FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIP

Exhibit P

                Series J Preferred Units .  Pursuant to the authority granted under Section 4.02(a) of the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (the “Partnership Agreement”), the General Partner hereby establishes a series of Preferred Units designated the 6.625% Series J Cumulative Redeemable Preferred Units (liquidation preference $250.00 per unit) (the “Series J Preferred Units”) on the terms set forth in this Exhibit P. Capitalized terms used herein without definition have the meanings given to them in the Partnership Agreement.

                (a)           Number .  The number of authorized units of the Series J Preferred Units shall be 460,000 and shall at all times be equal to the number of 6.625% Series J Cumulative Redeemable Preferred Shares (“Series J Preferred Shares”) issued by the General Partner and then outstanding. Series J Preferred Units shall be issued only to and held only by the General Partner.

                (b)           Relative Seniority .  In respect of rights to receive Distributions and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Partnership, the Series J Preferred Units shall rank (i) on a parity with any class or series of Units of the Partnership (“Parity Units”) as to the payment of Distributions and as to the distribution of assets upon liquidation, dissolution or winding up (whether or not the Distribution rates, Distribution payment dates or redemption or liquidation prices per unit thereof are different from those of the Series J Preferred Units) if the holders of such class or series of Units and Series J Preferred Units shall be entitled to the receipt of Distributions and of amounts distributable upon liquidation, dissolution or winding up (taking into account the effects of allocations of Profits, Losses and other items) in proportion to their respective amounts of accrued and unpaid Distributions per unit or liquidation preferences without preference or priority one over the other, (ii) senior to any class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series J Preferred Units (collectively, “Junior Units”) and (iii) senior to the Common Units and any other class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series J Preferred Units (collectively, “Fully Junior Units”). Nothing contained in Section 4.06 of the Partnership Agreement or this Exhibit P shall prohibit the Partnership from issuing additional Units that are Parity Units with the Series J Preferred Units.

                (c)           Distributions .

                                (1)           The General Partner, as holder of the then outstanding Series J Preferred Units, shall be entitled to receive, when and as declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 6.625% of the liquidation preference per unit per year, payable quarterly in equal amounts of $4.140625 per unit in cash on the last calendar day of each February, May, August and November or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a

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“Distribution Period”), provided, however, that the first Distribution on the Series J Preferred Units will be paid on December 1, 2003. Distributions shall be payable to the General Partner, as holder of the Series J Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership for the payment of Distributions that is not more than 30 nor less than 10 days prior to such Quarterly Distribution Date. The amount of any Distribution payable for any partial Distribution Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions on each Series J Preferred Unit shall accrue and be cumulative from and including the date of original issue thereof whether or not (i) there are funds legally available for the payment of such Distributions or (ii) such Distributions are authorized. Distributions paid on the Series J Preferred Units in an amount less than the total amount of such Distributi