**EXHIBIT 10.5**

 

**AMENDMENTONE TO THE2005 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN OFDUKE REALTY CORPORATION**

 

This AmendmentOne to the Duke Realty Corporation 2005 Non-Employee Director Compensation Plan(the “Plan”), is hereby adopted this 26th day of October, 2005, by Duke RealtyCorporation (the “Company”).  Eachcapitalized term not otherwise defined herein has the meaning set forth in thePlan.

 

WITNESSETH:

 

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

 

WHEREAS,pursuant to Section 7.1 of the Plan, the Board has the right to amend thePlan from time to time; and

 

WHEREAS, the Board has determined that it isin the best interests of the Company and its shareholders to amend the Plan to (i) determinethe number of shares of Common Stock granted to each Non-Employee Director asquarterly Base Retainer based on a fixed dollar amount of $60,000 as opposed tothe current fixed share amount, (ii) increase from $25,000 to $35,000 thedollar value of the annual restricted stock unit awards, (iii) increasethe fees paid for attendance at certain Board committee meetings from $500 to$1,000, and (iv) increase the Supplemental Retainer paid to the Chair ofthe Audit Committee from $7,500 to $10,000; and

 

WHEREAS, theBoard has approved and authorized this Amendment One to the Plan;

 

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

 

1. The firstparagraph of Section 5.1 of the Plan hereby is amended by deleting theexisting paragraph in its entirety and substituting the following:

 

“5.1.        BASERETAINER*.* Each Eligible Participant shall be paid a BaseRetainer for service as a director during each Plan Year.  The amount and form of payment of the BaseRetainer shall be established from time to time by the Board.  Until changed by the Board, the Base Retainershall be paid in Shares, subject to availability under the Equity IncentivePlan.  Unless deferred pursuant to theDirectors’ Deferred Compensation Plan, the Base Retainer shall be paid on aquarterly basis as soon as practicable following the end of a calendar quarterfor the prior quarter’s service.  Thenumber of Shares to be granted to an Eligible Participant as Base Retainer fora calendar quarter shall be determined by dividing $15,000 by the Fair MarketValue of one share of Common Stock as of last business day of the calendarquarter to which the Base Retainer relates, and rounding up to the nearestwhole Share.  A pro-rata Base Retainerwill be paid to any Eligible Participant who joins the Board on a date otherthan the beginning of a calendar quarter, based on the number of days betweenthe date such Non-Employee Director joined the Board and the end of theapplicable calendar quarter.  Forexample, an Eligible Participant joining the Board on August 1 would beentitled to 60/91 times the normal Base Retainer for such partial quarter ofservice, payable as soon as practical following September 30th.

 

2.  Thechart in Section 5.2(a) of the Plan hereby is amended by increasingthe Supplemental Retainer for the Chair of the Audit Committee from $7,500 to$10,000.

 

3.  Thelast sentence of the first paragraph of Section 5.3 of the Plan hereby isamended by deleting such sentence in its entirety and substituting thefollowing:

 

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“Until changed by the Board, the meeting feefor attending a committee meeting of the Board shall be $1,000.”

 

4.  Section 6.2of the Plan hereby is amended by replacing the dollar amount “$25,000” with “$35,000.”

 

All otherprovisions of the Plan shall remain the same.

 

IN WITNESSWHEREOF, Duke Realty Corporation, by a duly authorized officer, has executedthis Amendment One to the Duke Realty Corporation 2005 Non-Employee DirectorsCompensation Plan, this 26th day of October, 2005.

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

 

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