0001047469-03-001568 Sample Contracts

DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) Common Stock, Preferred Stock, Depositary Shares and Debt Securities UNDERWRITING AGREEMENT
Terms Agreement • January 16th, 2003 • Duke Realty Limited Partnership/ • Real estate • Indiana

Duke Realty Corporation (the "Company") may from time to time offer in one or more series (i) shares of Common Stock, $.01 par value (the "Common Stock"), (ii) shares of preferred stock, $.01 par value (the "Preferred Stock") and (iii) shares of Preferred Stock represented by depositary shares (the "Depositary Shares"), with an aggregate public offering price of up to $250,748,000 (or its equivalent in another currency based on the exchange rate at the time of sale). Duke Realty Limited Partnership (the "Operating Partnership") may from time to time offer in one or more series unsecured non-convertible investment grade debt securities (the "Debt Securities"), with an aggregate public offering price of up to $595,000,000 (or its equivalent in another currency based on the exchange rate at the time of sale). The Common Stock, Preferred Stock, Depositary Shares and Debt Securities (collectively, the "Securities") may be offered, separately or together, in separate series, in amounts, at p

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DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana Limited Partnership) TERMS AGREEMENT
Terms Agreement • January 16th, 2003 • Duke Realty Limited Partnership/ • Real estate

We (the "Representatives") understand that Duke Realty Limited Partnership, an Indiana limited partnership (the "Operating Partnership"), proposes to issue and sell $175,000,000 aggregate principal amount of its unsecured debt securities (the "Debt Securities") (such 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 Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names at the purchase price set forth below.

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