EXHIBIT
10.2 FIRST
AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OFDUKE-WEEKS REALTY LIMITED PARTNERSHIP The undersigned, as the
General Partner of Duke-Weeks Realty Limited Partnership (the
"Partnership", hereby amends the Partnership's Second Amended and
Restated Agreement of Limited Partnership, as heretofore amended (the
"Partnership Agreement"), pursuant to Sections 4.02(a) and 9.05(a)(v)
of the Partnership Agreement, to add a new Exhibit
O to read as provided in the attached Exhibit
O. In all other respects, the Partnership Agreement shall continue in full
force and effect as amended hereby. Any capitalized terms used in this
agreement and not defined herein have the meanings given to them in the
Partnership Agreement.  Dated: 
  February 1, 2001.DUKE-WEEKS REALTY CORPORATION,as General PartnerBy: 
  _______________________________Matthew A. CohoatSenior Vice President andCorporate Controller   Exhibit O  Series I Preferred Units. Pursuant to
authority granted under Section 4.02(a) of this Agreement, the General Partner
hereby establishes a series of preferred Units designated the 8.45% Series I
Cumulative Redeemable Preferred Units (Liquidation Preference $250.00 Per
Unit)(the "Series I Preferred Units") on the following terms: (a)         Number.
The number of authorized units of the Series I Preferred Units shall be 345,000
and shall at all times be equal to the number of
8.45% Series I Cumulative Redeemable Preferred Shares ("Series I Preferred
Shares) issued by the General Partner and then outstanding. Series I Preferred
Units shall be issued only to and held only by the General Partner. (b)      Relative Seniority. In respect of
rights to receive dividends and to participate in distributions or payments in
the event of any liquidation, dissolution or winding up of the Partnership, the
Series I Preferred Units shall rank (i) on a parity with any class or series of
Units of the Partnership ("Parity Units") ranking, as to the payment
of Distributions and as to the distribution of assets upon liquidation,
dissolution or winding up (whether or not the Distribution rates, Distribution
payment dates or redemption or liquidation prices per Unit thereof are different
from those of the Series I Preferred Units) if the holders of such class or
series of Units and the Series I Preferred Units shall be entitled to the
receipt of Distributions and of amounts distributable upon liquidation,
dissolution or winding up (taking into account the effects of allocations of
Profits, Losses and other items) in proportion to their respective amounts of
accrued and unpaid Distributions per Unit or liquidation preferences, without
preference or priority one over the other, (ii) senior to any class or series
of Units of the Partnership ranking, as to Distributions or upon liquidation,
junior to the Series I Preferred Units (collectively, "Junior Units")
and (iii) senior to the Common Units and any other class or series of Units of
the Partnership ranking, as to Distributions and upon liquidation, junior to
the Series I Preferred Units (collectively, "Fully Junior Units"). In
the event of a Terminating Capital Transaction and/or a liquidation,
dissolution or winding up of the Partnership, holders of Series I Preferred
Units shall be entitled to such Distributions as provided in Section 4.04 of
the Partnership Agreement, taking into account the required allocations of
Profits, Losses and other items to the Partnership as provided in Section 4.06
of the Partnership Agreement. Distributions to the holder of Series I Preferred
Units will be made prior to Distributions to holders of Junior Units or Fully
Junior Units or to other Partners in accordance with Capital Account positive
balances pursuant to Section 4.04(d). Nothing contained in Section 4.06 of the
Partnership Agreement or this Exhibit O shall prohibit the Partnership from
issuing additional Units which are Parity Units with Series I Preferred Units. (c)      Distributions. The General
Partner, as holder of the then outstanding Series I Preferred Units, shall be
entitled to receive, when and as declared by the General Partner out of any
funds legally available therefor, cumulative Distributions at an initial rate
of 8.45% per Unit per year, payable in equal amounts of $5.28125 per Unit
quarterly in cash on the last day of each March, June, September and December
or, if not a Business Day (as hereinafter defined), the next succeeding
Business Day beginning on March 31, 2001 (each such day being hereinafter
called a Quarterly Distribution Date and each period ending on a Quarterly
Distribution Date being hereinafter called a Distribution Period).
Distributions shall be payable to the General Partner as holder of the Series I
Preferred Units at the close of business on the applicable record date (the
Record Date), which shall be on such date designated by the Partnership for
the payment of Distributions that is not more than 30 nor less than 10 days
prior to such Quarterly Distribution Date. 
The amount of any distribution payable for any Distribution Period
shorter than a full Distribution Period (including the first Dividend Period)
shall be prorated and computed on the basis of a 360-day year of twelve 30-day
months. Distributions on each Series I Preferred Unit shall accrue and be
cumulative from  and including the date
of original issue thereof, whether or not (i) Distributions on such units
are earned and declared, (ii) the Partnership has earnings, or (iii) on
any Quarterly Distribution Date there shall be funds legally available for the
payment of Distributions. Distributions paid on the Series I Preferred Units in
an amount less than the total amount of such Distributions at the time accrued
and payable on such units shall be allocated pro rata on a per Unit basis among
all such Series I Preferred Units at the time outstanding. Except as provided
in subparagraph (e)(2)(v) and the last sentence of this paragraph, unless the
full cumulative Distributions on the Series I Preferred Units have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for payment for all past Distribution Periods and
the then current Distribution Period, no Distributions (other than
Distributions payable solely in Common Units or other Fully Junior Units) shall
be declared or paid or set aside for payment or other Distribution made upon
the Common Units or any other units of Partnership interest ranking junior to
or on a parity with the Series I Preferred Units as to Distributions or upon
liquidation, nor shall any Common Units, or any other units of Partnership
interest ranking junior to or on a parity with the Series I Preferred Units as
to Distributions or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for
a sinking fund for the redemption of such units) by the Partnership or any
subsidiary of the Partnership (except for conversion into or exchange for such
capital units of the Partnership ranking junior to the Series I Preferred Units
as to Distributions and upon liquidation). 
If accrued Distributions on the Series I Preferred Units for all prior
Distribution Periods have not been paid in full, then any Distribution declared
on the Series I Preferred Units for any Distribution Period and on any series
of preferred units at the time outstanding ranking on a parity as to the
Distributions with the Series I Preferred Units will be declared ratably in
proportion to accrued and unpaid Distributions on the Series I Preferred Units
and such series of preferred units at the time outstanding ranking on a parity
as to Distributions with the Series I Preferred Units.  Business Day shall mean any day, other than
a Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions in New York City are authorized or required by law,
regulation or executive order to close.(2)      The
amount of any Distributions accrued on any Series I Preferred Units at any Quarterly
Distribution Date shall be the amount of any unpaid Distributions accumulated
thereon, to and including such Quarterly Distribution Date, whether or not
earned or declared, and the amount of Distributions accrued on any units of
Series I Preferred Units at any date other than a Quarterly Distribution Date
shall be equal to the sum of the amount of any unpaid Distributions accumulated
thereon, to and including the last preceding Quarterly Distribution Date,
whether or not earned or declared, plus an amount calculated on the basis of
the annual Distribution rate of 8.45% per unit, for the period after such last
preceding Quarterly Distribution Date to and including the date as of which the
calculation is made based on a 360-day year of twelve 30-day months.(3)      Except
as provided in this Exhibit O, the Series I Preferred Units shall not be
entitled to participate in the earnings or assets of the Partnership.(4)      Any
Distribution payment made on the Series I Preferred Units shall be first
credited against the earliest accrued but unpaid Distribution due with respect
to such units which remains payable.(5)      If,
for any taxable year, the Partnership elects to designate as capital gain
Distributions (as defined in Section 857 of the Code), any portion (the
Capital Gains Amount) of the Distributions paid or made available for the
year to holders of all classes of Units (the Total Distributions), then the
portion of the Capital Gains Amount that shall be allocated to the holders of
the Series I Preferred Units shall be the amount that the total Distributions
paid or made available to the holders of the Series I Preferred Units for the
year bears to the Total Distributions.(e)          No Distributions on the Series I
Preferred Units shall be authorized by the General Partner or be paid or set
apart for payment by the Partnership at such time as the terms and provisions
of any agreement of the Partnership, including any agreement relating to its
indebtedness, prohibit such authorization, payment or setting apart for payment
or provide that such authorization, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or if such authorization
or payment shall be restricted or prohibited by law.  Notwithstanding the foregoing, Distributions on the Series I
Preferred Units will accrue whether or not the Partnership has earnings,
whether or not there are funds legally available for the payment of such
Distributions and whether or not such Distributions are authorized.(e)      Liquidation Rights.(e)         Upon the voluntary or involuntary
dissolution, liquidation or winding up of the Partnership, the holders of the
Series I Preferred Units then outstanding shall be entitled to receive and to
be paid out of the assets of the Partnership available for distribution to the
Partners, before any payment or distribution shall be made on any Junior Units,
the amount of $250.00 per Series I Preferred Unit, plus accrued and unpaid
Distributions thereon.(e)         After the payment to the holders of the
Series I Preferred Units of the full preferential amounts provided for in this
Exhibit O, the holders of the Series I Preferred Units, as such, shall have no
right or claim to any of the remaining assets of the Partnership.(e)         If, upon any voluntary or involuntary
dissolution, liquidation, or winding up of the Partnership, the amounts payable
with respect to the preference value of the Series I Preferred Units and any
other units of the Partnership ranking as to any such distribution on a parity
with the Series I Preferred Units are not paid in full, the holders of the
Series I Preferred Units and of such other units will share ratably in any such
distribution of assets of the Partnership in proportion to the full respective
preference amounts to which they are entitled.(4)               Neither
the sale, lease, transfer or conveyance of all or substantially all of the
property or business of the Partnership, nor the merger or consolidation of the
Partnership into or with any other entity or the merger or consolidation of any
other entity into or with the Partnership, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the purposes of this
Exhibit O.(e)      Redemption by the Partnership.

(1)         Optional Redemption.  The General Partner shall cause the
Partnership to redeem one Series I Preferred Unit for each Series I Preferred
Share redeemed by the General Partner, at a price per Series I Preferred Unit
(the Series I Redemption Price), payable in cash, of $250.00, together with
all accrued and unpaid Distributions to and including the date fixed for
redemption (the Series I Redemption Date). 
The Series I Preferred Units have no stated maturity and will not be
subject to any sinking fund or mandatory redemption provisions.(2)         Procedures of Redemption.(i)      The
General Partner shall provide the Partnership with a copy of any notice of
redemption given by the General Partner pursuant to Section (e)(2)(i) of
Exhibit I to its Second Amended and Restated Articles of Incorporation, as amended.  No failure to give such notice or any defect
therein or in the mailing thereof shall affect the validity of the proceedings
for the redemption of any Series I Preferred Units.(ii)               If
notice has been mailed by the General Partner in accordance with Section
(e)(2)(i) of Exhibit I to its Second Amended and Restated Articles of
Incorporation, as amended, and provided that on or before the Series I
Redemption Date specified in such notice all funds necessary for such
redemption shall have been irrevocably set aside by the Partnership, separate
and apart from its other funds in trust for the pro rata benefit of the holders
of the Series I Preferred Units so called for redemption, so as to be, and to
continue to be available therefor, then, from and after the Series I Redemption
Date, Distributions on the Series I Preferred Units so called for redemption
shall cease to accumulate, and said units shall no longer be deemed to be
outstanding and shall not have the status of Series I Preferred Units and all rights
of the General Partner as holder thereof (except the right to receive the
Series I Redemption Price) shall cease. Upon surrender, in accordance with such
notice, of the certificates for any Series I Preferred Units so redeemed
(properly endorsed or assigned for transfer, if the Partnership shall so
require and the notice shall so state), such Series I Preferred Units shall be
redeemed by the Partnership at the Series I Redemption Price.  In case fewer than all the Series I
Preferred Units represented by any such certificate are redeemed, a new
certificate or certificates shall be issued representing the unredeemed Series
I Preferred Units without cost to the holder thereof.(iii)     Any
funds deposited with a bank or trust company for the purpose of redeeming
Series I Preferred Units shall be irrevocable except that:(A)     the
Partnership or the General Partner, as the case may be, shall be entitled to
receive from such bank or trust company the interest or other earnings, if any,
earned on any money so deposited in trust; and(B)     any
balance of monies so deposited and unclaimed by the General Partner, as holder
of the Series I Preferred Units entitled thereto at the expiration of two years
from the applicable Series I Redemption Date shall be repaid, together with any
interest or other earnings earned thereon, to the Partnership, and after any
such repayment, the General Partner as holder of the units entitled to the
funds so repaid to the Partnership shall look only to the Partnership for
payment without interest or other earnings.(iv)     No
Series I Preferred Units may be redeemed except from proceeds from the sale or
other issuance of other equity interests of the Partnership.(v)         Unless full accumulated distributions
on all Series I Preferred Units shall have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for payment for all past Distribution Periods and the then current
Distribution Period, no Series I Preferred Units shall be redeemed or purchased
or otherwise acquired directly or indirectly by the Partnership or any
subsidiary of the Partnership (except by conversion into or exchange for Fully
Junior Units) and no preferred units of the Partnership shall be redeemed
unless all outstanding Series I Preferred Units are simultaneously redeemed;
provided, however, that the foregoing shall not prevent the redemption of
Series I Preferred Units to preserve the REIT status of the General Partner or
the purchase or acquisition of Series I Preferred Units pursuant to a purchase
or exchange offer made on the same terms to holders of all outstanding Series I
Preferred Units.  Notwithstanding the
foregoing, in the case of a Redemption Request (as defined below) which has not
been fulfilled at the time the General Partner gives notice of its election to
redeem all or any Series I Preferred Shares, the Series I Preferred Units which
are the subject of such pending Redemption Request shall be redeemed prior to
any other Series I Preferred Units.(f)      Voting
Rights.  Except as required by law,
and as set forth below, the holders of the Series I Preferred Units shall not
be entitled to vote at any meeting for any purpose or otherwise to participate
in any action taken by the Partnership or the Partners, or to receive notice of
any meeting of Partners.

(1) So long as any Series I Preferred Units remain
outstanding, the Partnership will not, without the affirmative vote or consent
of the holders of at least two-thirds of the Series I Preferred Units
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (such series voting separately as a class), (i) authorize or
create, or increase the authorized or issued amount of, any class or series of
units ranking prior to the Series I Preferred Units with respect to the payment
of Distributions or the distribution of assets upon liquidation, dissolution or
winding up or reclassify any authorized units of the Partnership into such
units, or create, authorize or issue any obligation or security convertible
into or evidencing the right to purchase any such units; or (ii) amend,
alter or repeal the provisions of the Partnerships Amended and Restated
Agreement of Limited Partnership, as amended, whether by merger, consolidation
or otherwise (an Event), so as to materially and adversely affect any right,
preference, privilege or voting power of the Series I Preferred Units or the
holders thereof; provided, however, with respect to the occurrence of any of
the Events set forth in (ii) above, so long as the Series I Preferred Units
remain outstanding with the terms thereof materially unchanged, taking into
account that upon the occurrence of an Event, the Partnership may not be the
surviving entity, the occurrence of any such Event shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
power of holders of Series I Preferred Units and provided further that
(x) any increase in the amount of the authorized preferred units or the
creation or issuance of any other series of preferred units, or (y) any
increase in the amount of authorized Series I Preferred Units or any other
preferred units, in each case ranking on a parity with or junior to the Series
I Preferred Units with respect to payment of Distributions or the distribution
of assets upon liquidation, dissolution or winding up, shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
powers.The foregoing voting provisions will not
apply if, at or prior to the time when the act with respect to which such vote
would otherwise be required shall be effected, all outstanding Series I
Preferred Units shall have been redeemed or called for redemption and
sufficient funds shall have been deposited in trust to effect such redemption.(2)      On
each matter submitted to a vote of the holders of Series I Preferred Units in
accordance with this Exhibit O, or as otherwise required by law, each Series I
Preferred Unit shall be entitled to ten (10) votes, each of which ten (10)
votes may be directed separately by the holder thereof.