**Exhibit10.2**

**AMENDMENTTHREE TO THEDIRECTORS’ DEFERRED COMPENSATION PLAN OF DUKE-WEEKS REALTY CORPORATION**

This AmendmentThree to the Directors’ Deferred Compensation Plan of Duke-Weeks RealtyCorporation, as heretofore amended (the “Plan”), is hereby adopted this 26thday of July, 2006, by Duke Realty Corporation (the “Corporation”). Eachcapitalized term not otherwise defined herein has the meaning set forth in thePlan.

WITNESSETH:

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

WHEREAS, pursuantto Section 7.1 of the Plan, the Corporation has the right at any time, byaction of the Board of Directors or its Executive Compensation Committee (the “Committee”),to amend the Plan in whole or in part; and

WHEREAS, the Boardof Directors, upon recommendation of the Committee, has approved and authorizedthis Amendment Three to the Plan;

NOW,THEREFORE, the Plan is hereby amended, effective as of the date hereof, in thefollowing particulars:

1.             Byadding a new Section 4.5, which shall read as follows:

“4.5.        Sourceof Shares for the Plan.**Alldistributions of Duke Stock under this Plan from and after July 26, 2006 shallbe made from the Duke Realty Corporation 2005 Long-Term Incentive Plan, or anysubsequent equity compensation plan approved by Duke Realty Corporation’sstockholders and designated as the Equity Incentive Plan for purposes of thisPlan (the “Equity Incentive Plan”), subject to all of the terms and conditionsof the Equity Incentive Plan. The terms contained in the Equity Incentive Planare incorporated into and made a part of this Plan with respect to such sharesof Duke Stock distributed from this Plan. In the event of any actual or allegedconflict between the provisions of the Equity Incentive Plan and the provisionsof this Plan, the provisions of the Equity Incentive Plan shall be controllingand determinative. From and after July 26, 2006, this Plan does not constitutea separate source of shares for the issuance of Duke Stock as described herein.”

2.             Bydeleting Section 5.2 and replacing it with the following:

“5.2         Methods ofDistribution. All amounts allocated to a Stock Subaccount (including StockFees deferred under this Plan, Cash Fees 

----

deferred under this Plan allocated to a Stock Subaccount, amounts transferredhereto from the stock subaccounts under the Weeks Plan, and all adjustmentsmade to any of the above under Article IV which are attributable to cash orstock dividends, stock splits or other similar adjustments or distributionsmade with respect to such deferrals) shall be distributed solely in the form ofwhole shares of Duke Stock with any fractional share interests distributed incash. All amounts allocated to an Interest Subaccount under this Plan(including all amounts transferred hereto from the cash subaccounts under theWeeks Plan), shall be distributed solely in the form of cash. If distributionsare made in the form of installments, each distribution shall be made proratafrom the Stock Subaccount and the Interest Subaccount. The portion of the StockSubaccount that is not distributed shall continue to be allocated to such StockSubaccount and the portion of the Interest Subaccount, which is notdistributed, shall continue to be allocated to such Interest Subaccount.”

All otherprovisions of the Plan shall remain the same.

2

----

IN WITNESSWHEREOF, Duke Realty Corporation, by a duly authorized officer, has executedthis Amendment Three to the Directors’ Deferred Compensation Plan of Duke-WeeksRealty Corporation, this 26th day of July, 2006.
|        | DUKE REALTY CORPORATION |
|--------|-------------------------|
|   |                    |
|   | By:                     | /s/ Dennis D. Oklak |
|   |                    | Dennis D. Oklak |
|   |                    | Chairman of the Board and Chief Executive Officer |

 

3

----