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