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