EXHIBIT
10.30


 


AMENDMENT FOUR TO THE


1995 DIVIDEND INCREASE UNIT PLAN OF


DUKE REALTY SERVICES
LIMITED PARTNERSHIP


 


This Amendment Four to the 1995 Dividend Increase Unit Plan of Duke
Realty Services Limited Partnership, as amended and restated effective October 1,
1999 (“Plan”), is hereby adopted this 26th day of January 2005, by Duke
Realty Services Limited Partnership (“Partnership”).  Each capitalized
term not otherwise defined herein has the meaning set forth in the Plan.


 


WITNESSETH:


 


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


 


WHEREAS, pursuant to Section 5.1 of the Plan, the Board of
Directors of Duke Realty Corporation has the right to amend the Plan with
respect to certain matters; and


 


WHEREAS, the Board has approved and authorized this Amendment Four to
the Plan;


 


NOW, THEREFORE, pursuant to the authority reserved to the Board under Section 5.1
of the Plan, the Plan is hereby amended, effective as of January 26, 2005,
in the following particulars:


 


1.  By substituting the following
for Section 3.2(g) of the Plan:


 


“3.2(g) Withholding of Taxes. 
The Partnership shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Partnership, an amount
sufficient to satisfy federal, state, and local taxes (including the
Participant’s FICA obligation) required by law to be withheld with respect to
any exercise, lapse of restriction or other taxable event arising as a result
of the Plan. If shares of Company stock are surrendered to the Partnership to
satisfy withholding obligations in excess of the minimum withholding
obligation, such shares must have been held by the Participant as fully vested
shares for such period of time, if any, as necessary to avoid the recognition
of an expense under generally accepted accounting principles. The Partnership
shall have the authority to require a Participant to remit cash to the
Partnership in lieu of the surrender of Company stock for tax withholding
obligations if the surrender of stock in satisfaction of such withholding
obligations would result in the recognition of expense under generally accepted
accounting principles. With respect to withholding required upon any taxable
event under the Plan, the Committee may require or permit that any such
withholding requirement be satisfied, in whole or in part, by having the
Partnership (i) retain from the Units shares of Company stock having a fair
market value on the date of withholding equal to the minimum amount (and not
any greater amount) required to be withheld for tax purposes, or (ii) otherwise
reduce the size of the Participant’s outstanding Units in an amount having a
fair market value on the date of withholding equal to the minimum amount (and
not any greater amount) required to be withheld for tax purposes, all in
accordance with such procedures as the Committee establishes.”


 


All other provisions of the Plan shall remain the same.


 


IN WITNESS WHEREOF, Duke Realty Services Limited Partnership, by a duly
authorized officer of its General Partner, has executed this Amendment Four to
the 1995 Dividend Increase Unit Plan of Duke Realty Services Limited
Partnership (As Amended and Restated Effective October 1, 1999) this 26th
day of January 2005.


 


	
   

  	
  DUKE REALTY SERVICES LIMITED

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  BY: DUKE REALTY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dennis D. Oklak

  	
   

  
	
   

  	
   

  	
    Dennis D. Oklak

  
	
   

  	
   

  	
    President and Chief
  Executive Officer