EXHIBIT 10.3


AMENDMENT NINE TO THE


1995 KEY EMPLOYEES’ STOCK OPTION PLAN


 OF DUKE REALTY
INVESTMENTS, INC.


 


This
Amendment Nine to the 1995 Key Employees’ Stock Option Plan of Duke Realty
Investments, Inc., as heretofore amended (“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, formerly known as Duke Realty Investments, Inc., adopted the Plan
for the purposes set forth therein; and


 


WHEREAS,
pursuant to Section 4.1 of the Plan, the Board of Directors or the Committee
has the right to amend the Plan with respect to certain matters; and


 


WHEREAS,
the Board of Directors has determined that no further options will be granted
under the Plan from and after April 27, 2005; and


 


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


 


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


 


1.  By deleting provision (vi) of Section 1.3 of
the Plan (as amended in Amendment Three), and renumbering the provision
accordingly.


 


2.                By substituting the
following for Section 3.10 of the Plan:


 


“3.10               Payment for Stock.  Full payment for shares purchased hereunder
shall be made at the time the option is exercised.  Payment for such shares shall be in (a) cash,
(b) shares of common stock of the Company previously acquired by the optionee,
which have been held by the optionee for such period of time, if any, as
necessary to avoid the recognition of an expense under generally accepted
accounting principles as a result of the exercise of the option, (c)
withholding of shares from the option, but only if such withholding would not
result in the recognition of an expense under generally accepted accounting
principles as a result of the exercise of the option, or (d) any combination
thereof, for the number of shares being purchased.  To the extent permitted under Regulation T of
the Federal Reserve Board, and subject to applicable securities laws and any
limitations as may be applied from time to time by the Committee (which need
not be uniform), the options may be exercised through a broker in a so-called “cashless
exercise” whereby the broker sells option shares on behalf of the optionee and
delivers cash sales proceeds to the Company in payment of the exercise price
and/or any required withholding tax. 
Stock delivered or withheld shall be valued by the Committee at its Fair
Market Value determined as of the date of the exercise of the option.





















 


 


No shares shall be issued
until full payment for them has been made, and an optionee shall have none of the
rights of a shareholder with respect to any shares until they are issued to him
or her.  Upon payment of the full
purchase price, and any required withholding taxes, the Company shall take such
action as may be required to register the purchaser as the holder of record of
the shares purchased pursuant to the exercise of the option, including, when
requested by the purchaser, the issuance of a certificate or certificates
evidencing such shares.


 


3.  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 Nine to the 1995 Key Employees’ Stock Option Plan of
Duke Realty Investments, Inc., as amended, 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