**EXHIBIT 10.4**

 

**AMENDMENTTWO TO THEDIRECTORS’ DEFERRED COMPENSATION PLAN OFDUKE-WEEKS REALTY CORPORATION**

 

This AmendmentTwo to the Directors’ Deferred Compensation Plan of Duke-Weeks RealtyCorporation, as heretofore amended (the “Plan”), is hereby adopted this 26thday of October, 2005, by Duke Realty Corporation (the “Corporation”). Each capitalized term not otherwise defined herein has the meaning set forth inthe Plan.

 

WITNESSETH:

 

WHEREAS, theCorporation adopted the Plan for the purposes set forth therein; and

 

WHEREAS,pursuant to Section 7.1 of the Plan, the Executive Compensation Committeeof the Board of Directors of the Corporation (the “Committee”) has the right toamend the Plan in whole or in part; and

 

WHEREAS, theCommittee has approved and authorized this Amendment Two to the Plan;

 

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

 

1.  By deleting Section 2.8 and replacing itwith the following:

 

“2.8.        “Fees”means the two forms of fees paid to a Director for services as a member of theBoard.  The first form of Fees is StockFees which consist of (i) that portion of a Director’s compensation paidin the form of Duke Stock under the Duke Realty Corporation 2005 Non-EmployeeDirectors Compensation Plan or any successor thereto and (ii) that portionof a Director’s compensation paid in the form of Restricted Stock Units grantedin 2006 or later pursuant to the Duke Realty Corporation 2005 Non-EmployeeDirectors Compensation Plan.  The secondform of Fees is Cash Fees, which consists of that portion of a Director’scompensation paid in the form of cash pursuant to the Duke Realty Corporation2005 Non-Employee Directors Compensation Plan.”

 

2.  By deleting Section 2.12and replacing it with the following, and by changing all references to “Duke-WeeksStock” in the Plan to “Duke Stock”:

 

“2.12.      “DukeStock” means the common stock, $0.01 par value, of Duke Realty Corporation.”

 

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3.  By deleting Section 4.3 and replacing itwith the following:

 

“4.3.        StockSubaccount.  Any Stock Fees deferredunder this Plan and all amounts transferred hereto from the stock subaccountsunder the Weeks Plan shall automatically be treated as being allocated to acorresponding Stock Subaccount, on a share-for-share basis after taking intoaccount, for transfers from the Weeks Plan, the conversion of Weeks Corporationcommon stock into Duke Stock.  Suchallocation shall be made as of (i) the day on which Duke-Weeks would haveotherwise paid such Duke Stock to the Director under the 1996 Directors’ StockPayment Plan of Duke Realty Investments, Inc. or (ii) July 2,1999 in the case of stock subaccounts under the Weeks Plan which are transferredto this Plan, as the case may be, or (iii) the day immediately precedingthe day on which shares of Duke Stock would have been issued to the holder ofRestricted Stock Units granted pursuant to the Duke Realty Corporation 2005Non-Employee Directors Compensation Plan but for this deferral.  Any Cash Fees that a Director elects to deferinto his or her Stock Subaccount shall be deemed to be used to purchase sharesof Duke Stock.  The number of sharesdeemed to be purchased shall be determined by dividing the deferrals allocatedto the Stock Subaccount as of any date by the per share closing price of DukeStock on such date as reported by the New York Stock Exchange.”

 

All otherprovisions of the Plan shall remain the same.

 

IN WITNESSWHEREOF, Duke Realty Corporation, by a duly authorized officer, has executedthis Amendment Two to the Directors’ Deferred Compensation Plan of Duke-WeeksRealty Corporation, this 26th day of October, 2005.

 
|   | DUKE REALTY CORPORATION |
|--------|-------------------------|
|   |                    |   |
|   |                    |   |
|   | By:                     | /s/ Dennis D. Oklak |   |
|   |                    | Dennis D. Oklak |
|   |                    | Chairman of the Board and Chief Executive  Officer |

 

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