**EXHIBIT 10.3**

 

**AMENDMENTNINE TO THE1995 KEY EMPLOYEES’ STOCK OPTION PLANOF DUKE REALTY INVESTMENTS, INC.**

 

This AmendmentNine to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc.,as heretofore amended (“Plan”), is hereby adopted this 26th day of October,2005, by Duke Realty Corporation (the “Company”).  Each capitalized termnot otherwise defined herein has the meaning set forth in the Plan.

 

WITNESSETH:

 

WHEREAS, theCompany, formerly known as Duke Realty Investments, Inc., adopted the Planfor the purposes set forth therein; and

 

WHEREAS,pursuant to Section 4.1 of the Plan, the Board of Directors or theCommittee has the right to amend the Plan with respect to certain matters; and

 

WHEREAS, theBoard of Directors has determined that no further options will be granted underthe Plan from and after April 27, 2005; and

 

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

 

NOW,THEREFORE, pursuant to the authority reserved to the Committee under Section 4.1of the Plan, the Plan is hereby amended, effective as of the date hereof in thefollowing particulars:

 

1.  By deleting provision (vi) of Section 1.3of the Plan (as amended in Amendment Three), and renumbering the provisionaccordingly.

 

2.               By substituting the following for Section 3.10of the Plan:

 

“3.10               Paymentfor Stock.  Full payment for sharespurchased hereunder shall be made at the time the option is exercised.  Payment for such shares shall be in (a) cash,(b) shares of common stock of the Company previously acquired by theoptionee, which have been held by the optionee for such period of time, if any,as necessary to avoid the recognition of an expense under generally acceptedaccounting principles as a result of the exercise of the option, (c) withholdingof shares from the option, but only if such withholding would not result in therecognition of an expense under generally accepted accounting principles as aresult of the exercise of the option, or (d) any combination thereof, forthe number of shares being purchased.  Tothe extent permitted under Regulation T of the Federal Reserve Board, andsubject to applicable securities laws and any limitations as may be appliedfrom time to time by the Committee (which need not be uniform), the options maybe exercised through a broker in a so-called “cashless exercise” whereby thebroker sells option shares on behalf of the optionee and delivers cash salesproceeds to the Company in payment of the exercise price and/or any requiredwithholding tax.  Stock delivered orwithheld shall be valued by the Committee at its Fair Market Value determinedas of the date of the exercise of the option.

 

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No shares shall be issued until full payment for them has been made,and an optionee shall have none of the rights of a shareholder with respect toany shares until they are issued to him or her. Upon payment of the full purchase price, and any required withholdingtaxes, the Company shall take such action as may be required to register thepurchaser as the holder of record of the shares purchased pursuant to theexercise of the option, including, when requested by the purchaser, theissuance of a certificate or certificates evidencing such shares.

 

3.  All other provisions of the Plan shall remainthe same.

 

IN WITNESSWHEREOF, Duke Realty Corporation, by a duly authorized officer, has executedthis Amendment Nine to the 1995 Key Employees’ Stock Option Plan of Duke RealtyInvestments, Inc., as amended, 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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