EXHIBIT 10.5


AMENDMENT ONE TO THE


2005 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN OF


DUKE REALTY CORPORATION


 


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


 


WITNESSETH:


 


WHEREAS,
the Company 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 the Plan
from time to time; and


 


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


 


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


 


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


 


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


 


“5.1.        BASE RETAINER.  Each Eligible Participant shall be paid a Base
Retainer for service as a director during each Plan Year.  The amount and form of payment of the Base
Retainer shall be established from time to time by the Board.  Until changed by the Board, the Base Retainer
shall be paid in Shares, subject to availability under the Equity Incentive
Plan.  Unless deferred pursuant to the
Directors’ Deferred Compensation Plan, the Base Retainer shall be paid on a
quarterly basis as soon as practicable following the end of a calendar quarter
for the prior quarter’s service.  The
number of Shares to be granted to an Eligible Participant as Base Retainer for
a calendar quarter shall be determined by dividing $15,000 by the Fair Market
Value of one share of Common Stock as of last business day of the calendar
quarter to which the Base Retainer relates, and rounding up to the nearest
whole Share.  A pro-rata Base Retainer
will be paid to any Eligible Participant who joins the Board on a date other
than the beginning of a calendar quarter, based on the number of days between
the date such Non-Employee Director joined the Board and the end of the
applicable calendar quarter.  For
example, an Eligible Participant joining the Board on August 1 would be
entitled to 60/91 times the normal Base Retainer for such partial quarter of
service, payable as soon as practical following September 30th.


 


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


 


3.  The last sentence of the first paragraph of
Section 5.3 of the Plan hereby is amended by deleting such sentence in its
entirety and substituting the following:





















 


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


 


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


 


All
other provisions of the Plan shall remain the same.


 


IN
WITNESS WHEREOF, Duke Realty Corporation, by a duly authorized officer, has
executed this Amendment One to the Duke Realty Corporation 2005 Non-Employee
Directors Compensation Plan, this 26th day of October, 2005.


 


	
   

  	
  DUKE
  REALTY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis D. Oklak

  
	
   

  	
   

  	
  Dennis D. Oklak

  
	
   

  	
   

  	
  Chairman
  and Chief Executive Officer