  | 1992 |  | 1999
|Perimeter Park                           |  | 1100 Perimeter Park Drive      |  | Industrial    |  | -            |  | 777          |               | 5,696                                                 |          | 957                       |          | 794                         |  | 6,636                     |  | 7,430        |  | 1,684  |  | 1990 |  | 1999
|Perimeter Park                           |  | 1400 Perimeter Park Drive      |  | Office        |  | -            |  | 666          |               | 4,561                                                 |          | 1,214                     |          | 900                         |  | 5,541                     |  | 6,441        |  | 1,738  |  | 1991 |  | 1999
|Perimeter Park                           |  | 1500 Perimeter Park Drive      |  | Office        |  | -            |  | 1,148        |               | 10,086                                                |          | 539                       |          | 1,177                       |  | 10,596                    |  | 11,773       |  | 2,484  |  | 1996 |  | 1999
|Perimeter Park                           |  | 1600 Perimeter Park Drive      |  | Office        |  | -            |  | 1,463        |               | 9,763                                                 |          | 2,127                     |          | 1,513                       |  | 11,840                    |  | 13,353       |  | 3,123  |  | 1994 |  | 1999
|Perimeter Park                           |  | 1800 Perimeter Park Drive      |  | Office        |  | -            |  | 907          |               | 5,649                                                 |          | 1,252                     |          | 993                         |  | 6,815                     |  | 7,808        |  | 1,854  |  | 1994 |  | 1999
|Perimeter Park                           |  | 2000 Perimeter Park Drive      |  | Office        |  | -            |  | 788          |               | 5,738                                                 |          | 954                       |          | 842                         |  | 6,638                     |  | 7,480        |  | 2,175  |  | 1997 |  | 1999
|Perimeter Park                           |  | 1700 Perimeter Center West     |  | Office        |  | -            |  | 1,230        |               | 10,764                                                |          | 2,779                     |          | 1,260                       |  | 13,513                    |  | 14,773       |  | 3,564  |  | 1997 |  | 1999
|Perimeter Park                           |  | 3900 N. Paramount Parkway      |  | Office        |  | -            |  | 540          |               | 13,224                                                |          | 256                       |          | 574                         |  | 13,446                    |  | 14,020       |  | 3,205  |  | 1998 |  | 1999
|Perimeter Park                           |  | 3900 S. Paramount Pkwy         |  | Office        |  | -            |  | 1,575        |               | 10,733                                                |          | 1,483                     |          | 1,612                       |  | 12,179                    |  | 13,791       |  | 2,992  |  | 1999 |  | 1999
|Perimeter Park                           |  | 5200 East Paramount            |  | Office        |  | -            |  | 1,748        |               | 17,388                                                |          | 1,010                     |          | 1,797                       |  | 18,349                    |  | 20,146       |  | 6,418  |  | 1999 |  | 1999



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##### Table of Contents

|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|---------------------------------------- |  | ------------------------------- |  | ------------- |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ----- |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                                 |  |               |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                                 |  |               |  |              |  |              |              
|Development                              |  | Name                            |  | Building Type |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                                 |  |               |  |              |  |             
|                                         |  |                                 |  |               |  |              |  |             
|                                         |  |                                 |  | Land          |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|Perimeter Park                           |  | 3500 Paramount Pkwy             |  | Office        |  | -            |  | 755          |               | 12,948                                                |          | 137                       |          | 755                         |  | 13,085                    |  | 13,840       |  | 4,962 |  | 2000 |  | 2000
|Perimeter Park                           |  | 2700 Perimeter Park             |  | Industrial    |  | -            |  | 662          |               | 2,584                                                 |          | 1,738                     |          | 662                         |  | 4,322                     |  | 4,984        |  | 1,473 |  | 2001 |  | 2001
|Perimeter Park                           |  | 5200 West Paramount             |  | Office        |  | -            |  | 1,831        |               | 12,608                                                |          | 1,083                     |          | 1,831                       |  | 13,691                    |  | 15,522       |  | 3,545 |  | 2001 |  | 2001
|Perimeter Park                           |  | 2450 Perimeter Park             |  | Office        |  | -            |  | 669          |               | 2,894                                                 |          | 25                        |          | 669                         |  | 2,919                     |  | 3,588        |  | 931   |  | 2002 |  | 2002
|Perimeter Park                           |  | 3800 Paramount Parkway          |  | Office        |  | -            |  | 2,657        |               | 7,329                                                 |          | 3,235                     |          | 2,657                       |  | 10,564                    |  | 13,221       |  | 1,461 |  | 2006 |  | 2006
|Perimeter Park                           |  | Lenovo BTS I                    |  | Office        |  | -            |  | 1,439        |               | 16,961                                                |          | 1,509                     |          | 1,439                       |  | 18,470                    |  | 19,909       |  | 1,825 |  | 2006 |  | 2006
|Perimeter Park                           |  | Lenovo BTS II                   |  | Office        |  | -            |  | 1,725        |               | 16,809                                                |          | 1,989                     |          | 1,725                       |  | 18,798                    |  | 20,523       |  | 1,626 |  | 2007 |  | 2007
|Perimeter Park                           |  | Lenovo BTS III                  |  | Office        |  | -            |  | 1,661        |               | 14,086                                                |          | 133                       |          | 1,661                       |  | 14,219                    |  | 15,880       |  | -     |  | 2008 |  | 2008
|Perimeter Park                           |  | 2250 Perimeter Park             |  | Office        |  | -            |  | 2,290        |               | 6,981                                                 |          | 1,496                     |          | 2,290                       |  | 8,477                     |  | 10,767       |  | 151   |  | 2008 |  | 2008
|Perimeter Park                           |  | Perimeter One                   |  | Office        |  | -            |  | 5,880        |               | 14,339                                                |          | 7,897                     |          | 5,880                       |  | 22,236                    |  | 28,116       |  | 1,385 |  | 2007 |  | 2007
|Woodlake Center                          |  | 100 Innovation Avenue (Woodlk)  |  | Industrial    |  | -            |  | 633          |               | 3,748                                                 |          | 639                       |          | 633                         |  | 4,387                     |  | 5,020        |  | 1,015 |  | 1994 |  | 1999
|Woodlake Center                          |  | 101 Innovation Ave (Woodlk III) |  | Industrial    |  | -            |  | 615          |               | 4,095                                                 |          | 148                       |          | 615                         |  | 4,243                     |  | 4,858        |  | 1,078 |  | 1997 |  | 1999
|Woodlake Center                          |  | 200 Innovation Drive            |  | Industrial    |  | -            |  | 357          |               | 4,200                                                 |          | 145                       |          | 357                         |  | 4,345                     |  | 4,702        |  | 1,092 |  | 1999 |  | 1999
|Woodlake Center                          |  | 501 Innovation Ave.             |  | Industrial    |  | -            |  | 640          |               | 5,632                                                 |          | 176                       |          | 640                         |  | 5,808                     |  | 6,448        |  | 1,356 |  | 1999 |  | 1999
|Woodlake Center                          |  | 1000 Innovation (Woodlk 6)      |  | Industrial    |  | -            |  | 514          |               | 2,927                                                 |          | 160                       |          | 514                         |  | 3,087                     |  | 3,601        |  | 519   |  | 1996 |  | 2002
|Woodlake Center                          |  | 1200 Innovation (Woodlk 7)      |  | Industrial    |  | -            |  | 740          |               | 4,416                                                 |          | 245                       |          | 740                         |  | 4,661                     |  | 5,401        |  | 772   |  | 1996 |  | 2002
|Woodlake Center                          |  | Woodlake VIII                   |  | Industrial    |  | -            |  | 908          |               | 1,517                                                 |          | 339                       |          | 908                         |  | 1,856                     |  | 2,764        |  | 569   |  | 2004 |  | 2004
|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                          
|MURFREESBORO, TENNESSEE                  |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Middle Tenn Med Ctr - MOB                |  | Middle Tenn MedCtr - MOB        |  | Healthcare    |  | -            |  | -            |               | 20,564                                                |          | 1,558                     |          | 7                           |  | 22,115                    |  | 22,122       |  | 402   |  | 2008 |  | 2008
|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                          
|NAPERVILLE, ILLINOIS                     |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Meridian Business Campus                 |  | 1835 Jefferson                  |  | Industrial    |  | -            |  | 3,180        |               | 7,959                                                 |          | 5                         |          | 3,184                       |  | 7,960                     |  | 11,144       |  | 1,235 |  | 2005 |  | 2003
|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                          
|NASHVILLE, TENNESSEE                     |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Airpark East                             |  | Airpark East-800 Commerce Dr.   |  | Industrial    |  | -            |  | 1,564        |               | 2,617                                                 |          | 947                       |          | 1,564                       |  | 3,564                     |  | 5,128        |  | 529   |  | 2002 |  | 2002
|Lakeview Place                           |  | Three Lakeview                  |  | Office        |  | -            |  | 2,126        |               | 11,737                                                |          | 3,192                     |          | 2,126                       |  | 14,929                    |  | 17,055       |  | 3,779 |  | 1999 |  | 1999
|Lakeview Place                           |  | One Lakeview Place              |  | Office        |  | -            |  | 2,046        |               | 11,004                                                |          | 1,960                     |          | 2,123                       |  | 12,887                    |  | 15,010       |  | 3,468 |  | 1986 |  | 1998
|Lakeview Place                           |  | Two Lakeview Place              |  | Office        |  | -            |  | 2,046        |               | 11,442                                                |          | 2,105                     |          | 2,046                       |  | 13,547                    |  | 15,593       |  | 3,672 |  | 1988 |  | 1998
|Riverview Business Center                |  | Riverview Office Building       |  | Office        |  | -            |  | 847          |               | 5,809                                                 |          | 1,629                     |          | 847                         |  | 7,438                     |  | 8,285        |  | 2,013 |  | 1983 |  | 1999
|Nashville Business Center                |  | Nashville Business Center I     |  | Industrial    |  | -            |  | 936          |               | 5,943                                                 |          | 879                       |          | 936                         |  | 6,822                     |  | 7,758        |  | 1,546 |  | 1997 |  | 1999
|Nashville Business Center                |  | Nashville Business Center II    |  | Industrial    |  | -            |  | 5,659        |               | 10,206                                                |          | 845                       |          | 5,659                       |  | 11,051                    |  | 16,710       |  | 1,671 |  | 2005 |  | 2005
|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                          
|NEW ALBANY, OHIO                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|New Albany                               |  | 6525 West Campus Oval           |  | Office        |  | -            |  | 842          |               | 3,601                                                 |          | 2,254                     |          | 881                         |  | 5,816                     |  | 6,697        |  | 1,330 |  | 1999 |  | 1999
|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                          
|NILES, ILLINOIS                          |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Howard 220                               |  | Howard 220                      |  | Industrial    |  | -            |  | 4,920        |               | 3,669                                                 |          | 9,201                     |          | 7,761                       |  | 10,029                    |  | 17,790       |  | 840   |  | 2008 |  | 2004
|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                          
|NORCROSS, GEORGIA                        |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Gwinnett Park                            |  | 1835 Shackleford Court          |  | Office        |  | -            |  | 29           |               | 5,662                                                 |          | 1,012                     |          | 29                          |  | 6,674                     |  | 6,703        |  | 1,687 |  | 1990 |  | 1999
|Gwinnett Park                            |  | 1854 Shackleford Court          |  | Office        |  | -            |  | 52           |               | 9,667                                                 |          | 1,433                     |          | 52                          |  | 11,100                    |  | 11,152       |  | 2,747 |  | 1995 |  | 1999
|Gwinnett Park                            |  | 4275 Shackleford Road           |  | Office        |  | -            |  | 8            |               | 1,906                                                 |          | 547                       |          | 12                          |  | 2,449                     |  | 2,461        |  | 686   |  | 1985 |  | 1999
|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                          
|NORFOLK, VIRGINIA                        |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Norfolk Industrial Park                  |  | 1400 Sewells Point Road         |  | Industrial    |  | 2,912        |  | 1,463        |               | 5,723                                                 |          | 500                       |          | 1,463                       |  | 6,223                     |  | 7,686        |  | 202   |  | 1983 |  | 2007
|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                          
|NORTHLAKE, ILLINOIS                      |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Northlake 1 Park                         |  | Northlake I                     |  | Industrial    |  | -            |  | 5,721        |               | 10,319                                                |          | 836                       |          | 5,721                       |  | 11,155                    |  | 16,876       |  | 2,063 |  | 2002 |  | 2002
|Northlake Distribution Park              |  | Northlake III - Grand Whse.     |  | Industrial    |  | -            |  | 5,382        |               | 5,708                                                 |          | 253                       |          | 5,382                       |  | 5,961                     |  | 11,343       |  | 688   |  | 2006 |  | 2006
|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                          
|NORTH OLMSTED, OHIO                      |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Great Northern Corporate Ctr.            |  | Great Northern Corp Center I    |  | Office        |  | -            |  | 1,048        |               | 6,759                                                 |          | 1,735                     |          | 1,040                       |  | 8,502                     |  | 9,542        |  | 2,958 |  | 1985 |  | 1996
|Great Northern Corporate Ctr.            |  | Great Northern Corp Center II   |  | Office        |  | -            |  | 1,048        |               | 6,733                                                 |          | 2,404                     |          | 1,048                       |  | 9,137                     |  | 10,185       |  | 2,851 |  | 1987 |  | 1996
|Great Northern Corporate Ctr.            |  | Great Northern Corp Center III  |  | Office        |  | -            |  | 604          |               | 4,951                                                 |          | 619                       |          | 604                         |  | 5,570                     |  | 6,174        |  | 1,574 |  | 1999 |  | 1999
|                                         |  |                                 |  |               |  |              |  |              |               |                                                       |          |                          
|OAK BROOK, ILLINOIS                      |  |                                 |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|2000 York Road                           |  | 2000 York Road                  |  | Office        |  | -            |  | 2,625        |               | 15,825                                                |          | 27                        |          | 2,625                       |  | 15,852                    |  | 18,477       |  | 7,515 |  | 1986 |  | 2005



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##### Table of Contents

|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|---------------------------------------- |  | ------------------------------ |  | ------------- |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ----- |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                                |  |               |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                                |  |               |  |              |  |              |              
|Development                              |  | Name                           |  | Building Type |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                                |  |               |  |              |  |             
|                                         |  |                                |  |               |  |              |  |             
|                                         |  |                                |  | Land          |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|ORLANDO, FLORIDA                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Liberty Park at Southcenter              |  | Southcenter I-Brede/Allied BTS |  | Industrial    |  | -            |  | 3,094        |               | 3,867                                                 |          | -                         |          | 3,094                       |  | 3,867                     |  | 6,961        |  | 1,070 |  | 2003 |  | 2003
|Parksouth Distribution Center            |  | Parksouth Dist. Ctr-Bldg B     |  | Industrial    |  | -            |  | 565          |               | 4,871                                                 |          | 431                       |          | 570                         |  | 5,297                     |  | 5,867        |  | 1,423 |  | 1996 |  | 1999
|Parksouth Distribution Center            |  | Parksouth Dist. Ctr-Bldg A     |  | Industrial    |  | -            |  | 493          |               | 4,459                                                 |          | 234                       |          | 498                         |  | 4,688                     |  | 5,186        |  | 1,122 |  | 1997 |  | 1999
|Parksouth Distribution Center            |  | Parksouth Dist. Ctr-Bldg D     |  | Industrial    |  | -            |  | 593          |               | 4,131                                                 |          | 539                       |          | 597                         |  | 4,666                     |  | 5,263        |  | 1,081 |  | 1998 |  | 1999
|Parksouth Distribution Center            |  | Parksouth Dist. Ctr-Bldg E     |  | Industrial    |  | -            |  | 649          |               | 4,549                                                 |          | 368                       |          | 677                         |  | 4,889                     |  | 5,566        |  | 1,250 |  | 1997 |  | 1999
|Parksouth Distribution Center            |  | Parksouth Dist. Ctr-Bldg F     |  | Industrial    |  | -            |  | 1,030        |               | 5,232                                                 |          | 1,197                     |          | 1,072                       |  | 6,387                     |  | 7,459        |  | 1,863 |  | 1999 |  | 1999
|Parksouth Distribution Center            |  | Parksouth Dist. Ctr-Bldg H     |  | Industrial    |  | -            |  | 725          |               | 3,109                                                 |          | 149                       |          | 754                         |  | 3,229                     |  | 3,983        |  | 705   |  | 2000 |  | 2000
|Parksouth Distribution Center            |  | Parksouth Dist. Ctr-Bldg C     |  | Industrial    |  | -            |  | 598          |               | 1,769                                                 |          | 1,273                     |          | 674                         |  | 2,966                     |  | 3,640        |  | 567   |  | 2003 |  | 2001
|Parksouth Distribution Center            |  | Parksouth-Benjamin Moore BTS   |  | Industrial    |  | -            |  | 708          |               | 2,070                                                 |          | 24                        |          | 1,129                       |  | 1,673                     |  | 2,802        |  | 425   |  | 2003 |  | 2003
|Crossroads Business Park                 |  | Crossroads Business Center VII |  | Industrial    |  | -            |  | 2,803        |               | 5,891                                                 |          | 3,212                     |          | 2,803                       |  | 9,103                     |  | 11,906       |  | 1,145 |  | 2006 |  | 2006
|Crossroads Business Park                 |  | Crossroads VIII                |  | Industrial    |  | -            |  | 2,701        |               | 4,817                                                 |          | 1,032                     |          | 2,701                       |  | 5,849                     |  | 8,550        |  | 346   |  | 2007 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|OTSEGO, MINNESOTA                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Gateway North Business Center            |  | Gateway North 1                |  | Industrial    |  | -            |  | 2,243        |               | 3,959                                                 |          | 598                       |          | 2,287                       |  | 4,513                     |  | 6,800        |  | 254   |  | 2007 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|PARK RIDGE, ILLINOIS                     |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|OHare Corporate Centre                  |  | OHare Corporate Centre        |  | Office        |  | -            |  | 1,476        |               | 8,772                                                 |          | 802                       |          | 1,476                       |  | 9,574                     |  | 11,050       |  | 1,631 |  | 1985 |  | 2003
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|PHOENIX, ARIZONA                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Buckeye Logistics Center                 |  | 67 Buckeye                     |  | Industrial    |  | -            |  | 7,065        |               | 7,641                                                 |          | 357                       |          | 7,089                       |  | 7,974                     |  | 15,063       |  | 77    |  | 2008 |  | 2008
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|PLAINFIELD, ILLINOIS                     |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Edward Plainfield MOB I                  |  | Edward Plainfield MOB I        |  | Healthcare    |  | -            |  | -            |               | 9,483                                                 |          | 1,265                     |          | -                           |  | 10,748                    |  | 10,748       |  | 1,120 |  | 2006 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|PLAINFIELD, INDIANA                      |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Plainfield Business Park                 |  | Plainfield Building 1          |  | Industrial    |  | 16,852       |  | 1,104        |               | 11,151                                                |          | 425                       |          | 1,104                       |  | 11,576                    |  | 12,680       |  | 2,698 |  | 2000 |  | 2000
|Plainfield Business Park                 |  | Plainfield Building 2          |  | Industrial    |  | 17,422       |  | 1,387        |               | 9,213                                                 |          | 3,230                     |          | 3,008                       |  | 10,822                    |  | 13,830       |  | 3,377 |  | 2000 |  | 2000
|Plainfield Business Park                 |  | Plainfield Building 3          |  | Industrial    |  | 17,618       |  | 2,016        |               | 9,151                                                 |          | 2,552                     |          | 2,016                       |  | 11,703                    |  | 13,719       |  | 1,590 |  | 2002 |  | 2002
|Plainfield Business Park                 |  | Plainfield Building 5          |  | Industrial    |  | 12,977       |  | 2,726        |               | 7,284                                                 |          | 210                       |          | 2,726                       |  | 7,494                     |  | 10,220       |  | 1,517 |  | 2004 |  | 2004
|Plainfield Business Park                 |  | Plainfield Building 8          |  | Industrial    |  | 21,467       |  | 4,527        |               | 11,928                                                |          | 855                       |          | 4,527                       |  | 12,783                    |  | 17,310       |  | 1,521 |  | 2006 |  | 2006
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|PLANO, TEXAS                             |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|5556 & 5560 Tennyson Parkway             |  | 5560 Tennyson Parkway          |  | Office        |  | -            |  | 1,527        |               | 5,831                                                 |          | 724                       |          | 1,527                       |  | 6,555                     |  | 8,082        |  | 1,812 |  | 1997 |  | 1999
|5556 & 5560 Tennyson Parkway             |  | 5556 Tennyson Parkway          |  | Office        |  | -            |  | 1,181        |               | 11,154                                                |          | 205                       |          | 1,181                       |  | 11,359                    |  | 12,540       |  | 3,524 |  | 1999 |  | 1999
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|PLYMOUTH, MINNESOTA                      |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Medicine Lake Indust Ctr                 |  | Medicine Lake Indus. Center    |  | Industrial    |  | 1,551        |  | 1,145        |               | 5,955                                                 |          | 1,404                     |          | 1,145                       |  | 7,359                     |  | 8,504        |  | 2,048 |  | 1970 |  | 1997
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|PORT WENTWORTH, GEORGIA                  |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Grange Road                              |  | 318 Grange Road                |  | Industrial    |  | 2,584        |  | 957          |               | 4,816                                                 |          | 1                         |          | 957                         |  | 4,817                     |  | 5,774        |  | 521   |  | 2001 |  | 2006
|Grange Road                              |  | 246 Grange Road                |  | Industrial    |  | 6,000        |  | 1,191        |               | 8,294                                                 |          | 7                         |          | 1,191                       |  | 8,301                     |  | 9,492        |  | 805   |  | 2006 |  | 2006
|Crossroads (Savannah)                    |  | 100 Ocean Link Way-Godley Rd   |  | Industrial    |  | 10,763       |  | 2,306        |               | 13,389                                                |          | 30                        |          | 2,336                       |  | 13,389                    |  | 15,725       |  | 1,102 |  | 2006 |  | 2006
|Crossroads (Savannah)                    |  | 500 Expansion Blvd             |  | Industrial    |  | 4,544        |  | 649          |               | 6,282                                                 |          | 2                         |          | 649                         |  | 6,284                     |  | 6,933        |  | 153   |  | 2006 |  | 2008
|Crossroads (Savannah)                    |  | 400 Expansion Blvd             |  | Industrial    |  | 10,227       |  | 1,636        |               | 14,506                                                |          | 2                         |          | 1,636                       |  | 14,508                    |  | 16,144       |  | 210   |  | 2007 |  | 2008
|Crossroads (Savannah)                    |  | 605 Expansion Blvd             |  | Industrial    |  | 6,026        |  | 1,615        |               | 7,456                                                 |          | 4                         |          | 1,615                       |  | 7,460                     |  | 9,075        |  | 112   |  | 2007 |  | 2008
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|RALEIGH, NORTH CAROLINA                  |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Brook Forest                             |  | Brook Forest I                 |  | Office        |  | -            |  | 1,242        |               | 4,982                                                 |          | 694                       |          | 1,242                       |  | 5,676                     |  | 6,918        |  | 1,504 |  | 2000 |  | 2000
|Centerview                               |  | Centerview 5540                |  | Office        |  | -            |  | 773          |               | 6,173                                                 |          | 1,470                     |          | 773                         |  | 7,643                     |  | 8,416        |  | 1,543 |  | 1986 |  | 2003
|Centerview                               |  | Centerview 5565                |  | Office        |  | -            |  | 513          |               | 4,754                                                 |          | 713                       |          | 513                         |  | 5,467                     |  | 5,980        |  | 1,005 |  | 1999 |  | 2003
|Crabtree Overlook                        |  | Crabtree Overlook              |  | Office        |  | -            |  | 2,164        |               | 17,875                                                |          | 147                       |          | 2,164                       |  | 18,022                    |  | 20,186       |  | 4,729 |  | 2001 |  | 2001
|Interchange Plaza                        |  | 801 Jones Franklin Rd          |  | Office        |  | -            |  | 1,351        |               | 7,700                                                 |          | 966                       |          | 1,351                       |  | 8,666                     |  | 10,017       |  | 2,325 |  | 1995 |  | 1999
|Interchange Plaza                        |  | 5520 Capital Ctr Dr (Intrch I) |  | Office        |  | -            |  | 842          |               | 3,824                                                 |          | 683                       |          | 842                         |  | 4,507                     |  | 5,349        |  | 1,049 |  | 1993 |  | 1999
|Walnut Creek                             |  | Walnut Creek Business Park #1  |  | Industrial    |  | -            |  | 419          |               | 2,294                                                 |          | 582                       |          | 442                         |  | 2,853                     |  | 3,295        |  | 806   |  | 2001 |  | 2001
|Walnut Creek                             |  | Walnut Creek Business Park #2  |  | Industrial    |  | -            |  | 456          |               | 3,319                                                 |          | 287                       |          | 487                         |  | 3,575                     |  | 4,062        |  | 1,192 |  | 2001 |  | 2001
|Walnut Creek                             |  | Walnut Creek Business Park #3  |  | Industrial    |  | -            |  | 679          |               | 3,966                                                 |          | 1,251                     |          | 719                         |  | 5,177                     |  | 5,896        |  | 1,483 |  | 2001 |  | 2001
|Walnut Creek                             |  | Walnut Creek IV                |  | Industrial    |  | -            |  | 2,038        |               | 2,152                                                 |          | 721                       |          | 2,083                       |  | 2,828                     |  | 4,911        |  | 812   |  | 2004 |  | 2004
|Walnut Creek                             |  | Walnut Creek V                 |  | Industrial    |  | -            |  | 1,718        |               | 3,302                                                 |          | 349                       |          | 1,718                       |  | 3,651                     |  | 5,369        |  | 136   |  | 2008 |  | 2008
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|ROMEOVILLE, ILLINOIS                     |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Crossroads Business Park                 |  | Chapco Carton Company          |  | Industrial    |  | -            |  | 917          |               | 4,537                                                 |          | 49                        |          | 917                         |  | 4,586                     |  | 5,503        |  | 817   |  | 1999 |  | 2002
|Park 55                                  |  | Park 55 Bldg. 1                |  | Industrial    |  | -            |  | 6,433        |               | 8,408                                                 |          | 944                       |          | 6,433                       |  | 9,352                     |  | 15,785       |  | 1,660 |  | 2005 |  | 2005



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##### Table of Contents

|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|---------------------------------------- |  | ------------------------------ |  | ------------- |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ------ |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                                |  |               |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                                |  |               |  |              |  |              |              
|Development                              |  | Name                           |  | Building Type |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                                |  |               |  |              |  |             
|                                         |  |                                |  |               |  |              |  |             
|                                         |  |                                |  | Land          |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|ROSEMONT, ILLINOIS                       |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|OHare International Ctr                 |  | OHare International Ctr I     |  | Office        |  | -            |  | 7,700        |               | 33,239                                                |          | 813                       |          | 7,700                       |  | 34,052                    |  | 41,752       |  | 8,954  |  | 1984 |  | 2005
|OHare International Ctr                 |  | OHare International Ctr II    |  | Office        |  | -            |  | 8,103        |               | 31,997                                                |          | 3,410                     |          | 8,103                       |  | 35,407                    |  | 43,510       |  | 7,811  |  | 1987 |  | 2005
|Riverway                                 |  | Riverway East                  |  | Office        |  | -            |  | 13,664       |               | 34,542                                                |          | 1,571                     |          | 13,664                      |  | 36,113                    |  | 49,777       |  | 10,444 |  | 1987 |  | 2005
|Riverway                                 |  | Riverway West                  |  | Office        |  | -            |  | 3,294        |               | 39,329                                                |          | 4,515                     |          | 3,294                       |  | 43,844                    |  | 47,138       |  | 8,227  |  | 1989 |  | 2005
|Riverway                                 |  | Riverway Central               |  | Office        |  | -            |  | 4,229        |               | 68,293                                                |          | 2,975                     |          | 4,229                       |  | 71,268                    |  | 75,497       |  | 12,379 |  | 1989 |  | 2005
|Riverway                                 |  | Riverway Retail                |  | Retail        |  | -            |  | 189          |               | -                                                     |          | 3                         |          | 189                         |  | 3                         |  | 192          |  | 46     |  | 1987 |  | 2005
|Riverway                                 |  | Riverway MW II (Ground Lease)  |  | Grounds       |  | -            |  | 586          |               | -                                                     |          | -                         |          | 586                         |  | -                         |  | 586          |  | -      |  | n/a  |  | 2007
|Rosemont Crossing at Balmoral            |  | Rosemont Crossing I            |  | Office        |  | -            |  | 5,170        |               | 12,373                                                |          | 1,029                     |          | 5,170                       |  | 13,402                    |  | 18,572       |  | 145    |  | 2008 |  | 2008
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|SAVANNAH, GEORGIA                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Gulfstream Road                          |  | 198 Gulfstream                 |  | Industrial    |  | 6,217        |  | 549          |               | 4,255                                                 |          | -                         |          | 549                         |  | 4,255                     |  | 4,804        |  | 488    |  | 1997 |  | 2006
|Gulfstream Road                          |  | 194 Gulfstream                 |  | Industrial    |  | 835          |  | 412          |               | 2,816                                                 |          | 16                        |          | 412                         |  | 2,832                     |  | 3,244        |  | 320    |  | 1998 |  | 2006
|Gulfstream Road                          |  | 190 Gulfstream                 |  | Industrial    |  | 1,915        |  | 689          |               | 4,916                                                 |          | -                         |          | 689                         |  | 4,916                     |  | 5,605        |  | 530    |  | 1999 |  | 2006
|Grange Road                              |  | 250 Grange Road                |  | Industrial    |  | 4,295        |  | 928          |               | 8,648                                                 |          | 7                         |          | 928                         |  | 8,655                     |  | 9,583        |  | 832    |  | 2002 |  | 2006
|Grange Road                              |  | 248 Grange Road                |  | Industrial    |  | 1,831        |  | 664          |               | 3,496                                                 |          | 8                         |          | 664                         |  | 3,504                     |  | 4,168        |  | 342    |  | 2002 |  | 2006
|SPA Park                                 |  | 80 Coleman Blvd.               |  | Industrial    |  | 1,902        |  | 782          |               | 2,962                                                 |          | -                         |          | 782                         |  | 2,962                     |  | 3,744        |  | 241    |  | 2002 |  | 2006
|Crossroads (Savannah)                    |  | 163 Portside Court             |  | Industrial    |  | 21,222       |  | 8,433        |               | 8,366                                                 |          | 20                        |          | 8,433                       |  | 8,386                     |  | 16,819       |  | 1,425  |  | 2004 |  | 2006
|Crossroads (Savannah)                    |  | 151 Portside Court             |  | Industrial    |  | 3,497        |  | 966          |               | 7,155                                                 |          | 15                        |          | 966                         |  | 7,170                     |  | 8,136        |  | 530    |  | 2003 |  | 2006
|Crossroads (Savannah)                    |  | 175 Portside Court             |  | Industrial    |  | 13,438       |  | 4,300        |               | 15,696                                                |          | 14                        |          | 4,300                       |  | 15,710                    |  | 20,010       |  | 1,753  |  | 2005 |  | 2006
|Crossroads (Savannah)                    |  | 150 Portside Court             |  | Industrial    |  | 9,721        |  | 3,071        |               | 23,001                                                |          | 729                       |          | 3,071                       |  | 23,730                    |  | 26,801       |  | 2,385  |  | 2001 |  | 2006
|Crossroads (Savannah)                    |  | 235 Jimmy Deloach Parkway      |  | Industrial    |  | 3,550        |  | 1,074        |               | 8,442                                                 |          | 37                        |          | 1,074                       |  | 8,479                     |  | 9,553        |  | 798    |  | 2001 |  | 2006
|Crossroads (Savannah)                    |  | 239 Jimmy Deloach Parkway      |  | Industrial    |  | 3,070        |  | 1,074        |               | 7,141                                                 |          | 37                        |          | 1,074                       |  | 7,178                     |  | 8,252        |  | 682    |  | 2001 |  | 2006
|Crossroads (Savannah)                    |  | 246 Jimmy Deloach Parkway      |  | Industrial    |  | 3,646        |  | 992          |               | 5,383                                                 |          | 14                        |          | 992                         |  | 5,397                     |  | 6,389        |  | 520    |  | 2006 |  | 2006
|Port of Savannah                         |  | 276 Jimmy Deloach Land         |  | Grounds       |  | -            |  | 2,267        |               | -                                                     |          | -                         |          | 2,267                       |  | -                         |  | 2,267        |  | 129    |  | n/a  |  | 2006
|Crossroads (Savannah)                    |  | 200 Ocean Link Way             |  | Industrial    |  | 6,846        |  | 878          |               | 10,021                                                |          | 12                        |          | 883                         |  | 10,028                    |  | 10,911       |  | 374    |  | 2006 |  | 2008
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|SEVEN HILLS, OHIO                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Rock Run Business Campus                 |  | Rock Run North                 |  | Office        |  | -            |  | 837          |               | 5,413                                                 |          | 701                       |          | 960                         |  | 5,991                     |  | 6,951        |  | 2,147  |  | 1984 |  | 1996
|Rock Run Business Campus                 |  | Rock Run Center                |  | Office        |  | -            |  | 1,046        |               | 6,695                                                 |          | 987                       |          | 1,169                       |  | 7,559                     |  | 8,728        |  | 2,613  |  | 1985 |  | 1996
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|SHARONVILLE, OHIO                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Mosteller Distribution Center            |  | Mosteller Distribution Ctr. I  |  | Industrial    |  | -            |  | 1,275        |               | 5,282                                                 |          | 3,534                     |          | 1,275                       |  | 8,816                     |  | 10,091       |  | 3,067  |  | 1996 |  | 1996
|Mosteller Distribution Center            |  | Mosteller Distribution Ctr. II |  | Industrial    |  | -            |  | 828          |               | 4,060                                                 |          | 1,598                     |          | 828                         |  | 5,658                     |  | 6,486        |  | 2,037  |  | 1997 |  | 1997
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|ST. LOUIS PARK, MINNESOTA                |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|The West End                             |  | 1600 Tower                     |  | Office        |  | -            |  | 2,321        |               | 27,284                                                |          | 6,504                     |          | 2,516                       |  | 33,593                    |  | 36,109       |  | 7,734  |  | 2000 |  | 2000
|The West End                             |  | MoneyGram Tower                |  | Office        |  | -            |  | 3,039        |               | 35,315                                                |          | 6,564                     |          | 3,315                       |  | 41,603                    |  | 44,918       |  | 10,411 |  | 1987 |  | 1999
|Minneapolis West                         |  | Chilies Ground Lease           |  | Grounds       |  | -            |  | 921          |               | -                                                     |          | 157                       |          | 1,078                       |  | -                         |  | 1,078        |  | 18     |  | n/a  |  | 1998
|Minneapolis West                         |  | Olive Garden Ground Lease      |  | Grounds       |  | -            |  | 921          |               | -                                                     |          | 114                       |          | 1,035                       |  | -                         |  | 1,035        |  | 17     |  | n/a  |  | 1998
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|ST. LOUIS, MISSOURI                      |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |        |  |      |  |     
|Lakeside Crossing                        |  | Lakeside Crossing Building One |  | Industrial    |  | -            |  | 596          |               | 2,078                                                 |          | 540                       |          | 480                         |  | 2,734                     |  | 3,214        |  | 1,027  |  | 2002 |  | 2002
|Lakeside Crossing                        |  | Lakeside Crossing Building II  |  | Industrial    |  | -            |  | 783          |               | 2,227                                                 |          | 10                        |          | 782                         |  | 2,238                     |  | 3,020        |  | 981    |  | 2003 |  | 2003
|Lakeside Crossing                        |  | Lakeside Crossing Building III |  | Industrial    |  | -            |  | 1,905        |               | 4,305                                                 |          | 384                       |          | 1,623                       |  | 4,971                     |  | 6,594        |  | 1,352  |  | 2002 |  | 2002
|Lakeside Crossing                        |  | Lakeside Crossing V            |  | Office        |  | -            |  | 750          |               | 1,928                                                 |          | 9                         |          | 750                         |  | 1,937                     |  | 2,687        |  | 991    |  | 2004 |  | 2004
|Lakeside Crossing                        |  | Lakeside Crossing Building VI  |  | Industrial    |  | -            |  | 1,079        |               | 2,125                                                 |          | 2,251                     |          | 1,333                       |  | 4,122                     |  | 5,455        |  | 1,412  |  | 2002 |  | 2002
|Laumeier Office Park                     |  | Laumeier I                     |  | Office        |  | -            |  | 1,384        |               | 8,780                                                 |          | 2,689                     |          | 1,384                       |  | 11,469                    |  | 12,853       |  | 4,288  |  | 1987 |  | 1995
|Laumeier Office Park                     |  | Laumeier II                    |  | Office        |  | -            |  | 1,421        |               | 9,353                                                 |          | 2,172                     |          | 1,421                       |  | 11,525                    |  | 12,946       |  | 4,279  |  | 1988 |  | 1995
|Laumeier Office Park                     |  | Laumeier IV                    |  | Office        |  | -            |  | 1,029        |               | 6,671                                                 |          | 1,440                     |          | 1,029                       |  | 8,111                     |  | 9,140        |  | 2,378  |  | 1987 |  | 1998
|Maryville Center                         |  | 500-510 Maryville Centre       |  | Office        |  | -            |  | 3,402        |               | 24,174                                                |          | 4,119                     |          | 3,402                       |  | 28,293                    |  | 31,695       |  | 8,267  |  | 1984 |  | 1997
|Maryville Center                         |  | 530 Maryville Centre           |  | Office        |  | -            |  | 2,219        |               | 15,008                                                |          | 2,525                     |          | 2,219                       |  | 17,533                    |  | 19,752       |  | 5,517  |  | 1990 |  | 1997
|Maryville Center                         |  | 550 Maryville Centre           |  | Office        |  | -            |  | 1,996        |               | 12,516                                                |          | 2,294                     |          | 1,996                       |  | 14,810                    |  | 16,806       |  | 4,388  |  | 1988 |  | 1997
|Maryville Center                         |  | 635-645 Maryville Centre       |  | Office        |  | -            |  | 3,048        |               | 18,034                                                |          | 2,432                     |          | 3,048                       |  | 20,466                    |  | 23,514       |  | 6,278  |  | 1987 |  | 1997
|Maryville Center                         |  | 655 Maryville Centre           |  | Office        |  | -            |  | 1,860        |               | 13,217                                                |          | 2,320                     |          | 1,860                       |  | 15,537                    |  | 17,397       |  | 4,374  |  | 1994 |  | 1997
|Maryville Center                         |  | 540 Maryville Centre           |  | Office        |  | -            |  | 2,219        |               | 14,384                                                |          | 2,228                     |          | 2,219                       |  | 16,612                    |  | 18,831       |  | 5,106  |  | 1990 |  | 1997
|Maryville Center                         |  | 520 Maryville Centre           |  | Office        |  | -            |  | 2,404        |               | 14,484                                                |          | 1,387                     |          | 2,404                       |  | 15,871                    |  | 18,275       |  | 4,290  |  | 1999 |  | 1999
|Maryville Center                         |  | 700 Maryville Centre           |  | Office        |  | -            |  | 4,556        |               | 28,599                                                |          | 397                       |          | 4,556                       |  | 28,996                    |  | 33,552       |  | 8,885  |  | 2000 |  | 2000
|Maryville Center                         |  | 533 Maryville Centre           |  | Office        |  | -            |  | 3,230        |               | 16,746                                                |          | 305                       |          | 3,230                       |  | 17,051                    |  | 20,281       |  | 4,989  |  | 2000 |  | 2000
|Maryville Center                         |  | 555 Maryville Centre           |  | Office        |  | -            |  | 3,226        |               | 15,978                                                |          | 1,954                     |          | 3,226                       |  | 17,932                    |  | 21,158       |  | 4,829  |  | 2001 |  | 2001
|Maryville Center                         |  | 625 Maryville Centre           |  | Office        |  | 939          |  | 2,509        |               | 11,186                                                |          | 539                       |          | 2,509                       |  | 11,725                    |  | 14,234       |  | 2,735  |  | 1996 |  | 2002



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##### Table of Contents

|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|---------------------------------------- |  | ------------------------------ |  | ------------- |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- | -------- | ------------------------- | -------- | --------------------------- |  | ------------------------- |  | ------------ |  | ----- |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                                |  |               |  |              |  |              |               |                                                       |          | Schedule III             
|Real Estate and Accumulated Depreciation |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|December 31, 2008                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|(in thousands)                           |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                            
|                                         |  |                                |  |               |  |              |  |              |              
|Development                              |  | Name                           |  | Building Type |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |          | Gross Book Value 12/31/08 |          | AccumulatedDepreciation (2) |  | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                                |  |               |  |              |  |             
|                                         |  |                                |  |               |  |              |  |             
|                                         |  |                                |  | Land          |  | Buildings    |  |              | Land/Land Imp |                                                       | Bldgs/TI |                           | Total(1) |                             |  |                          
|Westport Place                           |  | Westport Center I              |  | Industrial    |  | -            |  | 1,707        |               | 5,329                                                 |          | 920                       |          | 1,707                       |  | 6,249                     |  | 7,956        |  | 2,293 |  | 1998 |  | 1998
|Westport Place                           |  | Westport Center II             |  | Industrial    |  | -            |  | 914          |               | 1,924                                                 |          | 270                       |          | 914                         |  | 2,194                     |  | 3,108        |  | 746   |  | 1998 |  | 1998
|Westport Place                           |  | Westport Center III            |  | Industrial    |  | -            |  | 1,206        |               | 2,651                                                 |          | 531                       |          | 1,206                       |  | 3,182                     |  | 4,388        |  | 1,009 |  | 1999 |  | 1999
|Westport Place                           |  | Westport Center IV             |  | Industrial    |  | -            |  | 1,440        |               | 4,860                                                 |          | 58                        |          | 1,440                       |  | 4,918                     |  | 6,358        |  | 1,294 |  | 2000 |  | 2000
|Westport Place                           |  | Westport Center V              |  | Industrial    |  | -            |  | 493          |               | 1,274                                                 |          | 56                        |          | 493                         |  | 1,330                     |  | 1,823        |  | 362   |  | 2000 |  | 2000
|Westport Place                           |  | Westport Place                 |  | Office        |  | -            |  | 1,990        |               | 5,478                                                 |          | 2,113                     |          | 1,990                       |  | 7,591                     |  | 9,581        |  | 2,254 |  | 2000 |  | 2000
|Westmark                                 |  | Westmark                       |  | Office        |  | -            |  | 1,497        |               | 9,843                                                 |          | 2,497                     |          | 1,684                       |  | 12,153                    |  | 13,837       |  | 4,743 |  | 1987 |  | 1995
|Westview Place                           |  | Westview Place                 |  | Office        |  | -            |  | 669          |               | 8,219                                                 |          | 3,655                     |          | 669                         |  | 11,874                    |  | 12,543       |  | 4,378 |  | 1988 |  | 1995
|Woodsmill Commons                        |  | WoodsmillCommons II (400)      |  | Office        |  | -            |  | 1,718        |               | 7,896                                                 |          | 438                       |          | 1,718                       |  | 8,334                     |  | 10,052       |  | 1,590 |  | 1985 |  | 2003
|Woodsmill Commons                        |  | WoodsmillCommons I (424)       |  | Office        |  | -            |  | 1,836        |               | 7,743                                                 |          | 941                       |          | 1,836                       |  | 8,684                     |  | 10,520       |  | 1,761 |  | 1985 |  | 2003
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|STAFFORD, TEXAS                          |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Stafford                                 |  | Stafford Distribution Center   |  | Industrial    |  | -            |  | 3,502        |               | 5,433                                                 |          | 1,924                     |          | 3,502                       |  | 7,357                     |  | 10,859       |  | 239   |  | 2008 |  | 2008
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|STERLING, VIRGINIA                       |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|TransDulles Centre                       |  | 22800 Davis Drive              |  | Office        |  | -            |  | 2,550        |               | 11,250                                                |          | 26                        |          | 2,550                       |  | 11,276                    |  | 13,826       |  | 953   |  | 1989 |  | 2006
|TransDulles Centre                       |  | 22714 Glenn Drive              |  | Industrial    |  | -            |  | 3,973        |               | 4,422                                                 |          | 1,015                     |          | 3,973                       |  | 5,437                     |  | 9,410        |  | 358   |  | 2007 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|SUFFOLK, VIRGINIA                        |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Northgate Commerce Park                  |  | 101 Industrial Drive, Bldg. A  |  | Industrial    |  | -            |  | 1,558        |               | 8,230                                                 |          | -                         |          | 1,558                       |  | 8,230                     |  | 9,788        |  | 251   |  | 2007 |  | 2007
|Northgate Commerce Park                  |  | 155 Industrial Drive, Bldg. B  |  | Industrial    |  | -            |  | 1,558        |               | 8,230                                                 |          | -                         |          | 1,558                       |  | 8,230                     |  | 9,788        |  | 251   |  | 2007 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|SUMNER, WASHINGTON                       |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Not Applicable                           |  | Sumner Transit                 |  | Industrial    |  | 18,223       |  | 16,032       |               | 5,935                                                 |          | -                         |          | 16,032                      |  | 5,935                     |  | 21,967       |  | 435   |  | 2005 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|SUNRISE, FLORIDA                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Sawgrass Pointe                          |  | Sawgrass - Building B          |  | Office        |  | -            |  | 1,211        |               | 5,176                                                 |          | 1,380                     |          | 1,211                       |  | 6,556                     |  | 7,767        |  | 1,819 |  | 1999 |  | 2001
|Sawgrass Pointe                          |  | Sawgrass - Building A          |  | Office        |  | -            |  | 1,147        |               | 4,242                                                 |          | 96                        |          | 1,147                       |  | 4,338                     |  | 5,485        |  | 1,139 |  | 2000 |  | 2001
|Sawgrass Pointe                          |  | Sawgrass Pointe I              |  | Office        |  | -            |  | 3,484        |               | 21,284                                                |          | 6,737                     |          | 3,484                       |  | 28,021                    |  | 31,505       |  | 6,335 |  | 2002 |  | 2002
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|TAMPA, FLORIDA                           |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Fairfield Distribution Center            |  | Fairfield Distribution Ctr I   |  | Industrial    |  | -            |  | 483          |               | 2,621                                                 |          | 124                       |          | 487                         |  | 2,741                     |  | 3,228        |  | 667   |  | 1998 |  | 1999
|Fairfield Distribution Center            |  | Fairfield Distribution Ctr II  |  | Industrial    |  | -            |  | 530          |               | 4,900                                                 |          | 127                       |          | 534                         |  | 5,023                     |  | 5,557        |  | 1,200 |  | 1998 |  | 1999
|Fairfield Distribution Center            |  | Fairfield Distribution Ctr III |  | Industrial    |  | -            |  | 334          |               | 2,771                                                 |          | 98                        |          | 338                         |  | 2,865                     |  | 3,203        |  | 688   |  | 1999 |  | 1999
|Fairfield Distribution Center            |  | Fairfield Distribution Ctr IV  |  | Industrial    |  | -            |  | 600          |               | 1,917                                                 |          | 1,141                     |          | 604                         |  | 3,054                     |  | 3,658        |  | 889   |  | 1999 |  | 1999
|Fairfield Distribution Center            |  | Fairfield Distribution Ctr V   |  | Industrial    |  | -            |  | 488          |               | 2,635                                                 |          | 254                       |          | 488                         |  | 2,889                     |  | 3,377        |  | 613   |  | 2000 |  | 2000
|Fairfield Distribution Center            |  | Fairfield Distribution Ctr VI  |  | Industrial    |  | -            |  | 555          |               | 3,989                                                 |          | 516                       |          | 555                         |  | 4,505                     |  | 5,060        |  | 1,097 |  | 2001 |  | 2001
|Fairfield Distribution Center            |  | Fairfield Distribution Ctr VII |  | Industrial    |  | -            |  | 394          |               | 2,137                                                 |          | 779                       |          | 394                         |  | 2,916                     |  | 3,310        |  | 720   |  | 2001 |  | 2001
|Fairfield Distribution Center            |  | Fairfield VIII                 |  | Industrial    |  | -            |  | 1,082        |               | 3,326                                                 |          | -                         |          | 1,082                       |  | 3,326                     |  | 4,408        |  | 1,305 |  | 2004 |  | 2004
|Fairfield Distribution Center            |  | Fairfield Distribution Ctr. IX |  | Industrial    |  | -            |  | 3,718        |               | 4,385                                                 |          | 306                       |          | 3,718                       |  | 4,691                     |  | 8,409        |  | 91    |  | 2008 |  | 2008
|Eagle Creek Business Center              |  | Eagle Creek Business Ctr. I    |  | Industrial    |  | -            |  | 3,705        |               | 3,187                                                 |          | 1,033                     |          | 3,705                       |  | 4,220                     |  | 7,925        |  | 807   |  | 2006 |  | 2006
|Eagle Creek Business Center              |  | Eagle Creek Business Ctr. II   |  | Industrial    |  | -            |  | 2,354        |               | 2,272                                                 |          | 969                       |          | 2,354                       |  | 3,241                     |  | 5,595        |  | 449   |  | 2007 |  | 2007
|Eagle Creek Business Center              |  | Eagle Creek Business Ctr. III  |  | Industrial    |  | -            |  | 2,332        |               | 2,237                                                 |          | 1,274                     |          | 2,332                       |  | 3,511                     |  | 5,843        |  | 329   |  | 2007 |  | 2007
|Highland Oaks                            |  | Highland Oaks I                |  | Office        |  | -            |  | 1,525        |               | 12,518                                                |          | 996                       |          | 1,525                       |  | 13,514                    |  | 15,039       |  | 3,528 |  | 1999 |  | 1999
|Highland Oaks                            |  | Highland Oaks II               |  | Office        |  | -            |  | 1,605        |               | 10,845                                                |          | 3,612                     |          | 1,605                       |  | 14,457                    |  | 16,062       |  | 4,217 |  | 1999 |  | 1999
|Highland Oaks                            |  | Highland Oaks III              |  | Office        |  | -            |  | 2,882        |               | 8,871                                                 |          | 689                       |          | 2,522                       |  | 9,920                     |  | 12,442       |  | 887   |  | 2007 |  | 2007
|Highland Oaks                            |  | Highland Oaks IV               |  | Office        |  | -            |  | 3,068        |               | 9,962                                                 |          | 402                       |          | 3,068                       |  | 10,364                    |  | 13,432       |  | 62    |  | 2008 |  | 2008
|Highland Oaks                            |  | Highland Oaks V                |  | Office        |  | -            |  | 2,412        |               | 6,524                                                 |          | 3,418                     |          | 2,412                       |  | 9,942                     |  | 12,354       |  | 942   |  | 2007 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|TITUSVILLE, FLORIDA                      |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Retail Development                       |  | Crossroads Marketplace         |  | Retail        |  | -            |  | 12,678       |               | 4,451                                                 |          | 1,009                     |          | 11,922                      |  | 6,216                     |  | 18,138       |  | 1,052 |  | 2007 |  | 2007
|                                         |  |                                |  |               |  |              |  |              |               |                                                       |          |                          
|WEST CHESTER, OHIO                       |  |                                |  |               |  |              |  |              |               |                                                       |          |                           |          |                             |  |                           |  |              |  |       |  |      |  |     
|Centre Pointe Office Park                |  | Centre Pointe I                |  | Office        |  | -            |  | 2,501        |               | 9,427                                                 |          | 438                       |          | 2,501                       |  | 9,865                     |  | 12,366       |  | 2,753 |  | 2000 |  | 2004
|Centre Pointe Office Park                |  | Centre Pointe II               |  | Office        |  | -            |  | 2,056        |               | 10,063                                                |          | 287                       |          | 2,056                       |  | 10,350                    |  | 12,406       |  | 2,761 |  | 2001 |  | 2004
|Centre Pointe Office Park                |  | Centre Pointe III              |  | Office        |  | -            |  | 2,048        |               | 10,001                                                |          | 1,139                     |          | 2,048                       |  | 11,140                    |  | 13,188       |  | 2,955 |  | 2002 |  | 2004
|Centre Pointe Office Park                |  | Centre Pointe IV               |  | Office        |  | -            |  | 2,013        |               | 9,017                                                 |          | 1,540                     |          | 2,932                       |  | 9,638                     |  | 12,570       |  | 1,508 |  | 2005 |  | 2005
|Centre Pointe Office Park                |  | Centre Pointe V                |  | Office        |  | -            |  | 2,557        |               | 13,982                                                |          | 274                       |          | 2,611                       |  | 14,202                    |  | 16,813       |  | -     |  | 2007 |  | 2007
|Centre Pointe Office Park                |  | Centre Pointe VI               |  | Office        |  | -            |  | 2,759        |               | 8,266                                                 |          | 2,019                     |          | 2,759                       |  | 10,285                    |  | 13,044       |  | 327   |  | 2008 |  | 2008
|World Park at Union Centre               |  | World Park at Union Centre 10  |  | Industrial    |  | -            |  | 2,150        |               | 7,885                                                 |          | 7,369                     |          | 2,151                       |  | 15,253                    |  | 17,404       |  | 1,358 |  | 2006 |  | 2006
|World Park at Union Centre               |  | World Park at Union Centre 11  |  | Industrial    |  | -            |  | 2,592        |               | 6,936                                                 |          | 13                        |          | 2,592                       |  | 6,949                     |  | 9,541        |  | 1,622 |  | 2004 |  | 2004
|Union Centre Industrial Park             |  | Union Centre Indust. Park #2   |  | Industrial    |  | -            |  | 5,635        |               | 8,709                                                 |          | 471                       |          | 5,635                       |  | 9,180                     |  | 14,815       |  | 250   |  | 2008 |  | 2008



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##### Table of Contents

|                                         |  |                          |  |               |  |              |  |              |               |                                                       |  |          |                           |  |           |                             |              |           |                           |  |              |   |  |           |   |  |      |  |     
|---------------------------------------- |  | ------------------------ |  | ------------- |  | ------------ |  | ------------ | ------------- | ----------------------------------------------------- |  | -------- | ------------------------- |  | --------- | --------------------------- | ------------ | --------- | ------------------------- |  | ------------ | - |  | --------- | - |  | ---- |  | ----
|Duke Realty Limited Partnership          |  |                          |  |               |  |              |  |              |               |                                                       |  |          |                           |  |           |                             | Schedule III
|Real Estate and Accumulated Depreciation |  |                          |  |               |  |              |  |              |               |                                                       |  |          |                           |  |           |                             |              |           |                          
|December 31, 2008                        |  |                          |  |               |  |              |  |              |               |                                                       |  |          |                           |  |           |                             |              |           |                          
|(in thousands)                           |  |                          |  |               |  |              |  |              |               |                                                       |  |          |                           |  |           |                             |              |           |                          
|                                         |  |                          |  |               |  |              |  |              |              
|Development                              |  | Name                     |  | Building Type |  | Encumbrances |  | Initial Cost |               | CostCapitalizedSubsequent toDevelopmentor Acquisition |  |          | Gross Book Value 12/31/08 |  |           | AccumulatedDepreciation (2) |              |           | YearConstructed/Renovated |  | YearAcquired
|                                         |  |                          |  |               |  |              |  |             
|                                         |  |                          |  |               |  |              |  |             
|                                         |  |                          |  | Land          |  | Buildings    |  |              | Land/Land Imp |                                                       |  | Bldgs/TI |                           |  | Total(1)  |                             |              |           |                          
|                                         |  |                          |  |               |  |              |  |              |               |                                                       |  |         
|WEST JEFFERSON, OHIO                     |  |                          |  |               |  |              |  |              |               |                                                       |  |          |                           |  |           |                             |              |           |                           |  |              |   |  |           |   |  |      |  |     
|Park 70 at West Jefferson                |  | Restoration Hardware BTS |  | Industrial    |  | -            |  | 6,454        |               | 24,812                                                |  | 2,158    |                           |  | 6,454     |                             |              | 26,970    |                           |  | 33,424       |   |  | 640       |   |  | 2008 |  | 2008
|                                         |  |                          |  |               |  |              |  |              |               |                                                       |  |         
|WESTMONT, ILLINOIS                       |  |                          |  |               |  |              |  |              |               |                                                       |  |          |                           |  |           |                             |              |           |                           |  |              |   |  |           |   |  |      |  |     
|Oakmont Corporate Center                 |  | Oakmont Tech Center      |  | Office        |  | -            |  | 1,501        |               | 8,590                                                 |  | 2,505    |                           |  | 1,703     |                             |              | 10,893    |                           |  | 12,596       |   |  | 3,155     |   |  | 1989 |  | 1998
|                                         |  |                          |  |               |  |              |  |              |               |                                                       |  |         
|WESTON, FLORIDA                          |  |                          |  |               |  |              |  |              |               |                                                       |  |          |                           |  |           |                             |              |           |                           |  |              |   |  |           |   |  |      |  |     
|Weston Pointe                            |  | Weston Pointe I          |  | Office        |  | -            |  | 2,580        |               | 9,572                                                 |  | 1,524    |                           |  | 2,580     |                             |              | 11,096    |                           |  | 13,676       |   |  | 1,718     |   |  | 1999 |  | 2003
|Weston Pointe                            |  | Weston Pointe II         |  | Office        |  | -            |  | 2,183        |               | 10,728                                                |  | 572      |                           |  | 2,183     |                             |              | 11,300    |                           |  | 13,483       |   |  | 1,821     |   |  | 2000 |  | 2003
|Weston Pointe                            |  | Weston Pointe III        |  | Office        |  | -            |  | 2,183        |               | 11,514                                                |  | 739      |                           |  | 2,183     |                             |              | 12,253    |                           |  | 14,436       |   |  | 1,915     |   |  | 2001 |  | 2003
|Weston Pointe                            |  | Weston Pointe IV         |  | Office        |  | -            |  | 3,349        |               | 10,686                                                |  | 29       |                           |  | 3,349     |                             |              | 10,715    |                           |  | 14,064       |   |  | 1,664     |   |  | 2006 |  | 2006
|                                         |  |                          |  |               |  |              |  |              |               |                                                       |  |         
|ZIONSVILLE, INDIANA                      |  |                          |  |               |  |              |  |              |               |                                                       |  |          |                           |  |           |                             |              |           |                           |  |              |   |  |           |   |  |      |  |     
|Anson                                    |  | Marketplace at Anson     |  | Retail        |  | -            |  | 2,147        |               | 2,777                                                 |  | 1,619    |                           |  | 2,147     |                             |              | 4,396     |                           |  | 6,543        |   |  | 212       |   |  | 2007 |  | 2007
|                                         |  |                          |  |               |  |              |  |              |               |                                                       |  |         
|                                         |  | Eliminations             |  |               |  |              |  |              |               |                                                       |  | (824     | )                         |  | (14       | )                           |              | (810      | )                         |  | (824         | ) |  | (2,659    | ) |  |      |  |     
|                                         |  |                          |  |               |  |              |  |              |               |                                                       | 
|                                         |  |                          |  |               |  | 538,011      |  | 1,055,634    |               | 4,552,335                                             |  | 689,953  |                           |  | 1,077,361 |                             |              | 5,220,561 |                           |  | 6,297,922    |   |  | 1,167,113 |   |  |      |  |     
|                                         |  |                          |  |               |  |              |  |              |               |                                                       | 



|(1) | The tax basis of our real estate assets at 12/31/08 was approximately $6,405,032 for federal income tax purposes.
|--- | -----------------------------------------------------------------------------------------------------------------

|(2) | Depreciation of real estate is computed using the straight-line method over 40 years for buildings, 15 years for land improvements and shorter periods based on lease terms
(generally 3 to 10 years) for tenant improvements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                           |  |                    |           |  |  |                          |   |           |  |      |  |   |           |      |  |  |   |           |  |  |  |      |           |  |  |  |   |         
|------------------------------------------ |  | ------------------ | --------- |  |  | ------------------------ | - | --------- |  | ---- |  | - | --------- | ---- |  |  | - | --------- |  |  |  | ---- | --------- |  |  |  | - | --------
|                                           |  | Real Estate Assets |           |  |  | Accumulated Depreciation
|                                           |  | 2008               |           |  |  | 2007                     |   |           |  | 2006 |  |   |           | 2008 |  |  |   | 2007      |  |  |  | 2006
|Balance at beginning of year               |  | $                  | 5,765,747 |  |  |                          | $ | 5,583,188 |  |      |  | $ | 4,831,506 |      |  |  | $ | 990,280   |  |  |  | $    | 900,898   |  |  |  | $ | 754,742 
|Acquisitions                               |  |                    | 141,505   |  |  |                          |   | 194,072   |  |      |  |   | 836,146   |      |  |  |   | -         |  |  |  |      | -         |  |  |  |   | -       
|Construction costs and tenant improvements |  |                    | 812,084   |  |  |                          |   | 788,951   |  |      |  |   | 540,442   |      |  |  |   | -         |  |  |  |      | -         |  |  |  |   | -       
|Depreciation expense                       |  |                    | -         |  |  |                          |   | -         |  |      |  |   | -         |      |  |  |   | 246,440   |  |  |  |      | 214,477   |  |  |  |   | 206,999 
|Acquisition of minority interest           |  |                    | -         |  |  |                          |   | -         |  |      |  |   | -         |      |  |  |   | -         |  |  |  |      | -         |  |  |  |   | -       
|                                           |  |                    |           |  |  |                          |   |           |  |      |  |   |           |      |  |  |   |           |  |  |  |      |           |  |  |  |   |         
|                                           |  |                    | 6,719,336 |  |  |                          |   | 6,566,211 |  |      |  |   | 6,208,094 |      |  |  |   | 1,236,720 |  |  |  |      | 1,115,375 |  |  |  |   | 961,741 
|                                           |  |                    |           |  |  |                          |   |           |  |      | 
|Deductions during year:                    |  |                    |           |  |  |                          |   |           |  |      |  |   |           |      |  |  |   |           |  |  |  |      |           |  |  |  |   |         
|Cost of real estate sold or contributed    |  |                    | (367,922) |  |  |                          |   | (726,860) |  |      |  |   | (582,457) |      |  |  |   | (16,115)  |  |  |  |      | (51,491)  |  |  |  |   | (18,660)
|Impairment Allowance                       |  |                    | -         |  |  |                          |   | -         |  |      |  |   | (266)     |      |  |  |   | -         |  |  |  |      | -         |  |  |  |   | -       
|Write-off of fully amortized assets        |  |                    | (53,492)  |  |  |                          |   | (73,604)  |  |      |  |   | (42,183)  |      |  |  |   | (53,492)  |  |  |  |      | (73,604)  |  |  |  |   | (42,183)
|                                           |  |                    |           |  |  |                          |   |           |  |      |  |   |           |      |  |  |   |           |  |  |  |      |           |  |  |  |   |         
|Balance at end of year                     |  | $                  | 6,297,922 |  |  |                          | $ | 5,765,747 |  |      |  | $ | 5,583,188 |      |  |  | $ | 1,167,113 |  |  |  | $    | 990,280   |  |  |  | $ | 900,898 
|                                           |  |                    |           |  |  |                          |   |           |  |      |  |   |           |      |  |  |   |           |  |  |  |      |           |  |  |  |   |         



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|              |  |                                 |  |                                            
|------------- |  | ------------------------------- |  | -------------------------------------------
|              |  | DUKE REALTY LIMITED PARTNERSHIP
|              |  |                                
|March 6, 2009 |  | By:                             |  | /s/    Dennis D. Oklak                     
|              |  |                                 |  | Dennis D. Oklak                            
|              |  |                                 |  | Chairman and Chief Executive Officer       
|              |  |                                 |  | (Principal Executive Officer and           
|              |  |                                 |  | Principal Financial Officer)               
|              |  |                                 |  | of the General Partner                     
|              |  |                                
|              |  | By:                             |  | /s/    Mark Denien                         
|              |  |                                 |  | Mark Denien                                
|              |  |                                 |  | Senior Vice President, Corporate Controller
|              |  |                                 |  | (Principal Accounting Officer)             
|              |  |                                 |  | of the General Partner                     

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                            |  |         |  |                                 |  | 
|--------------------------- |  | ------- |  | ------------------------------- |  | 
|Signature                   |  | Date    |  | Title                           |  | 
|                            |  |        
|/s/ Barrington H. Branch*   |  | 1/28/09 |  | Director of the General Partner
|Barrington H. Branch        |  |         |  |                                 |  | 
|                            |  |        
|/s/ Geoffrey Button *       |  | 1/28/09 |  | Director of the General Partner
|Geoffrey Button             |  |         |  |                                 |  | 
|                            |  |        
|/s/ William Cavanaugh, III* |  | 1/28/09 |  | Director of the General Partner
|William Cavanaugh, III      |  |         |  |                                 |  | 
|                            |  |        
|/s/ Ngaire E. Cuneo *       |  | 1/28/09 |  | Director of the General Partner
|Ngaire E. Cuneo             |  |         |  |                                 |  | 
|                            |  |        
|/s/ Charles R. Eitel*       |  | 1/28/09 |  | Director of the General Partner
|Charles R. Eitel            |  |         |  |                                 |  | 
|                            |  |        
|/s/ Dr. R. Glenn Hubbard*   |  | 1/28/09 |  | Director of the General Partner
|Dr. R. Glenn Hubbard        |  |         |  |                                 |  | 
|                            |  |        
|/s/ Dr. Martin C. Jischke*  |  | 1/28/09 |  | Director of the General Partner
|Dr. Martin C. Jischke       |  |         |  |                                 |  | 
|                            |  |        
|/s/ L. Ben Lytle *          |  | 1/28/09 |  | Director of the General Partner
|L. Ben Lytle                |  |         |  |                                 |  | 



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##### Table of Contents

|                         |  |         |  |                                 |  | 
|------------------------ |  | ------- |  | ------------------------------- |  | 
|/s/ William O. McCoy *   |  | 1/28/09 |  | Director of the General Partner
|William O. McCoy         |  |         |  |                                 |  | 
|                         |  |        
|/s/ Jack R. Shaw *       |  | 1/28/09 |  | Director of the General Partner
|Jack R. Shaw             |  |         |  |                                 |  | 
|                         |  |        
|/s/ Lynn C. Thurber *    |  | 1/28/09 |  | Director of the General Partner
|Lynn C. Thurber          |  |         |  |                                 |  | 
|                         |  |        
|/s/ Robert J. Woodward * |  | 1/28/09 |  | Director of the General Partner
|Robert J. Woodward       |  |         |  |                                 |  | 



|  |  |                                      |  |                     |  |  |  | 
|- |  | ------------------------------------ |  | ------------------- |  |  |  | 
|* |  | By Dennis D. Oklak, Attorney-in-Fact |  | /s/ Dennis D. Oklak |  |  |  | 



- 97 -