EXHIBIT 10.4


 


AMENDMENT
TWO TO THE

DIRECTORS’ DEFERRED COMPENSATION PLAN OF

DUKE-WEEKS REALTY CORPORATION


 


This Amendment
Two to the Directors’ Deferred Compensation Plan of Duke-Weeks Realty
Corporation, as heretofore amended (the “Plan”), is hereby adopted this 26th
day of October, 2005, 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 Executive Compensation Committee
of the Board of Directors of the Corporation (the “Committee”) has the right to
amend the Plan in whole or in part; and


 


WHEREAS, the
Committee has approved and authorized this Amendment Two to the Plan;


 


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


 


1.  By deleting Section 2.8 and replacing it
with the following:


 


“2.8.        “Fees”
means the two forms of fees paid to a Director for services as a member of the
Board.  The first form of Fees is Stock
Fees which consist of (i) that portion of a Director’s compensation paid
in the form of Duke Stock under the Duke Realty Corporation 2005 Non-Employee
Directors Compensation Plan or any successor thereto and (ii) that portion
of a Director’s compensation paid in the form of Restricted Stock Units granted
in 2006 or later pursuant to the Duke Realty Corporation 2005 Non-Employee
Directors Compensation Plan.  The second
form of Fees is Cash Fees, which consists of that portion of a Director’s
compensation paid in the form of cash pursuant to the Duke Realty Corporation
2005 Non-Employee Directors Compensation Plan.”


 


2.  By deleting Section 2.12
and replacing it with the following, and by changing all references to “Duke-Weeks
Stock” in the Plan to “Duke Stock”:


 


“2.12.      “Duke
Stock” means the common stock, $0.01 par value, of Duke Realty Corporation.”


 





















 


3.  By deleting Section 4.3 and replacing it
with the following:


 


“4.3.        Stock
Subaccount.  Any Stock Fees deferred
under this Plan and all amounts transferred hereto from the stock subaccounts
under the Weeks Plan shall automatically be treated as being allocated to a
corresponding Stock Subaccount, on a share-for-share basis after taking into
account, for transfers from the Weeks Plan, the conversion of Weeks Corporation
common stock into Duke Stock.  Such
allocation shall be made as of (i) the day on which Duke-Weeks would have
otherwise paid such Duke Stock to the Director under the 1996 Directors’ Stock
Payment Plan of Duke Realty Investments, Inc. or (ii) July 2,
1999 in the case of stock subaccounts under the Weeks Plan which are transferred
to this Plan, as the case may be, or (iii) the day immediately preceding
the day on which shares of Duke Stock would have been issued to the holder of
Restricted Stock Units granted pursuant to the Duke Realty Corporation 2005
Non-Employee Directors Compensation Plan but for this deferral.  Any Cash Fees that a Director elects to defer
into his or her Stock Subaccount shall be deemed to be used to purchase shares
of Duke Stock.  The number of shares
deemed to be purchased shall be determined by dividing the deferrals allocated
to the Stock Subaccount as of any date by the per share closing price of Duke
Stock on such date as reported by the New York Stock Exchange.”


 


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 Two to the Directors’ Deferred Compensation Plan of Duke-Weeks
Realty Corporation, 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