DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana Limited Partnership) $250,000,000 3.625% Senior Notes due April 15, 2023 TERMS AGREEMENT

Exhibit 1.1

Execution Version

DUKE REALTY CORPORATION

(an Indiana Corporation)

DUKE REALTY LIMITED PARTNERSHIP

(an Indiana Limited Partnership)

$250,000,000 3.625% Senior Notes due April 15, 2023

TERMS AGREEMENT

Dated: March 12, 2013

To: Duke Realty Corporation

Duke Realty Limited Partnership

000 Xxxx 00^xx Xxxxxx, Xxxxx 000

Xxxxxxxxxxxx, XX 00000

Attention: Xx. Xxxxxxxx X. Xxxxx

Ladies and Gentlemen:

Each of Barclays Capital Inc., X.X. Xxxxxx Securities LLC, RBC Capital Markets, LLC and Xxxxx Fargo Securities, LLC (each, a “Representative” and together, the “Representatives”) understands that Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $250,000,000 aggregate principal amount of its 3.625% Senior Notes due April 15, 2023 (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 the Underwritten Securities set forth below opposite their respective names at the purchase price set forth below.

Underwriters		Principal Amount of Underwritten Securities
Barclays Capital Inc.		$	49,625,000
X.X. Xxxxxx Securities LLC		$	49,625,000
RBC Capital Markets, LLC		$	49,625,000
Xxxxx Fargo Securities, LLC		$	49,875,000
Scotia Capital (USA) Inc.		$	10,625,000
Regions Securities LLC		$	10,625,000
Credit Suisse Securities (USA) LLC		$	7,500,000
PNC Capital Markets LLC		$	7,500,000
SunTrust Xxxxxxxx Xxxxxxxx, Inc.		$	7,500,000
U.S. Bancorp Investments, Inc.		$	7,500,000
Total
		$	250,000,000

The Underwritten Securities shall have the following terms:

Title of securities: 3.625% Senior Notes due April 15, 2023.

Currency: U.S. Dollars.

Principal amount to be issued: $250,000,000.

Interest rate: 3.625% per annum.

Interest payment dates: April 15 and October 15, beginning on October 15, 2013.

Stated maturity date: April 15, 2023.

Redemption or repayment provisions: The Underwritten Securities shall be redeemable by the Operating Partnership, in whole or in part, (1) at any time until January 15, 2023, at a redemption price equal to the principal amount of the Underwritten Securities being redeemed plus the Make-Whole Amount, and (2) on or after January 15, 2023, at a redemption price equal to the principal amount of the Underwritten Securities being redeemed without any payment of a Make-Whole Amount, plus, in each case, accrued and unpaid interest, on the terms set forth in the Indenture, dated as of July 28, 2006, between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A. (successor to X.X. Xxxxxx Trust Company, National Association), as trustee (the “Trustee”), and the Tenth Supplemental Indenture, to be dated as of March 15, 2013, between the Operating Partnership and the Trustee (the “Indenture”).

Delayed Delivery Contracts: Not authorized.

Public offering price: 99.179% of the principal amount.

Underwriting discount: 0.650% of the principal amount.

Underwriters’ purchase price: 98.529% of the principal amount.

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Net proceeds to the Company: $246,322,500.

Lock-Up: All references to the period of “90 days from the date of the applicable Terms Agreement” in Section 3(o) of the Underwriting Agreement referenced below shall be deemed to be replaced with references to the period “from the date of the applicable Terms Agreement through the applicable Closing Date”.

Other terms: The Underwritten Securities shall be in the form of Exhibit A to the Indenture.

Except as expressly provided herein, 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, Warrants, Stock Purchase Contracts, Duke Units and Debt Securities — Underwriting Agreement,” dated January 10, 2013, 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. The Applicable Time for purposes of this Terms Agreement was 3:15 p.m. (New York City time) on March 12, 2013. Notices to the Underwriters shall be directed to Xxxxx Fargo Securities, LLC, 000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, XX 00000, Attention: Transaction Management, Facsimile: 000-000-0000; Barclays Capital Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Registration, Facsimile No.: 0-000-000-0000; X.X. Xxxxxx Securities LLC at X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: High Grade Syndicate Desk, Tel: 000-000-0000, Fax: 000-000-0000; and RBC Capital Markets, LLC, Three World Financial Center, 000 Xxxxx Xxxxxx, 0^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Transaction Management Group/Xxxxx Xxxxxxxx, Facsimile No.: 0-000-000-0000.

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Very truly yours,
BARCLAYS CAPITAL INC.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Managing Director
X.X. XXXXXX SECURITIES LLC
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Executive Director
RBC CAPITAL MARKETS, LLC
By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Authorized Signatory
XXXXX FARGO SECURITIES, LLC
By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Director

SIGNATURE PAGE TO THE TERMS AGREEMENT

Accepted:
DUKE REALTY CORPORATION
By:		/s/ Xxxxxxxx X. Xxxxx
		Name:		Xxxxxxxx X. Xxxxx
		Title:		Executive Vice President and Chief Financial Officer
DUKE REALTY LIMITED PARTNERSHIP
By:		Duke Realty Corporation, its sole General Partner
By:		/s/ Xxxxxxxx X. Xxxxx
		Name:		Xxxxxxxx X. Xxxxx
		Title:		Executive Vice President and Chief Financial Officer

SIGNATURE PAGE TO THE TERMS AGREEMENT