AMENDMENT FIVE TO THE 1995 SHAREHOLDER VALUE PLAN OF DUKE REALTY SERVICES LIMITED PARTNERSHIP

EXHIBIT 10.2

AMENDMENT FIVE TO THE
1995 SHAREHOLDER VALUE PLAN OF
DUKE REALTY SERVICES LIMITED PARTNERSHIP

This Amendment Five to the 1995 Shareholder Value Plan of Duke Realty Services Limited Partnership, as heretofore amended (the “Plan”), is hereby adopted this 26th day of October, 2005, by Duke Realty Services Limited Partnership (the “Partnership”).  Each capitalized term not otherwise defined herein has the meaning set forth in the Plan.

WITNESSETH:

WHEREAS, the Partnership adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 5.1 of the Plan, the Board of Directors or the Committee has the right to amend the Plan with respect to certain matters; and

WHEREAS, the Board of Directors has determined that no further awards will be made under the Plan from and after April 27, 2005; and

WHEREAS, the Committee has approved and authorized this Amendment Five to the Plan;

NOW, THEREFORE, pursuant to the authority reserved to the Committee under Section 5.1 o