Exhibit
10.5


AMENDMENT
THREE TO THE

DIRECTORS’ DEFERRED COMPENSATION PLAN OF

DUKE-WEEKS REALTY CORPORATION


This Amendment Three to the Directors’ Deferred
Compensation Plan of Duke-Weeks Realty Corporation, as heretofore amended (the
“Plan”), is hereby adopted this 26th day of July, 2006, by Duke Realty
Corporation (the “Corporation”). Each capitalized term not otherwise defined
herein has the meaning set forth in the Plan.


WITNESSETH:


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


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


WHEREAS, the Board of Directors, upon recommendation
of the Committee, has approved and authorized this Amendment Three to the Plan;


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


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


“4.5.        Source of Shares for the
Plan. All distributions of Duke Stock
under this Plan from and after July 26, 2006 shall be made from the Duke Realty
Corporation 2005 Long-Term Incentive Plan, or any subsequent equity
compensation plan approved by Duke Realty Corporation’s stockholders and
designated as the Equity Incentive Plan for purposes of this Plan (the “Equity
Incentive Plan”), subject to all of the terms and conditions of the Equity
Incentive Plan. The terms contained in the Equity Incentive Plan are
incorporated into and made a part of this Plan with respect to such shares of
Duke Stock distributed from this Plan. In the event of any actual or alleged
conflict between the provisions of the Equity Incentive Plan and the provisions
of this Plan, the provisions of the Equity Incentive Plan shall be controlling
and determinative. From and after July 26, 2006, this Plan does not constitute
a separate source of shares for the issuance of Duke Stock as described
herein.”


2.             By
deleting Section 5.2 and replacing it with the following:


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









 



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


All other provisions of the Plan shall remain the
same.



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IN WITNESS WHEREOF, Duke Realty Corporation, by a duly
authorized officer, has executed this Amendment Three to the Directors’
Deferred Compensation Plan of Duke-Weeks Realty 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

  



 



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