0001104659-05-000239 Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • January 4th, 2005 • Duke Realty Corp • Real estate investment trusts • Indiana

This Contribution Agreement (“Agreement”) is made and entered into by and between Duke Realty Limited Partnership (“Partnership”), formerly known as Duke-Weeks Realty Limited Partnership, an Indiana limited partnership, Duke Management, Inc. (“Contributor”), an Indiana corporation, Duke Realty Corporation (“DRE”), an Indiana corporation, and Duke Realty Services Limited Partnership (“DRSLP”), an Indiana limited partnership, effective as of January 1, 2005 (“Effective Date”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 4th, 2005 • Duke Realty Corp • Real estate investment trusts • Indiana

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 1, 2005, by and among DUKE REALTY CORPORATION (“Buyer”), an Indiana corporation, DUKE MANAGEMENT, INC. (“DMI”), an Indiana corporation, and JOHN W. WYNNE, THOMAS L. HEFNER, DARELL E. ZINK, JR., DANIEL C. STATON, GARY A. BURK, DAVID R. MENNEL and MICHAEL COLETTA (collectively, the “Stockholders”).

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