**EXHIBIT10.30**

 

**AMENDMENTFOUR TO THE**

**1995DIVIDEND INCREASE UNIT PLAN OF**

**DUKEREALTY SERVICES LIMITED PARTNERSHIP**

 

This Amendment Four to the 1995 DividendIncrease Unit Plan of Duke Realty Services Limited Partnership, as amended andrestated effective October 1, 1999 (“Plan”), is hereby adopted this 26th day ofJanuary 2005, by Duke Realty Services Limited Partnership (“Partnership”). Each capitalized term not otherwise defined herein has the meaning set forth inthe Plan.

 

WITNESSETH:

 

WHEREAS, the Partnership adopted the Plan forthe purposes set forth therein; and

 

WHEREAS, pursuant to Section 5.1 of the Plan,the Board of Directors of Duke Realty Corporation has the right to amend thePlan with respect to certain matters; and

 

WHEREAS, the Board has approved and authorizedthis Amendment Four to the Plan;

 

NOW, THEREFORE, pursuant to the authorityreserved to the Board under Section 5.1 of the Plan, the Plan is herebyamended, effective as of January 26, 2005, in the following particulars:

 

1.  Bysubstituting the following for Section 3.2(g) of the Plan:

 

“3.2(g) Withholding ofTaxes.  The Partnership shall have the authority andthe right to deduct or withhold, or require a Participant to remit to thePartnership, an amount sufficient to satisfy federal, state, and local taxes(including the Participant’s FICA obligation) required by law to be withheldwith respect to any exercise, lapse of restriction or other taxable eventarising as a result of the Plan. If shares of Company stock are surrendered tothe Partnership to satisfy withholding obligations in excess of the minimumwithholding obligation, such shares must have been held by the Participant asfully vested shares for such period of time, if any, as necessary to avoid therecognition of an expense under generally accepted accounting principles. ThePartnership shall have the authority to require a Participant to remit cash tothe Partnership in lieu of the surrender of Company stock for tax withholdingobligations if the surrender of stock in satisfaction of such withholdingobligations would result in the recognition of expense under generally acceptedaccounting principles. With respect to withholding required upon any taxableevent under the Plan, the Committee may require or permit that any suchwithholding requirement be satisfied, in whole or in part, by having thePartnership (i) retain from the Units shares ofCompany stock having a fair market value on the date of withholding equal tothe minimum amount (and not any greater amount) required to be withheld for taxpurposes, or (ii) otherwise reduce the size of the Participant’s outstandingUnits in an amount having a fair market value on the date of withholding equalto the minimum amount (and not any greater amount) required to be withheld fortax purposes, all in accordance with such procedures as the Committeeestablishes.”

 

All other provisions of the Plan shall remainthe same.

 

IN WITNESS WHEREOF, Duke Realty Services LimitedPartnership, by a duly authorized officer of its General Partner, has executedthis Amendment Four to the 1995 Dividend Increase Unit Plan of Duke RealtyServices Limited Partnership (As Amended and Restated Effective October 1,1999) this 26th day of January 2005.

 
|       |       | **DUKE REALTY SERVICES LIMITED**            |   |
|------------|------------|---------------------------------------------|--------|
|       |       | **PARTNERSHIP**                             |   |
| ** ** | ** ** |                                        |   |
|       |       |                                        |   |
| ** ** | ** ** | **BY:  DUKE REALTY  CORPORATION** |   |
|       |       |                                        |   |   |   |
|       |       |                                        | By:    | /s/ Dennis D. Oklak |   |   |
|       |       |                                        |   |   Dennis  D. Oklak |   |
|       |       |                                        |   |   President  and Chief Executive Officer |   |
|            |            |                                             |        |  |  |  |

 

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