Common use of GOVERNING LAW AND TIME Clause in Contracts

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities — Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20[ [_] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION INVESTMENTS, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxx ---------------------------------------- Name: Xxxx Xxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer & Treasurer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation Investments, Inc., General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxx ---------------------------------------- Name: Xxxx Xxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to & Treasurer CONFIRMED AND ACCEPTED, as of the Underwriting Agreement] Exhibit date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx X. Xxxxx -------------------------------- Name: Xxxxxx X. Xxxxx Title: Managing Director EXHIBIT A DUKE REALTY CORPORATION INVESTMENTS, INC. (an Indiana CorporationAN INDIANA CORPORATION) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnershipAN INDIANA LIMITED PARTNERSHIP) [Number and Title of SecuritiesNUMBER AND TITLE OF SECURITIES] TERMS AGREEMENT Dated: [________], 20199[__] To: Duke Realty Corporation Investments, Inc. Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx XxxxxxInvestments, Inc. 0000 Xxxxxxxx Xxxxxxxx, Xxxxx 000 0000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “"Representatives”") understand that [Duke Realty CorporationInvestments, Inc., an Indiana corporation (the “"Company”"), proposes to issue and sell [__________] of its [shares of common stock (the “"Common Stock”")] [shares of preferred stock (the “"Preferred Stock”")] [shares of Preferred Stock represented by depositary shares (the “"Depositary Shares”")] [Duke Realty Limited Partnership, an Indiana limited partnership (the “"Operating Partnership”"), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “"Debt Securities”")] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “"Underwritten Securities”"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “"Underwriters”") offer to purchase, severally and not jointly, the respective numbers of Initial Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwriter Underwritten Securities ----------- ----------------------- --------------- Total $ --------------- --------------- The Underwritten Securities shall have the following terms: [Common StockCOMMON STOCK] [Preferred StockPREFERRED STOCK] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %DEPOSITARY SHARES], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the ““ Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the ““ Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__200[ ] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP)

GOVERNING LAW AND TIME. This Agreement and the Terms Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among between the Underwriters, Underwriters and the Company and the Operating Partnership in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY LEUCADIA NATIONAL CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________]_______ Name: Title: CONFIRMED AND ACCEPTED, 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman as of the Board of Directors Ladies and Gentlemendate first above written: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)]XXXXXXXXX & COMPANY, and the [Company][Operating Partnership] agrees to sell to the undersigned on [INC. By: __________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [______ Name: Title: CS FIRST BOSTON CORPORATION By: __________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per shareName: Title: SCHEDULE A Aggregate Principal Amount of Securities Name of Underwriter to be Purchased ------------------- -------------------- Xxxxxxxxx & Company, Inc. .....................................$[ ] [_____CS First Boston Corporation.....................................[ ] ------------ Total $135,000,000 EXHIBIT A Leucadia National Corporation (a New York corporation) $135,000,000 [ ]% of the principal amount thereof, plus accrued interest from [__________Senior Subordinated Notes due 2006 PRICING AGREEMENT October [ ], 20[__1996 Xxxxxxxxx & Company, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx Los Angeles, California 90025 CS First Boston Corporation Park Avenue Plaza 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: Reference is made to the Underwriting Agreement dated October [ ], 1996 (the "Underwriting Agreement") between Leucadia National Corporation, a New York corporation (the "Company"), and you, relating to the Delivery Date]purchase by you from the Company, and on subject to the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office herein and therein, of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such $135,000,000 aggregate principal amount of the Securities as is to be sold to them pursuant to Company's [ ]% Senior Subordinated Notes due 2006 (the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered"Securities"). This Agreement is the Pricing Agreement referred to in the Underwriting Agreement and capitalized terms used herein without definition shall be governed by have the laws meanings assigned to them in the Underwriting Agreement. Pursuant to Section 2 of the State of New York. Yours very trulyUnderwriting Agreement, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser Company agrees with whom details of delivery on the Delivery Date may be discussed are you as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP:

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities – Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP:

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxx Xxxxxxxx Title: Executive Vice President President, General Counsel and Chief Financial Officer Corporate Secretary DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxx Xxxxxxxx Title: Executive Vice President President, General Counsel and Chief Financial Officer [Signature Page to the Underwriting Agreement] Corporate Secretary Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the ““ Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the ““ Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [ ], 200[__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__200[ ] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. Name (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION INVESTMENTS, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxx ------------------------- Name: Xxxx Xxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President President, Chief Administrative Officer and Chief Financial Officer Treasurer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation Investments, Inc., General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxx ------------------------- Name: Xxxx Xxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President President, Chief Administrative Officer and Chief Financial Officer [Signature Page to Treasurer CONFIRMED AND ACCEPTED, as of the Underwriting Agreement] Exhibit date first above written: XXXXXXX, XXXXX & CO. /s/ Xxxxxxx, Sachs & Co. ----------------------------- (Xxxxxxx, Xxxxx & Co.) EXHIBIT A DUKE REALTY CORPORATION INVESTMENTS, INC. (an Indiana CorporationAN INDIANA CORPORATION) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnershipAN INDIANA LIMITED PARTNERSHIP) [Number and Title of SecuritiesNUMBER AND TITLE OF SECURITIES] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Investments, Inc. Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx XxxxxxInvestments, Inc. 0000 Xxxxxxxx Xxxxxxxx, Xxxxx 000 0000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “"Representatives”") understand that [Duke Realty CorporationInvestments, Inc., an Indiana corporation (the “"Company”"), proposes to issue and sell [__________] of its [shares of common stock (the “"Common Stock”")] [shares of preferred stock (the “"Preferred Stock”")] [shares of Preferred Stock represented by depositary shares (the “"Depositary Shares”")] [Duke Realty Limited Partnership, an Indiana limited partnership (the “"Operating Partnership”"), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “"Debt Securities”")] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “" Underwritten Securities”"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “" Underwriters”") offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of of Initial Underwritten Securities UNDERWRITER UNDERWRITTEN SECURITIES -------------- Total $ -------------- -------------- The Underwritten Securities shall have the following terms: [Common StockCOMMON STOCK] [Preferred StockPREFERRED STOCK] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %DEPOSITARY SHARES], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION INVESTMENTS, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President President, Chief Administrative Officer and Chief Financial Officer Treasurer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation Investments, Inc., General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President President, Chief Administrative Officer and Chief Financial Officer [Signature Page to Treasurer CONFIRMED AND ACCEPTED, as of the Underwriting Agreement] Exhibit date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx X. Xxxxx Name: Title: EXHIBIT A DUKE REALTY CORPORATION INVESTMENTS, INC. (an Indiana CorporationAN INDIANA CORPORATION) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnershipAN INDIANA LIMITED PARTNERSHIP) [Number and Title of SecuritiesNUMBER AND TITLE OF SECURITIES] TERMS AGREEMENT --------------- Dated: [________], 20199[__] To: Duke Realty Corporation Investments, Inc. Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx XxxxxxInvestments, Inc. 0000 Xxxxxxxx Xxxxxxxx, Xxxxx 000 0000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “"Representatives”") understand that [Duke Realty CorporationInvestments, Inc., an Indiana corporation (the “"Company”"), proposes to issue and sell [__________] of its [shares of common stock (the “"Common Stock”")] [shares of preferred stock (the “"Preferred Stock”")] [shares of Preferred Stock represented by depositary shares (the “"Depositary Shares”")] [Duke Realty Limited Partnership, an Indiana limited partnership (the “"Operating Partnership”"), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “"Debt Securities”")] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “"Underwritten Securities”"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “" Underwriters”") offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwriter Underwritten Securities ----------- ----------------------- ------------- Total $ ------------- ------------- The Underwritten Securities shall have the following terms: [Common StockCOMMON STOCK] [Preferred StockPREFERRED STOCK] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %DEPOSITARY SHARES], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the International Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the UnderwritersInternational Managers, the Company and the Operating Partnership in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION INVESTMENTS, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxx, Xx. --------------------------------------- Name: Xxxx Xxxxxx X. Xxxxxx Xxxx, Xx. Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation Investments, Inc., General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxx, Xx. ----------------------------------------- Name: Xxxx Xxxxxx X. Xxxxxx Xxxx, Xx. Title: Executive Vice President and Chief Financial Officer [Signature Page to CONFIRMED AND ACCEPTED, as of the Underwriting Agreement] Exhibit date first above written: XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxx X. Xxxxx --------------------------------- Name: Xxxxxx X. Xxxxx Title: Managing Director EXHIBIT A DUKE REALTY CORPORATION INVESTMENTS, INC. (an Indiana CorporationAN INDIANA CORPORATION) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnershipAN INDIANA LIMITED PARTNERSHIP) [Number and Title of SecuritiesNUMBER AND TITLE OF SECURITIES] INTERNATIONAL TERMS AGREEMENT Dated: [________], 20199[__] To: Duke Realty Corporation Investments, Inc. Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx XxxxxxInvestments, Inc. 0000 Xxxxxxxx Xxxxxxxx, Xxxxx 000 0000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”"Lead Managers") understand that [Duke Realty CorporationInvestments, Inc., an Indiana corporation (the “"Company”"), proposes to issue and sell [__________[ ] of its [shares of common stock (the “"Common Stock”")] [shares of preferred stock (the “"Preferred Stock”")] [shares of Preferred Stock represented by depositary shares (the “"Depositary Shares”")] [Duke Realty Limited Partnership, an Indiana limited partnership (the “"Operating Partnership”"), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “"Debt Securities”")] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten "International Securities”"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”"International Managers") offer to purchase, severally and not jointly, the respective numbers of Initial International Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as International Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten International Manager International Securities ---------- Total $ ========== The Underwritten International Securities shall have the following terms: [Common StockCOMMON STOCK] [Preferred StockPREFERRED STOCK] [Depositary SharesDEPOSITARY SHARES] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 199 .] Purchase price per share: $ [, plus accumulated dividends, if any, from [caad 214] , 20 199 .] [Conversion provisions:] [Voting and other rights:] Number of Option International Securities, if any, that may be purchased by the UnderwritersInternational Managers: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten International Securities shall have the following terms: [Debt SecuritiesDEBT SECURITIES] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Xxxxx'x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; 's Corporation Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: ______; [other rating agencies]; Redemption or repayment provisions: Number of Option International Securities, if any, that may be purchased by the UnderwritersInternational Managers: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 2019__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 2019__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “"Duke Realty Corporation Investments, Inc. and Duke Realty Limited Partnership — -- Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” " are incorporated by reference in their entirety herein and shall be deemed to be a part of this International Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock o'clock P.M. (New York City time) on [_____] by signing a copy of this International Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL [UNDERWRITERSOTHER LEAD MANAGERS] By: [REPRESENTATIVES] XXXXXXX XXXXX INTERNATIONAL By: :___________________________________________________ For themselves and as Representatives Lead Managers of the other named UnderwritersInternational Managers. Accepted: DUKE REALTY CORPORATION INVESTMENTS, INC. By: :__________________________ Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 INVESTMENTS, INC. _______________________________ General Partner By: :__________________________ Name: Title: Exhibit B DUKE REALTY CORPORATION INVESTMENTS, INC. (an Indiana CorporationAN INDIANA CORPORATION) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnershipAN INDIANA LIMITED PARTNERSHIP) [Title of SecuritiesTITLE OF SECURITIES] DELAYED DELIVERY CONTRACT EXHIBIT B Dated: [__________], 20[ 199[_] To: Duke Realty Corporation Investments, Inc. Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx XxxxxxInvestments, Inc. 0000 Xxxxxxxx Xxxxxxxx, Xxxxx 000 0000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation Investments, Inc. (the “"Company”")] [Duke Realty Limited Partnership (the “"Operating Partnership”")], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 2019[__] (the “"Delivery Date”"), $[__________] amount of the [Company][Operating Partnership]’s 's [insert title of security] (the “"Securities”"), offered by the [Company][Operating Partnership]’s 's International Prospectus dated [__________], 2019[__], as supplemented by its Prospectus Supplement dated [__________], 2019[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 2019[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the applicable U.S. Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION CRESCENT REAL ESTATE EQUITIES COMPANY By: /s/ Xxxx GERAXX X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY XXXXXXX ------------------------------------- CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP By: Duke Realty Corporation Crescent Real Estate Equities, Ltd. General Partner By: /s/ Xxxx GERAXX X. Xxxxxx NameXXXXXXX ------------------------------------- CONFIRMED AND ACCEPTED, as of the date first above written: Xxxx MERRXXX XXXCX & XO. MERRXXX XXXCH, PIERCE, FENNXX & XMITX INCORPORATED By: Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated By: /s/ MICHXXX X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXXXXXX ------------------------------ Michxxx X. Xxxxxxxxx Managing Director [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] FORM OF U.S. TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock __ __, 1997 To: CRESCENT REAL ESTATE EQUITIES COMPANY 777 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 Xxtention: Ladies and Gentlemen: We (the “Common Stock”)] [shares of preferred stock "Representatives") understand that Crescent Real Estate Equities Company ("the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), Company") proposes to issue and sell $[________] aggregate principal amount the number of its unsecured debt securities [Preferred Shares of Beneficial Interest, $.01 par value per share (the “Debt Securities”"Preferred Shares")] [Common Shares of Beneficial Interest, $.01 par value per share (the "Common Shares")] [Warrants to purchase Common Shares of the Company (the "Warrants")] (such [Common Stock], [Preferred StockShares] [Depositary Common Shares] and [Debt SecuritiesWarrants] being collectively hereinafter referred to as the “"U.S. Underwritten Securities”"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters U.S. Underwriters named below (the “"U.S. Underwriters”") offer to purchase, severally and not jointly, the respective numbers of Initial U.S. Securities (as defined in the Underwriting U.S. Purchase Agreement referred to below) set forth below opposite their respective names, and a proportionate share of U.S. Option Securities(as Securities (as defined in the Underwriting U.S. Purchase Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the Underwriters, Underwriters and the Company and the Operating Partnership in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE CARRAMERICA REALTY CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxx ------------------------------ Name: Xxxx Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP ByCONFIRMED AND ACCEPTED, as of the date first above written: Duke Realty Corporation General Partner By: XXXXXXX, XXXXX & CO. /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE Xxxxxxx, Sachs & Co. --------------------------- (Xxxxxxx, Xxxxx & Co.) CARRAMERICA REALTY CORPORATION (an Indiana a Maryland Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] Senior Notes due 2000 TERMS AGREEMENT Dated: [________]September 25, 20[__] 1998 To: Duke CarrAmerica Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000 XxxxxxxxxxxxX.X. Xxxxxxxxxx, XX X.X. 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “"Representatives”") understand that [Duke CarrAmerica Realty Corporation, an Indiana a Maryland corporation (the “"Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”"), proposes to issue and sell $[________] 150,000,000 aggregate principal amount of its unsecured debt securities (the “"Debt Securities”)] ") (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] Securities being collectively hereinafter referred to as the “"Underwritten Securities”"). CarrAmerica Realty, L.P. (the "Guarantor") has agreed to guarantee the Underwritten Securities (the "Guarantees") as to payments of principal, premium, if any, and interest. With respect to the issuance and sale of the Debt Securities and the related Guarantees to the Underwriters, the Guarantor agrees to be jointly and severally liable with the Company as to the Company's obligations contained in Sections 1,3,4,5 and 6 of the Underwriting Agreement referred to below, as if the Guarantor were originally named as a party thereto. Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “"Underwriters”") offer to purchase, severally and not jointly, the respective numbers of Initial Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, names at the purchase price set forth below. Principal Amount of the Underwritten Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities ----------- ---------- Xxxxxxx, Sachs & Co. ..................................... $100,000,000 Xxxx Xxxxx Xxxx Xxxxxx, Incorporated. .................... $50,000,000 ------------ Total $ ............................................. $150,000,000 ============ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP:

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Annex A-38 Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, 0000 Xxxxx 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ [_] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, 0000 Xxxxx 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreementAgreement, please sign and return to the Company an executed us a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the UnderwritersUnderwriter, the Company Fund and the Operating Partnership Adviser in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION MUNIYIELD FUND, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from :____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”)______ Authorized Officer FUND ASSET MANAGEMENT, $[INC. By:__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[________ per share] [_____% Authorized Officer CONFIRMED AND ACCEPTED, as of the principal amount thereofdate first above written: By: Merrill Lynch, plus accrued interest from [Pierce, Fenner & Smith Incorpxxxxxx Xx: __________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________]_ Vice President Investment Banking EXHIBIT A $250,000,000 MUNIYIELD FUND, 20INC. (a Maryland corporation) AUCTION MARKET PREFERRED STOCK [__AMPS(R)] between 900 Shares Series A 900 Shares Series C 900 Shares Series B 900 Shares Series D 1,400 Shares Series E Liquidation Preference $50,000 Per Share PURCHASE AGREEMENT December 18, 1991 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Xxxxxxxrxxxx Merrill Xxxxx World Headquartexx Xxxld Xxxxxcial Center North Tower Nxx Xxxx, Xxx York 10281-1201 Dear Sirs: Reference is made to the [Company][Operating Partnership] Purchase Agreement, dated December 18, 1991 (the "Purchase Agreement"), relating to the purchase by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporatxx (xxx "Xxxxrwriter") xx 000 shares of auctxxx xxrkex xxxferred stock, Series A, of MuniYield Fund, Inc. (the "Fund") (the "Series A AMPS"), 900 shares of auction market preferred stock, Series B, of the Fund (the "Series B AMPS"), 900 shares of auction market preferred stock, Series C, of the Fund (the "Series C AMPS"), 900 shares of auction market preferred stock, Series D, of the Fund (the "Series D AMPS") and 1,400 shares of auction market preferred stock, Series E (the Underwriters"Series E AMPS") of the Fund, all with a par value of $.10 per share and a liquidation preference of $50,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared). The obligation Series A AMPS, Series B AMPS, Series C AMPS, Series D AMPS and Series E AMPS are collectively referred to as the "Shares." ---------- (R) Registered trademark of Merrill Lynch & Co., Inc. Pursuant to Section 2 of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the UnderwritersPurchaxx Xxxxexxxx, the [Company][Operating Partnership] will mail or deliver to Fund agrees with the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are Underwriter as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP:

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the ““ Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the ““ Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLPfrom

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__[ ] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] SIGNATURE PAGE TO THE UNDERWRITING AGREEMENT Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20200[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [ ], 200[__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20200[__] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 600 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ [_] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 600 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities – Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__200[ ] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxx Xxxxxxxx Title: Executive Vice President President, General Counsel and Chief Financial Officer Corporate Secretary DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxx Xxxxxxxx Title: Executive Vice President President, General Counsel and Chief Financial Officer [Signature Page to the Underwriting Agreement] Corporate Secretary Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities _________ Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Schedule I Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of 250,000,000 7.375% Senior Notes Due 2015 $[_____ per share] [_____250,000,000 8.25% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLPSenior Notes Due 2019

GOVERNING LAW AND TIME. This Agreement and the U.S. Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the U.S. Underwriters, the Company and the Operating Partnership in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION INVESTMENTS, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxx, Xx. ----------------------------------- Name: Xxxx Xxxxxx X. Xxxxxx Xxxx, Xx. Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation Investments, Inc., General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxx, Xx. --------------------------------- Name: Xxxx Xxxxxx X. Xxxxxx Xxxx, Xx. Title: Executive Vice President and Chief Financial Officer [Signature Page to CONFIRMED AND ACCEPTED, as of the Underwriting Agreement] Exhibit date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx X. Xxxxx -------------------------------- Name: Xxxxxx X. Xxxxx Title: Managing Director EXHIBIT A DUKE REALTY CORPORATION INVESTMENTS, INC. (an Indiana CorporationAN INDIANA CORPORATION) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnershipAN INDIANA LIMITED PARTNERSHIP) [Number and Title of SecuritiesNUMBER AND TITLE OF SECURITIES] U.S. TERMS AGREEMENT Dated: [________], 20199[__] To: Duke Realty Corporation Investments, Inc. Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx XxxxxxInvestments, Inc. 0000 Xxxxxxxx Xxxxxxxx, Xxxxx 000 0000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “"Representatives”") understand that [Duke Realty CorporationInvestments, Inc., an Indiana corporation (the “"Company”"), proposes to issue and sell [__________[ ] of its [shares of common stock (the “"Common Stock”")] [shares of preferred stock (the “"Preferred Stock”")] [shares of Preferred Stock represented by depositary shares (the “"Depositary Shares”")] [Duke Realty Limited Partnership, an Indiana limited partnership (the “"Operating Partnership”"), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “"Debt Securities”")] (such [Common Stock], [Preferred Stock] [Depositary Shares] and Shares]and [Debt Securities] being collectively hereinafter referred to as the “"U.S. Underwritten Securities”"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “"U.S. Underwriters”") offer to purchase, severally and not jointly, the respective numbers of Initial U.S. Securities (as defined in the U.S. Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of U.S. Option Securities(as Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities U.S. UNDERWRITER U.S. UNDERWRITTEN SECURITIES ______________ Total $ ============== The U.S. Underwritten Securities shall have the following terms: [Common StockCOMMON STOCK] [Preferred StockPREFERRED STOCK] [Depositary SharesDEPOSITARY SHARES] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 199 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 199 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the U.S. Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The U.S. Underwritten Securities shall have the following terms: [Debt SecuritiesDEBT SECURITIES] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Xxxxx'x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; 's Corporation Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: ______; [other rating agencies]; Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the U.S. Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 2019__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 2019__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “"Duke Realty Corporation Investments, Inc. and Duke Realty Limited Partnership — -- Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - U.S. Underwriting Agreement” " are incorporated by reference in their entirety herein and shall be deemed to be a part of this U.S. Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock o'clock P.M. (New York City time) on [_____] by signing a copy of this U.S. Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED [UNDERWRITERS] By: [OTHER REPRESENTATIVES] By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ___________________________________________________ For themselves and as Representatives of the other named U.S. Underwriters. Accepted: DUKE REALTY CORPORATION INVESTMENTS, INC. By: :__________________________ Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 INVESTMENTS, INC. General Partner By: :__________________________ Name: Title: Exhibit EXHIBIT B DUKE REALTY CORPORATION INVESTMENTS, INC. (an Indiana CorporationAN INDIANA CORPORATION) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnershipAN INDIANA LIMITED PARTNERSHIP) [Title of SecuritiesTITLE OF SECURITIES] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ 199[_] To: Duke Realty Corporation Investments, Inc. Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx XxxxxxInvestments, Inc. 0000 Xxxxxxxx Xxxxxxxx, Xxxxx 000 0000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation Investments, Inc. (the “"Company”")] [Duke Realty Limited Partnership (the “"Operating Partnership”")], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 2019[__] (the “"Delivery Date”"), $[__________] amount of the [Company][Operating Partnership]’s 's [insert title of security] (the “"Securities”"), offered by the [Company][Operating Partnership]’s 's U.S. Prospectus dated [__________], 2019[__], as supplemented by its Prospectus Supplement dated [__________], 2019[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 2019[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreementAgreement, please sign and return to the Company an executed us a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a single binding agreement among between the Underwriters, the Company Underwriter and the Operating Partnership Fund and the Adviser in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION MUNIHOLDINGS FLORIDA INSURED FUND II By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service __ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ______; [other rating agencies]; Interest rate or formula____________________ Authorized Officer Confirmed and Accepted, as of the date first above written: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option SecuritiesXXXXXXX LYNCH, if anyXXXXXX, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: FeeXXXXXX & XXXXX INCORPORATED By: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%___________________ Authorized Signatory EXHIBIT A --------- $___________ MUNIHOLDINGS FLORIDA INSURED FUND II (a Massachusetts business trust) AUCTION MARKET PREFERRED SHARES(R) ["AMPS"/R/] ____ Series A Shares ____ Series B Shares Liquidation Preference $ 25,000 Per Share PRICING AGREEMENT ----------------- __________ __, plus accrued interest1998 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, if anyPierce, or amortized original issue discountXxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center North Tower New York, if anyNew York 10281-1201 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, from dated ____________, 201998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of ___ Auction Market Preferred Shares(R), Series A (payable in [same] [next] day funds"Series A AMPS"). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ Auction Market Preferred Shares(R), Series B ("Series B AMPS"), each with a par value of $.10 per share] [_____% share and a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) (collectively, the "Shares") of MuniHoldings Florida Insured Fund II (the "Fund"). Pursuant to Section 2 of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the UnderwritersPurchase Agreement, the [Company][Operating Partnership] will mail or deliver to Fund agrees with the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are Underwriter as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP:

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 600 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 600 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__[ ] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s Partnership]‘s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Partnership]‘s Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s Partnership]‘s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] SIGNATURE PAGE TO THE UNDERWRITING AGREEMENT Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities — Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__[ ] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLPSchedule I Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-181030-01 June 6, 2012 % Fixed Rate Notes due June 15, 2022 This free writing prospectus relates only to the notes referred to above and should be read together with Duke Realty Limited Partnership’s preliminary prospectus supplement, dated June 6, 2012, and the accompanying prospectus, dated April 30, 2012, and the documents incorporated and deemed to be incorporated by reference therein.

GOVERNING LAW AND TIME. This Agreement and the Terms Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreementAgreement, please sign and return to the Company an executed us a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a single binding agreement among between the Underwriters, the Company Underwriter and the Operating Partnership Fund and the Adviser in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION MUNIHOLDINGS FUND, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service __ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ______; [other rating agencies]; Interest rate or formula____________________ Authorized Officer Confirmed and Accepted, as of the date first above written: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option SecuritiesXXXXXXX LYNCH, if anyXXXXXX, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: FeeXXXXXX & XXXXX INCORPORATED By: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%___________________ Authorized Signatory EXHIBIT A --------- $ MUNIHOLDINGS FUND, plus accrued interestINC. (a Maryland corporation) AUCTION MARKET PREFERRED STOCK(R) ["AMPS"(R)] ___ Series A Shares ___ Series B Shares Liquidation Preference $ 25,000 Per Share PRICING AGREEMENT ----------------- ________, if any1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, or amortized original issue discountPierce, if anyXxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center North Tower New York, from New York 10281-1201 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated ____________, 20__ 1997 (payable in [same] [next] day fundsthe "Purchase Agreement"). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement relating to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of _____] o’clock P.M. _ shares of Auction Market Preferred Stock(R), Series A (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”"Series A AMPS")] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ shares of Auction Market Preferred Stock(R), Series B ("Series B AMPS"), each with a par value of $.10 per share] [_____% share and a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) (collectively, the "Shares") of MuniHoldings Fund, Inc. (the "Fund"). Pursuant to Section 2 of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the UnderwritersPurchase Agreement, the [Company][Operating Partnership] will mail or deliver to Fund agrees with the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are Underwriter as follows: ---------------------- (Please Print.R) Name Telephone No. (including Area Code) Exhibit C Form Registered trademark of Opinion of Xxxxxx Xxxxxxx Xxxxx & Bird LLPCo., Inc.

GOVERNING LAW AND TIME. This Agreement and the Terms Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreementAgreement, please sign and return to the Company an executed us a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a single binding agreement among between the Underwriters, the Company Underwriter and the Operating Partnership Fund and the Adviser in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION MUNIHOLDINGS NEW JERSEY INSURED FUND, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”)_ Authorized Officer FUND ASSET MANAGEMENT, $[L.P. By: __________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% Authorized Officer Confirmed and Accepted, as of the principal amount thereofdate first above written: XXXXXXX LYNCH, plus accrued interest from [XXXXXX, XXXXXX & XXXXX INCORPORATED By: __________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________]__ Authorized Signatory EXHIBIT A --------- $ MUNIHOLDINGS NEW JERSEY INSURED FUND, 20INC. (a Maryland corporation) AUCTION MARKET PREFERRED STOCK(R) [__]"AMPS"(R)] Series A Shares Series B Shares Liquidation Preference $ 25,000 Per Share PRICING AGREEMENT ----------------- , shall have sold 1998 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center North Tower New York, New York 10281-1201 Dear Sirs and Mesdames: Reference is made to the Underwriters Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of shares of Auction Market Preferred Stock(R), Series A ("Series A AMPS"), and shares of Auction Market Preferred Stock(R), Series B ("Series B AMPS"), each with a par value of $.10 per share and a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) (collectively, the "Shares") of MuniHoldings New Jersey Insured Fund, Inc. (the "Fund"). Pursuant to Section 2 of the Securities (Purchase Agreement, the “ Underwriters”) such amount of Fund agrees with the Securities Underwriter as is to be sold to them pursuant to the Terms Agreement dated [follows: __________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance __ (R) Registered trademark of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion andXxxxxxx Xxxxx & Co., without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLPInc.

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx XXXXXXX X. Xxxxxx XXXXXX Name: Xxxx Xxxxxxx X. Xxxxxx Title: Executive Senior Vice President and Chief Financial Accounting Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx XXXXXXX X. Xxxxxx XXXXXX Name: Xxxx Xxxxxxx X. Xxxxxx Title: Executive Senior Vice President and Chief Financial Accounting Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “"Representatives”") understand that [Duke Realty Corporation, an Indiana corporation (the “"Company”"), proposes to issue and sell [__________[ ] of its [shares of common stock (the “"Common Stock”")] [shares of preferred stock (the “"Preferred Stock”")] [shares of Preferred Stock represented by depositary shares (the “"Depositary Shares”")] [Duke Realty Limited Partnership, an Indiana limited partnership (the “"Operating Partnership”"), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “"Debt Securities”")] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “"Underwritten Securities”"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “"Underwriters”") offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200.] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200.] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Xxxxx'x Investors Service, Inc. ______; Standard & Poor’s 's Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “"Duke Realty Corporation and Duke Realty Limited Partnership — Partnership—Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” " are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock o'clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “"Company”")] [Duke Realty Limited Partnership (the “"Operating Partnership”")], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__200[ ] (the “"Delivery Date”"), $[__________[ ] amount of the [Company][Operating Partnership]’s 's [insert title of security] (the “"Securities”"), offered by the [Company][Operating Partnership]’s 's Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ "Underwriters”") such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s 's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. Name (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP37 QuickLinks

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Annex A-39 Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, 0000 Xxxxx 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ [_] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, 0000 Xxxxx 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s Partnership]‘s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Partnership]‘s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s Partnership]‘s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreementAgreement, please sign and return to the Company an executed us a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a single binding agreement among between the Underwriters, the Company Underwriter and the Operating Partnership Fund and the Adviser in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION MUNIHOLDINGS FLORIDA INSURED FUND By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service __ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ______; [other rating agencies]; Interest rate or formula____________________ Authorized Officer Confirmed and Accepted, as of the date first above written: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option SecuritiesXXXXXXX LYNCH, if anyXXXXXX, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: FeeXXXXXX & XXXXX INCORPORATED By: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%___________________ Authorized Signatory EXHIBIT A --------- $ MUNIHOLDINGS FLORIDA INSURED FUND (a Massachusetts business trust) AUCTION MARKET PREFERRED SHARES(R) ["AMPS"(R)] ___ Series A Shares ___ Series B Shares Liquidation Preference $ 25,000 Per Share PRICING AGREEMENT ----------------- _________, plus accrued interest1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, if anyPierce, or amortized original issue discountXxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center North Tower New York, if anyNew York 10281-1201 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, from dated ____________, 201997 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of ___ Auction Market Preferred Shares(R), Series A (payable in [same] [next] day funds"Series A AMPS"). Other terms: Closing date , and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. _ Auction Market Preferred Shares(R), Series B (New York City time"Series B AMPS"), each with a par value of $.10 per share and a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) on [_____] by signing a copy (collectively, the "Shares") of this Terms Agreement in MuniHoldings Florida Insured Fund (the space set forth below and returning the signed copy "Fund"). Pursuant to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives Section 2 of the other named Underwriters. AcceptedPurchase Agreement, the Fund agrees with the Underwriter as follows: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% (R) Registered trademark of the principal amount thereofXxxxxxx Xxxxx & Co., plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLPInc.

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the ““ Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the ““ Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Underwriters Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__200[ ] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP)

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLPfrom

GOVERNING LAW AND TIME. This Agreement and the Terms Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreementAgreement, please sign and return to the Company an executed us a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a single binding agreement among between the Underwriters, the Company Underwriter and the Operating Partnership Fund and the Adviser in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION MUNIHOLDINGS CALIFORNIA INSURED FUND II, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”)_ Authorized Officer FUND ASSET MANAGEMENT, $[L.P. By: __________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% Authorized Officer Confirmed and Accepted, as of the principal amount thereofdate first above written: XXXXXXX LYNCH, plus accrued interest from [XXXXXX, XXXXXX & XXXXX INCORPORATED By: __________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________]__ Authorized Signatory EXHIBIT A --------- $ MUNIHOLDINGS CALIFORNIA INSURED FUND II, 20INC. (a Maryland corporation) AUCTION MARKET PREFERRED STOCK(R) [__]"AMPS"(R)] Series A Shares Series B Shares Liquidation Preference $ 25,000 Per Share PRICING AGREEMENT ----------------- , shall have sold 1998 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center North Tower New York, New York 10281-1201 Dear Sirs and Mesdames: Reference is made to the Underwriters Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of shares of Auction Market Preferred Stock(R), Series A ("Series A AMPS"), and shares of Auction Market Preferred Stock(R), Series B ("Series B AMPS"), each with a par value of $.10 per share and a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) (collectively, the "Shares") of MuniHoldings California Insured Fund II, Inc. (the "Fund"). Pursuant to Section 2 of the Securities (Purchase Agreement, the “ Underwriters”) such amount of Fund agrees with the Securities Underwriter as is to be sold to them pursuant to the Terms Agreement dated [follows: __________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance _ (R) Registered trademark of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion andXxxxxxx Xxxxx & Co., without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLPInc.

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION INVESTMENTS, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxx ------------------------------------------ Name: Xxxx Xxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation Investments, Inc., General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxx ------------------------------------- Name: Xxxx Xxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to CONFIRMED AND ACCEPTED, as of the Underwriting Agreement] Exhibit date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx X. Xxxxx -------------------------------- Name: Xxxxxx X. Xxxxx Title: Managing Director EXHIBIT A DUKE REALTY CORPORATION INVESTMENTS, INC. (an Indiana CorporationAN INDIANA CORPORATION) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnershipAN INDIANA LIMITED PARTNERSHIP) [Number and Title of SecuritiesNUMBER AND TITLE OF SECURITIES] TERMS AGREEMENT Dated: [________], 20199[__] To: Duke Realty Corporation Investments, Inc. Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx XxxxxxInvestments, Inc. 0000 Xxxxxxxx Xxxxxxxx, Xxxxx 000 0000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “"Representatives”") understand that [Duke Realty CorporationInvestments, Inc., an Indiana corporation (the “"Company”"), proposes to issue and sell [__________] of its [shares of common stock (the “"Common Stock”")] [shares of preferred stock (the “"Preferred Stock”")] [shares of Preferred Stock represented by depositary shares (the “"Depositary Shares”")] [Duke Realty Limited Partnership, an Indiana limited partnership (the “"Operating Partnership”"), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “"Debt Securities”")] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “"Underwritten Securities”"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “"Underwriters”") offer to purchase, severally and not jointly, the respective numbers of Initial Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwriter Underwritten Securities ----------- ----------------------- -------------- Total $ -------------- -------------- The Underwritten Securities shall have the following terms: [Common StockCOMMON STOCK] [Preferred StockPREFERRED STOCK] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %DEPOSITARY SHARES], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreementAgreement, please sign and return to the Company an executed us a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a single binding agreement among between the Underwriters, the Company Underwriter and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], Fund and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned Adviser in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successorsVery truly yours, but will not be assignable by either party hereto without the written consent of the otherTHE NEW AMERICA HIGH INCOME FUND, INC. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (------------------------------- Name: Title) (Address) Accepted : WELLINGTON MANAGEMENT COMPANY, LLP By: ------------------------------- Name: Title: Confirmed and Accepted, as of the date first above written: MERRILL LYNCH, PIERCE, FENNER & SMITX INCORXXXXXXD Xx: ---------------------------- Authorized Signatory Exhibit A $60,000,000 THE NEW AMERICA HIGH INCOME FUND, INC. [DUKE REALTY CORPORATION By(a Maryland corporation) AUCTION TERM PREFERRED STOCK 2,400 Series D Shares Liquidation Preference $ 25,000 Per Share PRICING AGREEMENT May __, 1998 MERRILL LYNCH & CO. Merrill Lynch, Pxxxxx, Fxxxxx & Smitx Incorporxxxx Xerrxxx Xynch World Headquarters Worxx Xxxxnxxxx Center North Tower New York, New York 10281-1201 Dear Sirs and Mesdames: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING Reference is made to the Purchase Agreement, dated May _, 1998 (the "Purchase Agreement"), relating to the purchase by Merrill Lynch & Co., Merrill Lynch, Xxxxxx, Xxxxxr & Smitx Xxxxxporated (xxx "Unxxxxxxter") xx 2,400 shares of Auction Term Preferred Stock, Series D, with a par value of $1.00 per share and a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) (the "Shares") of The name and telephone number New America High Income Fund, Inc. (the "Fund"). Pursuant to Section 2 of the representative of Purchase Agreement, the Purchaser Fund agrees with whom details of delivery on the Delivery Date may be discussed are Underwriter as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP:

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__[ ] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ “Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said StateTHIS AGREEMENT AND THE PRICING ---------------------- AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. Specified times of day refer to New York City timeUNLESS STATED OTHERWISE, ALL SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Trust, the Company an executed and the Guarantor a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among between the UnderwritersUnderwriter, the Trust, the Company and the Operating Partnership Guarantor in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION COUNTRYWIDE CAPITAL I By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To________ Name: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attentionas Regular Trustee By: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”)__________ Name: as Regular Trustee COUNTRYWIDE HOME LOANS, offered by the [Company][Operating Partnership]’s Prospectus dated [INC. By: __________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[________ per share] [_____% of the principal amount thereofName: Title: COUNTRYWIDE CREDIT INDUSTRIES, plus accrued interest from [INC. By: __________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________]__________ Name: Title: CONFIRMED AND ACCEPTED, on the Delivery Date, upon delivery to the undersigned as of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [date first above written: SALOMON BROTHERS INC By: __________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that _______ Authorized Signatory 42 EXHIBIT A 300,000 Capital Trust Pass-through Securities COUNTRYWIDE CAPITAL I (a Delaware Trust) ___% Capital Trust Pass-through Securities/SM/ (TruPS/SM/) (Liquidation Amount of $1,000 per Capital Security) PRICING AGREEMENT ----------------- __________, 1996 Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: Reference is made to the acceptance Underwriting Agreement dated November __, 1996 (the "Underwriting Agreement") relating to the purchase by the Underwriter of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion above-referenced ___% Capital Trust Pass-through (the "Capital Securities"), of Countrywide Capital I, a Delaware business trust (the "Trust"). Pursuant to Section 2 of the Underwriting Agreement, each of Countrywide Home Loans, Inc., a New York corporation (the "Company"), Countrywide Credit Industries, Inc., a Delaware corporation (the "Guarantor" and, without limiting together with the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] Company and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by Trust, the laws of "Offerors") and the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of Trust agrees with the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are Underwriter as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP:

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the ““ Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the ““ Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__200[ ] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. Name (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms AgreementSeller and JDCC counterparts hereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the Underwriters, the Company Seller and the Operating Partnership JDCC in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY JOHN DEERE XXXXIVABLES, INC. By: /s/ Larry J. Gaxx Xxxe: Larry J. Gaxx Xxxle: Assistant Secretary JOHN DEERE XXXXTAL CORPORATION By: /s/ Xxxx X. Xxxxxx NameLarry J. Gaxx Xxxe: Xxxx X. Xxxxxx TitleLarry J. Gaxx Xxxle: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP Assistant Secretary Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: Citigroup Global Markets Inc. Merrill Lynxx, Xxxrce, Fenner & Smxxx Xxcorxxxxxed Mitsubishi UFJ Securities (USA), Inc. HSBC Securities (USA) Inc. RBC Capital Markets, LLC By: Duke Realty Corporation General Partner CITIGROUP GLOBAL MARKETS INC., as Representative of the Several Underwriters By: /s/ Xxxx X. Xxxxxx NameAmy Jo Pittx Xxxe: Xxxx X. Xxxxxx TitleAmy Jo Pittx Xxtle: Executive Vice President Managing Director By: MERRILL LYNXX, XXXXXX, XENXXX & SMXXX XXCORXXXXXED, as Representative of the Several Underwriters By: /s/ Benjamin A. Xxxxxxx Xxxe: Benjamin A. Xxxxxxx Xxtle: Managing Director By: MITSUBISHI UFJ SECURITIES (USA), INC., as Representative of the Several Underwriters By: /s/ Tricia Hazexxxxx Xxxe: Tricia Hazexxxxx Xxtle: Managing Director Underwriting Agreement Exhibit A EXECUTION VERSION JOHN DEERE OWNER TRUST 2015 JOHN DEERE XXXXIVABLES, INC. and Chief Financial Officer [Signature Page JOHN DEERE XXXXTAL CORPORATION Class A-1 0.27000% Asset Backed Notes Class A-2A 0.87% Asset Backed Notes Class A-2B Floating Rate Asset Backed Notes Class A-3 1.32% Asset Backed Notes Class A-4 1.65% Asset Backed Notes PRICING AGREEMENT March 3, 2015 Citigroup Global Markets Inc. Merrill Lynxx, Xxxrce, Fenner & Smxxx Xxcorxxxxxed Mitsubishi UFJ Securities (USA), Inc. HSBC Securities (USA) Inc. RBC Capital Markets, LLC c/o Citigroup Global Markets Inc. 390 Greenwixx Xxxxxx, 0xx Xxxxx Xew York, New York 10013 c/o Merrill Lxxxx, Xxxrce, Fenxxx & Smxxx Xxcorxxxxxed One Bryant Park, 11th Floor New York, New York 10036 c/o Mitsubishi UFJ Securities (USA), Inc. 1633 Broadwxx, 00xx Xxxxx Xew York, New York 10019 as Representatives of the Several Underwriters Dear Sirs: Reference is made to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxxdated March 3, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We 2015 (the “RepresentativesUnderwriting Agreement”) understand that [Duke Realty Corporationrelating to the purchase by Citigroup Global Markets Inc., an Indiana corporation Merrill Lynxx, Xxxrce, Fenner & Smxxx Xxcorxxxxxed, Mitsubishi UFJ Securities (USA), Inc., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC, severally and not jointly, of the above-referenced Class A-1, Class A-2A, Class A-2B, Class A-3 and Class A-4 Notes (the “CompanyUnderwritten Notes”), proposes to issue and sell [__________] the provisions of its [shares of common stock (which are incorporated herein by reference. Capitalized terms used but not defined herein have the “Common Stock”)] [shares of preferred stock (meanings given them in the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”)Underwriting Agreement. Subject to the terms and conditions set forth or incorporated by reference hereinof the Underwriting Agreement, the underwriters named below (Seller agrees with the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at Underwriters that the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial for the Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may Notes to be purchased paid by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and Underwriters shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% percentage of the principal amount thereof(which percentage is equal to 100.00000% less the underwriting discount in the case of the Class A-1 Notes, plus accrued interest from [__________]99.99356% less the underwriting discount in the case of the Class A-2A Notes, 20[__]100.00000% less the underwriting discount in the case of the Class A-2B Notes, to 99.99205% less the Delivery Date], underwriting discount in the case of the Class A-3 Notes and on 99.98058% less the further terms and conditions underwriting discount in the case of the Class A-4 Notes) set forth in this contractbelow: Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2A Notes Principal Amount of Class A-2B Notes Principal Amount of Class A-3 Notes Principal Amount of Class A-4 Notes Citigroup Global Markets Inc. $ 104,510,000 $ 103,250,000 $ 24,500,000 $ 87,500,000 $ 28,779,000 Merrill Lynxx, Xxxxxx, Xxxxxx & Smxxx Xxcorxxxxxed $ 82,115,000 $ 81,125,000 $ 19,250,000 $ 68,750,000 $ 22,612,000 Mitsubishi UFJ Securities (USA), Inc. $ 82,115,000 $ 81,125,000 $ 19,250,000 $ 68,750,000 $ 22,612,000 HSBC Securities (USA) Inc. $ 14,930,000 $ 14,750,000 $ 3,500,000 $ 12,500,000 $ 4,111,000 RBC Capital Markets, LLC $ 14,930,000 $ 14,750,000 $ 3,500,000 $ 12,500,000 $ 4,111,000 $ 298,600,000 $ 295,000,000 $ 70,000,000 $ 250,000,000 $ 82,225,000 Underwritten Notes Percentage of Principal Amount Underwriting Discount Interest Rate Class A-1 Notes 100.00000 % 0.112 % 0.27000 % Class A-2A Notes 99.99356 % 0.190 % 0.87 % Class A-2B Notes 100.00000 % 0.190 % One-Month LIBOR + 0.27 % Class A-3 Notes 99.99205 % 0.254 % 1.32 % Class A-4 Notes 99.98058 % 0.400 % 1.65 % The Seller also agrees with the Underwriters that: The Trust is the John Deere Owner Trust 2015. The initial principal amount of the Certificates will be $25,534,183. The Owner Trustee will be Wells Fargo Xxxxware Trust Company, N.A. The Indenture Trustee will be U.S. Bank National Association. Pricing Agreement The Class A-1 final Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to April 1, 2016, the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Class A-2A final Payment Date shall be subject only to February 15, 2018, the conditions that (1) Class A-2B final Payment Date shall be February 15, 2018, the purchase of Securities to Class A-3 final Payment Date shall be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership]June 17, on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] 2019 and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement Class A-4 final Payment Date shall be governed by the laws of the State of New York. Yours very trulyDecember 15, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print2021.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Pricing Agreement ---------------------- shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreementAgreement, please sign and return to the Company an executed us a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the UnderwritersUnderwriter, the Company Fund and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned Adviser in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successorsVery truly yours, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) MUNIYIELD PENNSYLVANIA FUND By: (Title) (Address) Accepted ------------------------------------ Authorized Officer FUND ASSET MANAGEMENT, INC. By: ------------------------------------ Authorized Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. [DUKE REALTY CORPORATION Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated By: DUKE REALTY CORPORATION By------------------------------------------- Vice President Investment Banking EXHIBIT A $40,000,000 MUNIYIELD PENNSYLVANIA FUND (a Massachusetts business trust) AUCTION MARKET PREFERRED SHARES(R) [AMPS(R)] 800 Shares Liquidation Preference, $50,000 Per Share PRICING AGREEMENT ----------------- November 23, 1992 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center North Tower New York, New York 10281-1201 Dear Sirs: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number Reference is made to the Purchase Agreement, dated November 20, 1992 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of 800 shares of auction market preferred shares of the representative Fund, par value $.10 per share, liquidation preference $50,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) (collectively, the "Shares") of MuniYield Pennsylvania Fund (the "Fund"). Pursuant to Section 2 of the Purchaser Purchase Agreement, the Fund agrees with whom details of delivery on the Delivery Date may be discussed are Underwriter as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP:

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE DUKE-WEEKS REALTY CORPORATION By: /s/ Xxxx Xxxxxxx X. Xxxxxx --------------------------------- Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE DUKE-WEEKS REALTY LIMITED PARTNERSHIP By: Duke Duke-Weeks Realty Corporation Corporation, General Partner By: /s/ Xxxx Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxx Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX BARNEY INC. By: /s/ Xxxxxxx X. Xxxxxx -------------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit Managing Director EXHIBIT A DUKE DUKE-WEEKS REALTY CORPORATION (an Indiana CorporationAN INDIANA CORPORATION) DUKE DUKE-WEEKS REALTY LIMITED PARTNERSHIP (an Indiana limited partnershipAN INDIANA LIMITED PARTNERSHIP) [Number and Title of SecuritiesNUMBER AND TITLE OF SECURITIES] TERMS AGREEMENT --------------- Dated: [________], 20199[__] To: Duke Duke-Weeks Realty Corporation Duke Duke-Weeks Realty Limited Partnership c/o Duke Duke-Weeks Realty Corporation 000 Xxxx 00xx Xxxxxx0000 Xxxxxxxx Xxxxxxxx, Xxxxx 000 0000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “"Representatives”") understand that [Duke Duke-Weeks Realty Corporation, an Indiana corporation (the “"Company”"), proposes to issue and sell [__________] of its [shares of common stock (the “"Common Stock”")] [shares of preferred stock (the “"Preferred Stock”")] [shares of Preferred Stock represented by depositary shares (the “"Depositary Shares”")] [Duke Duke-Weeks Realty Limited Partnership, an Indiana limited partnership (the “"Operating Partnership”"), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “"Debt Securities”")] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “" Underwritten Securities”"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “" Underwriters”") offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter UNDERWRITER [Number of Shares] [Principal Amount] Of Initial Underwritten Securities ----------------------- --------- Total $ The Underwritten Securities shall have the following terms: [Common StockCOMMON STOCK] [Preferred StockPREFERRED STOCK] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %DEPOSITARY SHARES], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20200[__] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ [_] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said StateTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE. Specified times of day refer to New York City timeUNLESS OTHERWISE EXPLICITLY PROVIDED, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. If the foregoing is in accordance with your correctly sets forth the understanding of our agreementamong the Company, the Operating Partnership and the Placement Agent, please sign and return to so indicate in the Company an executed counterpart of the applicable Terms Agreementspace provided below for that purpose, whereupon this instrument, along with the applicable Terms Agreement, will become letter shall constitute a binding agreement among between the UnderwritersCompany, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 20[__] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to usPlacement Agent. Very truly yours, [UNDERWRITERS] HOME PROPERTIES OF NEW YORK, INC. By:/s/David P. Gardner ----------------------------------- Name: David P. Gardner Title: XXX xxx XXX HOME PROPERTIES OF NEW YORK, L.P. By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State Home Properties of New York. Yours very truly, (Name of Purchaser) ByInc., its general partner By:/s/David P. Gardner ----------------------------------- Name: (David P. Gardner Title) (Address) Accepted : XXX xxx XXX ACCEPTED as of the date first above written. [DUKE REALTY CORPORATION By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORXXXX By:/s/Scott Eisex ---------------------------------------- Name: Xxxxx Xxxxn Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION ByVice President SCHEDULE A ---------- SUBSIDIARIES Home Properties of New York, L.P. New York limited partnership 1% owned by Home Properties of New York, Inc. ("HME"); 62% owned by Home Properties Trust Home Properties Trust Maryland real estate trust 100% owned by HME Home Properties Management, Inc. Maryland Corp. Home Properties of New York, L.P. ("OP") owns the non-voting shares (95% of total shares)/Nelson and Norman Leenhoutx xxx the voting xxxxxx (0% of total shares) Home Properties Resident Services, Inc. Maryland Corp. OP owns the non-voting shares (99% of total shares)/Nelson Leenhouts and Normax Xxxxxxxxx xxx xxx vxxxxx xxxxxx (0% of total shares) NOTE: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name operations of Home Properties Management, Inc. and telephone number Home Properties Resident Services, Inc. are not consolidated with those of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please PrintCompany.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ Xxxx Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President and & Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ Xxxx Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President and & Chief Financial Officer [Signature Page to the Underwriting Agreement] Exhibit A DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Number and Title of Securities] TERMS AGREEMENT Dated: [________[ ], 20[__200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________[ ] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________[ ] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the ““ Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the ““ Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares] [Principal Amount] Of Initial Underwritten Securities Total $ The Underwritten Securities shall have the following terms: [Common Stock] [Preferred Stock] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 200 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__20 .] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ 20 (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Securities - Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____[ ] o’clock P.M. (New York City time) on [_____[ ] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________[ ], 20200[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________[ ], 20[__200[ ] (the “Delivery Date”), $[__________[ ] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________[ ], 20[__[ ], as supplemented by its Prospectus Supplement dated [__________[ ], 20[__[ ], receipt of which is hereby acknowledged, at a purchase price of $[_____ [ per share] [_____[ % of the principal amount thereof, plus accrued interest from [__________[ ], 20[__[ ], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________[ ], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________[ ], 20[__[ ], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________[ ], 20[__[ ] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________[ ] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP)

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed a counterpart of the applicable Terms Agreementhereof, whereupon this instrument, along with the applicable Terms Agreementall counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their its terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE DUKE-WEEKS REALTY CORPORATION By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxx ------------------------------------ Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DUKE DUKE-WEEKS REALTY LIMITED PARTNERSHIP By: Duke Duke-Weeks Realty Corporation General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxx Xxxxx ------------------------------- Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to CONFIRMED AND ACCEPTED, as of the Underwriting Agreement] Exhibit date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx X. Xxxxx ----------------------------------------------------------- Name: Title: EXHIBIT A DUKE DUKE-WEEKS REALTY CORPORATION (an Indiana CorporationAN INDIANA CORPORATION) DUKE DUKE-WEEKS REALTY LIMITED PARTNERSHIP (an Indiana limited partnershipAN INDIANA LIMITED PARTNERSHIP) [Number and Title of SecuritiesNUMBER AND TITLE OF SECURITIES] TERMS AGREEMENT Dated: [________], 20,200[__] To: Duke Duke-Weeks Realty Corporation Duke Duke-Weeks Realty Limited Partnership c/o Duke Duke-Weeks Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “"Representatives”") understand that [Duke Duke-Weeks Realty Corporation, an Indiana corporation (the “"Company”"), proposes to issue and sell [__________] of its [shares of common stock (the “"Common Stock”")] [shares of preferred stock (the “"Preferred Stock”")] [shares of Preferred Stock represented by depositary shares (the “"Depositary Shares”")] [Duke Duke-Weeks Realty Limited Partnership, an Indiana limited partnership (the “"Operating Partnership”"), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “"Debt Securities”")] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “"Underwritten Securities”"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “"Underwriters”") offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter ----------- [Number of Shares] [Principal Amount] Of Initial Underwritten Securities ----------------------- ______ Total $ The Underwritten Securities shall have the following terms: [Common StockCOMMON STOCK] [Preferred StockPREFERRED STOCK] [Depositary Shares] Title of Securities: Number of Shares: [Current Ratings:] [Dividend Rate: [$ ] [ %DEPOSITARY SHARES], Payable:] [Stated Value:] [Liquidation Preference:] [Ranking:] Public offering price per share: $ [, plus accumulated dividends, if any, from , 20 .] Purchase price per share: $ [, plus accumulated dividends, if any, from , 20 .] [Conversion provisions:] [Voting and other rights:] Number of Option Securities, if any, that may be purchased by the Underwriters: Additional co-managers, if any: Other terms: Closing time, date and location: The Underwritten Securities shall have the following terms: [Debt Securities] Title of Securities: Currency: Principal amount to be issued: Current ratings: Xxxxx’x Investors Service, Inc. ______; Standard & Poor’s Ratings Service ______; [other rating agencies]; Interest rate or formula: Interest payment dates: Interest reset dates: Interest determination date: Stated maturity date: Redemption or repayment provisions: Number of Option Securities, if any, that may be purchased by the Underwriters: Delayed Delivery Contracts: [authorized] [not authorized] [Date of Delivery: Minimum contract: Maximum aggregate principal amount: Fee: ___%] [Initial public offering price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from 20__.] Purchase price: ___%, plus accrued interest, if any, or amortized original issue discount, if any, from ____________, 20__ (payable in [same] [next] day funds). Other terms: Closing date and location: All the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement” are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than [_____] o’clock P.M. (New York City time) on [_____] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, [UNDERWRITERS] By: [REPRESENTATIVES] By: For themselves and as Representatives of the other named Underwriters. Accepted: DUKE REALTY CORPORATION By: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION Exhibit A-3 General Partner By: Name: Title: Exhibit B DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) [Title of Securities] DELAYED DELIVERY CONTRACT Dated: [__________], 20[ ] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: The undersigned hereby agrees to purchase from [Duke Realty Corporation (the “Company”)] [Duke Realty Limited Partnership (the “Operating Partnership”)], and the [Company][Operating Partnership] agrees to sell to the undersigned on [__________], 20[__] (the “Delivery Date”), $[__________] amount of the [Company][Operating Partnership]’s [insert title of security] (the “Securities”), offered by the [Company][Operating Partnership]’s Prospectus dated [__________], 20[__], as supplemented by its Prospectus Supplement dated [__________], 20[__], receipt of which is hereby acknowledged, at a purchase price of $[_____ per share] [_____% of the principal amount thereof, plus accrued interest from [__________], 20[__], to the Delivery Date], and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the [Company][Operating Partnership] or its order by [certified or official bank check in New York Clearing House] [same day] funds at the office of [__________], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the [Company][Operating Partnership] not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the [Company][Operating Partnership], on or before [__________], 20[__], shall have sold to the Underwriters of the Securities (the “ Underwriters”) such amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [__________], 20[__] between the [Company][Operating Partnership] and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the [Company][Operating Partnership] will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the [Company][Operating Partnership] delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the [Company][Operating Partnership] that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the [Company][Operating Partnership] and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the [Company][Operating Partnership] will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $[__________] and that the acceptance of any Delayed Delivery Contract is in the [Company][Operating Partnership]’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the [Company][Operating Partnership], it is requested that the [Company][Operating Partnership] sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the [Company][Operating Partnership] and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, (Name of Purchaser) By: (Title) (Address) Accepted as of the date first above written. [DUKE REALTY CORPORATION By: Name: Title:] [DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION By: Name: Title:] PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please Print.) Name Telephone No. (including Area Code) Exhibit C Form of Opinion of Xxxxxx & Bird LLP