0001193125-09-160819 Sample Contracts

DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) Common Stock, Preferred Stock, Depositary Shares, Warrants, Stock Purchase Contracts, Duke Units and Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • July 31st, 2009 • 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”), (iii) shares of Preferred Stock represented by depositary shares (the “Depositary Shares”), (iv) warrants to purchase Common Stock, Preferred Stock and/or Depositary Shares (“Warrants”), (v) stock purchase contracts to purchase Common Stock, Preferred Stock and/or Depositary Shares (“Stock Purchase Contracts”), and (vi) units comprised of one or more of the Securities (as defined below) (“Duke Units”). 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”). The Common Stock, Preferred Stock, Depositary Shares, Warrants, Stock Purchase Contracts, Duke Units and Debt Securities (collectively, the “Securities”) may be offered, s

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THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIP
Duke Realty Limited Partnership/ • July 31st, 2009 • Real estate • Indiana

Duke Realty Corporation, an Indiana corporation and the Persons whose names are set forth on Exhibit A hereto, hereby adopt and agree as provided in the following Third Amended and Restated Agreement of Limited Partnership (the “Agreement”).

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