AMENDMENT TWO TO THE 2000 PERFORMANCE SHARE PLAN OF DUKE-WEEKS REALTY CORPORATION

EXHIBIT 10.42

AMENDMENT TWO TO THE

2000 PERFORMANCE SHARE PLAN OF

DUKE-WEEKS REALTY CORPORATION

This Amendment Two to the 2000 Performance Share Plan of Duke-Weeks Realty Corporation (“Plan”) is hereby adopted this 28th day of January, 2004 by Duke Realty Limited Partnership (“Corporation”). Each capitalized term not otherwise defined herein has the meaning set forth in the Plan.

WITNESSETH:

WHEREAS, the Corporation maintains the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 4.1 of the Plan, the Board of Directors of the Corporation (“Board”) and the Executive Compensation Committee of the Board (“Committee”) have reserved the right to amend the Plan with respect to certain matters; and

WHEREAS, the Committee has determined to amend the Plan to clarify the definition of “Funds from Operations Per Share;” and

WHEREAS, the Committee