UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2006

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to .

Commission File Number: 0-20625

DUKE REALTY LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)

Indiana		35-1898425
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

600 East 96 th Street, Suite 100
Indianapolis, Indiana		46240
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (317) 808-6000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of Limited Partner Units held by non-affiliates of the Registrant is $464.5 million based on the last reported sale price of the common shares of Duke Realty Corporation into which Limited Partner Units are exchangeable on June 30, 2006.

The aggregate number of Limited Partnership Units outstanding as of February 28, 2007 was 146,677,176.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s General Partner’s Definitive Proxy Statement for its 2007 Annual Meeting of Shareholders (the “Proxy Statement”) to be filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended, are incorporated by reference into this Form 10-K. Other than those portions of the Proxy Statement specifically incorporated by reference pursuant to Items 10 through 14 of Part III hereof, no other portions of the Proxy Statement shall be deemed so incorporated.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in or incorporated by reference into this Report, including, without limitation, those related to our future operations, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. The words “believe”, “estimate”, “expect”, “anticipate”, “intend”, “plan”, “seek”, “may” and similar expressions or statements regarding future periods are intended to identify forward-looking statements.

These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Report or in the information incorporated by reference into this Report. Some of the risks, uncertainties and other important factors that may affect future results include, among others:

· Changes in general economic and business conditions, including performance of financial markets;

· The General Partner’s continued qualification as a REIT;

· Heightened competition for tenants and potential decreases in property occupancy;

· Potential increases in real estate construction costs;

· Potential changes in the financial markets and interest rates;

· Our continuing ability to favorably raise funds through the issuance of debt and equity in the capital markets;

· Our ability to successfully identify, acquire, develop and/or manage properties on terms that are favorable to us;

· Our ability to successfully dispose of properties on terms that are favorable to us;

· Inherent risks in the real estate business including tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments; and

· Other risks and uncertainties described or incorporated by reference herein, including, without limitation, those risks and uncertainties discussed from time to time in the Partnership’s and the General Partner’s other reports and other public filings with the SEC.

This list of risks and uncertainties, however, is only a summary of some of the most important factors and is not intended to be exhaustive. Additional information regarding risk factors that may affect us is included under the caption “Risk Factors” in this Report, and is updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that we make with the SEC.

Although we presently believe that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable, all forward-looking statements are inherently uncertain, and subject to change, as they involve substantial risks and uncertainties beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as required by law.

PART I

Item 1. Business

Background

The Partnership was formed on October 4, 1993, when Duke Realty Corporation (the “General Partner”) contributed all of its properties and related assets and liabilities, along with the net proceeds of $309.2 million from the issuance of an additional 14,000,833 shares to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial real estate firm operating in the Midwest. The General Partner was formed in 1985 and qualifies as a Real Estate Investment Trust (“REIT”) under provisions of the Internal Revenue Code. The General Partner is the sole general partner of the Partnership, owning 91.5% of the common Partnership interest as of December 31, 2006 (“General Partner Units”). The remaining 8.5% of the Partnership’s common interest is owned by limited partners (“Limited Partner Units” and, together with the General Partner Units, the “Common Units”). The Limited Partner Units are exchangeable for shares of the General Partner’s common stock on a one-for-one basis subject generally to a one-year holding period, or under certain circumstances, the General Partner may repurchase the Limited Partner Units for cash. The General Partner also owns preferred partnership interests in the Partnership (“Preferred Units”). As of December 31, 2006, our diversified portfolio of 721 rental properties (including 28 properties totaling approximately 4.5 million square feet under development) encompassed approximately 113.8 million rentable square feet and are leased by a diverse and stable base of more than 3,500 tenants whose businesses include manufacturing, retailing, wholesale trade, distribution and professional services. We also own or control more than 6,400 acres of unencumbered land ready for development.

Through our Service Operations, we provide, on a fee basis, leasing, property and asset management, development, construction, build-to-suit and other tenant-related services. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data” for financial information. Our Rental Operations are conducted through Duke Realty Limited Partnership (“DRLP”). In addition, we conduct our Service Operations through Duke Realty Services LLC, Duke Realty Services Limited Partnership and Duke Construction Limited Partnership. In this Form 10-K Report, the terms “we,” “us” and “our” refer to Duke Realty Limited Partnership and subsidiaries (the “ Partnership”) and those entities owned or controlled by the Partnership.

Our headquarters and executive offices are located in Indianapolis, Indiana. In addition, we have 16 regional offices located in Alexandria, Virginia; Atlanta, Georgia; Cincinnati, Ohio; Columbus, Ohio; Cleveland, Ohio; Chicago, Illinois; Dallas, Texas; Houston, Texas; Minneapolis, Minnesota; Nashville, Tennessee; Orlando, Florida; Phoenix, Arizona; Raleigh, North Carolina; St. Louis, Missouri; Tampa, Florida; and Weston, Florida. We had approximately 1,250 employees as of December 31, 2006.

Business Strategy

Our business objective is to increase Funds From Operations (“FFO”) by (i) maintaining and increasing property occupancy and rental rates through the management of our portfolio of existing properties; (ii) developing and acquiring new properties for rental operations in our existing markets; (iii) expanding geographically by acquiring and developing properties in new markets; (iv) using our construction expertise to act as a general contractor in our existing markets and other domestic markets on a fee basis; (v) developing properties in our existing markets and other markets which we will sell through our merchant building development program and (vi) providing a full line of real estate services to our tenants and to third parties. FFO is used by industry analysts and investors as a supplemental operating performance measure of an equity REIT like our General Partner. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from net income determined in accordance with United States generally

accepted accounting principles (“GAAP”). FFO is a non-GAAP financial measure developed by NAREIT to compare the operating performance of REITs. The most comparable GAAP measure is net income (loss). FFO should not be considered as a substitute for net income or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other companies.

Management believes that the use of FFO, combined with the required primary GAAP presentations, has improved the understanding of operating results of REITs among the investing public and has made comparisons of REIT operating results more meaningful. Management considers FFO to be a useful measure for reviewing comparative operating and financial performance (although FFO should be reviewed in conjunction with net income which remains the primary measure of performance) because, by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO assists in comparing the operating performance of our real estate between periods or as compared to different companies.

As a fully integrated commercial real estate firm, we provide in-house leasing, management, development and construction services which, coupled with our significant base of commercially zoned and unencumbered land in existing business parks, should give us a competitive advantage both as a real estate operator and in future development activities.

We believe that the management of real estate opportunities and risks can be done most effectively at regional or local levels. As a result, we intend to continue our emphasis on increasing our market share and effective rents in the primary markets where we own properties. We also expect to utilize approximately 6,400 acres of unencumbered land and our many business relationships with our 3,500 commercial tenants to expand our build-to-suit business (development projects substantially pre-leased to a single tenant) and to pursue other development and acquisition opportunities in our primary markets. We believe that this regional focus will allow us to assess market supply and demand for real estate more effectively as well as to capitalize on the strong relationships with our tenant base. In addition, we seek to further capitalize on strong customer relationships to provide third-party construction and build-for-sale services outside our primary markets and to expand into high growth and seaport markets across the United States.

Our strategy is to seek to develop and acquire primarily Class A commercial properties located in markets with high growth potential for large national and international companies and other quality regional and local firms. Our industrial and suburban office development focuses on business parks and mixed-use developments suitable for multiple projects on a single site where we can create and control the business environment. These business parks and mixed-use developments often include restaurants and other amenities, which we believe will create an atmosphere that is particularly efficient and desirable. Our retail development focuses on lifestyle, community and neighborhood centers in our existing markets and is developed primarily for held-for-sale opportunities. As a fully integrated real estate company, we are able to arrange for or provide to our industrial, office, medical and retail customers not only well located and well maintained facilities, but also additional services such as build-to-suit construction, tenant finish construction, and expansion flexibility.

All of our properties are located in areas that include competitive properties. Institutional investors, other REITs or local real estate operators generally own such properties; however, no single competitor or small group of competitors is dominant in our current markets. The supply and demand of similar available rental properties may affect the rental rates we will receive on our properties.

Financing Strategy

We seek to maintain a well-balanced, conservative and flexible capital structure by: (i) extending and sequencing the maturity dates of debt; (ii) borrowing primarily at fixed rates by targeting a variable rate component of total debt less than 20%; (iii) pursuing current and future long-term debt financings and refinancing on an unsecured basis; (iv) maintaining conservative debt service and fixed charge coverage ratios; and (v) issuing attractively priced perpetual preferred equity for 5-10% of our total capital structure.

Management believes that these strategies have enabled and should continue to enable us to favorably access capital markets for our long-term requirements such as debt refinancing and financing development and acquisitions of additional rental properties. In addition, as discussed under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we have a $1.0 billion unsecured line of credit available for short-term fundings of development and acquisition of additional rental properties. Further, we pursue favorable opportunities to dispose of assets that no longer meet our long-term investment criteria and recycle the proceeds into new investments that we believe have excellent long-term growth prospects. Our debt to total market capitalization ratio (total market capitalization is defined as the total market value of all outstanding common units and preferred equity plus outstanding indebtedness) at December 31, 2006 was 37.4%. Our ratio of earnings to debt service and ratio of earnings to fixed charges for the year ended December 31, 2006 were 1.54x and 1.59x, respectively. In computing the ratio of earnings to debt service, earnings have been calculated by adding interest expense (excluding amortization of debt issuance costs) to income from continuing operations, less preferred distributions. Debt service consists of interest expense and recurring principal amortization (excluding maturities) and excludes amortization of debt issuance costs. In computing the ratio of earnings to fixed charges, earnings have been calculated by adding interest expense to income from continuing operations. Fixed charges consist of interest costs, whether expensed or capitalized, the interest component of rental expense and amortization of debt issuance costs.

Corporate Governance

As a limited partnership that has one general partner owning over 90% of the Partnership’s common interest, the governance of the Partnership is necessarily linked to the corporate governance of the General Partner. The General Partner has and continues to be a leader in issues important to investors such as disclosure and corporate governance initiatives. Summarized below are the highlights of the General Partner’s Corporate Governance initiatives.

Board Composition

· The General Partner’s Board is controlled by supermajority (91.7%) of Independent Directors as of January 25, 2006 and thereafter

Board Committees

· The General Partner’s Board Committee members are all Independent Directors

Lead Director

· The Chairman of the Corporate Governance Committee serves as Lead Director of the General Partner’s Independent Directors

Board Policies

· No Shareholder Rights Plan (Poison Pill)

· Code of Conduct applies to all Directors of the General Partner and employees, including the Chief Executive Officer and senior financial officers; waivers require the vote of the General Partner’s Independent Directors

· Effective orientation program for new Directors of the General Partner

· Independence of Directors of the General Partner is reviewed annually

· Independent Directors of the General Partner meet at least quarterly in executive session

· Independent Directors of the General Partner receive no compensation from the General Partner or Partnership other than as Directors

· Equity-based compensation plans require the General Partner’s shareholder approval

· Board effectiveness and performance is reviewed annually by the General Partner’s Corporate Governance Committee

· The General Partner’s Corporate Governance Committee conducts an annual review of the General Partner’s Chief Executive Officer succession plan

· Independent Directors of the General Partner and all Board Committees may retain outside advisors, as they deem appropriate

· Policy governing retirement age for Directors of the General Partner

· Outstanding stock options of the General Partner may not be repriced

· Directors of the General Partner required to offer resignation upon job change

· Majority voting for election of Directors of the General Partner

Ownership

· Minimum Stock Ownership Guidelines apply to all Directors and Executive Officers of the General Partner

The General Partner’s Code of Conduct (which applies to all Directors of the General Partner and employees, including the Chief Executive Officer and senior financial officers) and the Corporate Governance Guidelines are available in the investor information/corporate governance section of the General Partner’s website at www.dukerealty.com. A copy of these documents may also be obtained without charge by writing to Duke Realty Corporation, 600 East 96th Street, Suite 100, Indianapolis, Indiana 46240, Attention: Investor Relations.

Other

For additional information regarding our investments and operations, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data.” For additional information about our business segments, see Item 8, “Financial Statements and Supplementary Data.”

Available Information and Exchange Certifications

In addition to this Annual Report, we file quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). All documents that are filed with the SEC are available free of charge on the General Partner’s corporate website at www.dukerealty.com. You may also read and copy any document filed at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 25049. Please call the SEC at (800) SEC-0330 for further information about the public reference facilities. These documents also may be accessed through the

SEC’s electronic data gathering, analysis and retrieval system (“EDGAR”) via electronic means, including the SEC’s home page on the Internet (http://www.sec.gov). In addition, since some of the General Partner’s securities are listed on the New York Stock Exchange (“NYSE”), you may read SEC filings at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The NYSE requires that the Chief Executive Officer of each listed company certify annually to the NYSE that he or she is not aware of any violation by the company of NYSE corporate governance listing standards as of the date of such certification. The General Partner submitted the certification of its Chairman and Chief Executive Officer, Dennis D. Oklak, with its 2006 Annual Written Affirmation to the NYSE on May 8, 2006.

The General Partner included the certifications of its Chief Executive Officer and its Chief Financial Officer required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and related rules, relating to the quality of the General Partner’s public disclosure, in this report as Exhibits 31.1, 31.2, 32.1 and 32.2.

Item 1A. Risk Factors

Our operations involve various risks that could adversely affect our financial condition, results of operations, cash flows, ability to pay distribution on our common units and the market price of our common units. In addition to the other information contained in this Annual Report, you should carefully consider the following risk factors in evaluating an investment in our securities.

If the General Partner were to cease to qualify as a real estate investment trust, the General Partner and its shareholders would lose significant tax benefits.

The General Partner intends to continue to operate so as to qualify as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification as a REIT provides significant tax advantages to the General Partner and its shareholders. However, in order for the General Partner to continue to qualify as a REIT, it must satisfy numerous requirements established under highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. Satisfaction of these requirements also depends on various factual circumstances not entirely within the General Partner’s control. The fact that the General Partner holds its assets through us further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize the General Partner’s REIT status. Although the General Partner believes that it can continue to operate so as to qualify as a REIT, we cannot offer any assurance that it can continue to do so or that legislation, new regulations, administrative interpretations or court decisions will not significantly change the qualification requirements or the federal income tax consequences of qualification. If the General Partner were to fail to qualify as a REIT in any taxable year, it would have the following effects:

· The General Partner would not be allowed a deduction for distributions to its shareholders and would be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate rates;

· Unless the General Partner was entitled to relief under certain statutory provisions, it would be disqualified from treatment as a REIT for the four taxable years following the year during which it ceased to qualify as a REIT;

· The General Partner’s net earnings available for investment or distribution to its shareholders would decrease due to the additional tax liability for the year or years involved; and

· The General Partner would no longer be required to make any distributions to shareholders in order to qualify as a REIT.

As such, the General Partner’s failure to qualify as a REIT would likely have a significant adverse effect on the value of our securities.

Real estate investment trust distribution requirements limit the amount of cash we will have available for other business purposes, including amounts that we need to fund our future growth.

To maintain its qualification as a REIT under the Code, the General Partner must annually distribute to its shareholders at least 90% of its ordinary taxable income, excluding net capital gains. The General Partner intends to continue to make distributions to its shareholders to comply with the 90% distribution requirement. However, this requirement limits the General Partner’s ability to accumulate capital for use for other business purposes. If the General Partner does not have sufficient cash or other liquid assets to meet the distribution requirements, it may have to borrow funds or sell properties on adverse terms in order to meet the distribution requirements. If the General Partner fails to make a required distribution, it would cease to qualify as a REIT.

U.S. federal income tax developments could affect the desirability of investing in the General Partner for individual taxpayers.

In May 2003, federal legislation was enacted that reduced the maximum tax rate for dividends payable to individual taxpayers generally from 38.6% to 15% (from January 1, 2003 through 2008). However, dividends payable by REITs are not eligible for this treatment, except in limited circumstances. Although this legislation did not have a direct adverse effect on the taxation of REITs or dividends paid by REITs, the more favorable treatment for non-REIT dividends could cause individual investors to consider investments in non-REIT corporations as more attractive relative to an investment in the General Partner as a REIT.

U.S. federal income tax treatment of REITs and investments in REITs may change, which may result in the loss of the General Partner’s tax benefits of operating as a REIT.

The present U.S. federal income tax treatment of a REIT and an investment in a REIT may be modified by legislative, judicial or administrative action at any time. Revisions in U.S. federal income tax laws and interpretations of these laws could adversely affect us and the General Partner and the tax consequences of an investment in the General Partner’s common shares.

Our net earnings available for investment or distribution to unitholders could decrease as a result of factors outside of our control.

Our business is subject to the risks incident to the ownership and operation of commercial real estate, many of which involve circumstances not within our control. Such risks include the following:

· Changes in the general economic climate;

· Increases in interest rates;

· Local conditions such as oversupply of property or a reduction in demand;

· Competition for tenants;

· Changes in market rental rates;

· Oversupply or reduced demand for space in the areas where our properties are located;

· Delay or inability to collect rent from tenants who are bankrupt, insolvent or otherwise unwilling or unable to pay;

· Difficulty in leasing or re-leasing space quickly or on favorable terms;

· Costs associated with periodically renovating, repairing and reletting rental space;

· Our ability to provide adequate maintenance and insurance on our properties;

· Our ability to control variable operating costs;

· Changes in government regulations;

· Changes in interest rate levels;

· The availability of financing on favorable terms; and

· Potential liability under, and changes in, environmental, zoning, tax and other laws.

Further, a significant portion of our costs, such as real estate taxes, insurance and maintenance costs and our debt service payments, are generally not reduced when circumstances cause a decrease in cash flow from our properties.

Many real estate costs are fixed, even if income from properties decreases.

Our financial results depend on leasing space in our real estate to tenants on terms favorable to us. Our income and funds available for distribution to our unitholders will decrease if a significant number of our tenants cannot pay their rent or we are unable to lease properties on favorable terms. In addition, if a tenant does not pay its rent, we may not be able to enforce our rights as landlord without delays and we may incur substantial legal costs. Costs associated with real estate investment, such as real estate taxes and maintenance costs, generally are not reduced when circumstances cause a reduction in income from the investment.

Our real estate development activities are subject to risks particular to development.

We intend to continue to pursue development activities as opportunities arise. These development activities generally require various government and other approvals. We may not receive the necessary approvals. We are subject to the risks associated with development activities. These risks include:

· Unsuccessful development opportunities could result in direct expenses to us;

· Construction costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or possibly unprofitable;

· Time required to complete the construction of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;

· Occupancy rates and rents of a completed project may not be sufficient to make the project profitable; and

· Favorable sources to fund our development activities may not be available.

We are exposed to risks associated with entering new markets.

We consider entering new markets from time to time. The construction and/or acquisition of properties in new markets involves risks, including the risk that the property will not perform as anticipated and the risk that any actual costs for rehabilitation, repositioning, renovation and improvements identified in the pre-construction or pre-acquisition due diligence process will exceed estimates. There is, and it is expected that there will continue to be, significant competition for investment opportunities that meet our investment criteria as well as risks associated with obtaining financing for acquisition activities, if necessary.

We may be unsuccessful in operating completed real estate projects.

We face the risk that the real estate projects we develop or acquire will not perform in accordance with our expectations. This risk exists because of factors such as the following:

· Prices paid for acquired facilities are based upon a series of market judgments; and

· Costs of any improvements required to bring an acquired facility up to standards to establish the market position intended for that facility might exceed budgeted costs.

Further, we can give no assurance that acquisition targets meeting our guidelines for quality and yield will be available when we seek them.

We are exposed to the risks of defaults by tenants.

Any of our tenants may experience a downturn in their businesses that may weaken their financial condition. In the event of default or the insolvency of a significant number of our tenants, we may experience a substantial loss of rental revenue and/or delays in collecting rent and incur substantial costs in enforcing our rights as landlord. If a tenant files for bankruptcy protection, a court could allow the tenant to reject and terminate its lease with us. Our income and distributable cash flow would be adversely affected if a significant number of our tenants became unable to meet their obligations to us, became insolvent or declared bankruptcy.

We may be unable to renew leases or relet space.

When our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space. Even if our tenants do renew or we are able to relet the space, the terms of renewal or reletting (including the cost of renovations, if necessary) may be less favorable than current lease terms. If we are unable to promptly renew the leases or relet the space, or if the rental rates upon such renewal or reletting are significantly lower than current rates, then our income and distributable cash flow would be adversely affected, especially if we were unable to lease a significant amount of the space vacated by tenants in our properties.

Our insurance coverage on our properties may be inadequate.

We maintain comprehensive insurance on each of our facilities, including property, liability, fire, flood and extended coverage. We believe this coverage is of the type and amount customarily obtained for real property. However, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods or acts of war or terrorism that may be uninsurable or not economically insurable. We use our discretion when determining amounts, coverage limits and deductibles for insurance. These terms are determined based on retaining an acceptable level of risk at a reasonable cost. This may result in insurance coverage that in the event of a substantial loss would not be sufficient to pay the full current market value or current replacement cost of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also may make it unfeasible to use insurance proceeds to replace a facility after it has been damaged or destroyed. Under such circumstances, the insurance proceeds we receive may not be adequate to restore our economic position in a property. If an insured loss occurred, we could lose both our investment in and anticipated profits and cash flow from a property, and we would continue to be obligated on any mortgage indebtedness or other obligations related to the property. Although we believe our insurance is with highly rated providers, we are also subject to the risk that such providers may be unwilling or unable to pay our claims when made.

Acquired properties may expose us to unknown liability.

From time to time, we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow. Unknown liabilities with respect to acquired properties might include:

· liabilities for clean-up of undisclosed environmental contamination;

· claims by tenants, vendors or other persons against the former owners of the properties;

· liabilities incurred in the ordinary course of business; and

· claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

We could be exposed to significant environmental liabilities as a result of conditions of which we currently are not aware.

As an owner and operator of real property, we may be liable under various federal, state and local laws for the costs of removal or remediation of certain hazardous substances released on or in our property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous substances. In addition, we could have greater difficulty in selling real estate on which hazardous substances were present or in obtaining borrowings using such real estate as collateral. It is our general policy to have Phase I environmental audits performed for all of our properties and land by qualified environmental consultants. These Phase I environmental audits have not revealed any environmental liability that would have a material adverse effect on our business. However, a Phase I environmental audit does not involve invasive procedures such as soil sampling or ground water analysis,

and we cannot be sure that the Phase I environmental audits did not fail to reveal a significant environmental liability or that a prior owner did not create a material environmental condition on our properties or land which has not yet been discovered. We could also incur environmental liability as a result of future uses or conditions of such real estate or changes in applicable environmental laws.

Certain of the General Partner’s officers hold units in the Partnership and may not have the same interests as the General Partner’s shareholders with regard to certain tax matters.

Certain of the General Partner’s officers own Limited Partnership Units in the Partnership. Owners of limited partnership units may suffer adverse tax consequences upon the sale of certain of our properties, the refinancing of debt related to those properties or in the event we are the subject of a tender offer or merger. As such, owners of Limited Partnership Units, including certain of the General Partner’s officers, may have different objectives regarding the appropriateness of the pricing and timing of these transactions. Though the General Partner is the sole general partner of the Partnership and has the exclusive authority to sell all of our wholly-owned properties or to refinance such properties, officers who hold Limited Partnership Units may influence us not to sell or refinance certain properties even if such sale may be financially advantageous to the General Partner’s shareholders. Adverse tax consequences may also influence the decisions of these officers in the event we are the subject of a tender offer or merger.

We do not have exclusive control over our joint venture investments.

We have interests in joint ventures and partnerships and may in the future conduct business through joint ventures and partnerships. These investments involve risks that are not present in our wholly-owned projects. For example, co-investors or partners may become bankrupt or have business interests or goals inconsistent with ours. Further, our co-investors or partners may be in a position to take action contrary to our instructions and our interests, including action that may jeopardize the General Partner’s qualification as a REIT.

Our use of debt financing could have a material adverse effect on our financial condition.

We are subject to the risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required principal and interest payments and the risk that we will be unable to refinance our existing indebtedness, or that the terms of such refinancing will not be as favorable as the terms of our existing indebtedness. If our debt cannot be paid, refinanced or extended, we may not be able to make distributions to unitholders at expected levels or at all. Further, if prevailing interest rates or other factors at the time of a refinancing result in higher interest rates or other restrictive financial covenants upon the refinancing, then such refinancing would adversely affect our cash flow and funds available for operation, development and distribution. We are also subject to financial covenants under our existing debt instruments. Should we fail to comply with the covenants in our existing debt instruments, then we would not only be in breach under the applicable debt instruments but we would also likely be unable to borrow any further amounts under these instruments, which could adversely affect our ability to fund operations. We also have incurred and may incur in the future indebtedness that bears interest at variable rates. Thus, as market interest rates increase, so will our debt expense, affecting our cash flow and our ability to make distributions to unitholders.

We are subject to various financial covenants under existing credit agreements.

The terms of our various credit agreements and other indebtedness require that we comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations. If we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable cash flow would be adversely affected.

We are subject to certain provisions that could discourage change-of-control transactions, which may reduce the likelihood of the General Partner’s shareholders receiving a control premium for their shares.

Indiana anti-takeover legislation and certain provisions in our governing documents, as we discuss below, may discourage potential acquirers from pursuing a change-of-control transaction with us. As a result, the General Partner’s shareholders may be less likely to receive a control premium for their shares.

Unissued Preferred Stock. the General Partner’s charter permits its board of directors to classify unissued preferred stock by setting the rights and preferences of the shares at the time of issuance. This power enables the General Partner’s board to adopt a shareholder rights plan, also known as a poison pill. Although the General Partner has repealed its previously existing poison pill and its current board of directors has adopted a policy not to issue preferred stock as an anti-takeover measure, the General Partner’s board can change this policy at any time. The adoption of a poison pill would discourage a potential bidder from acquiring a significant position at the General Partner without the approval of its board.

Business-Combination Provisions of Indiana Law. We have not opted out of the business-combination provisions of the Indiana Business Corporation Law. As a result, potential bidders may have to negotiate with the General Partner’s board of directors before acquiring 10% of its stock. Without securing board approval of the proposed business combination before crossing the 10% ownership threshold, a bidder would not be permitted to complete a business combination for five years after becoming a 10% shareholder. Even after the five-year period, a business combination with the significant shareholder would require a “fair price” as defined in the Indiana Business Corporation Law or the approval of a majority of the disinterested shareholders.

Control-Share-Acquisition Provisions of Indiana Law. We have not opted out of the provisions of the Indiana Business Corporation Law regarding acquisitions of control shares. Therefore, those who acquire a significant block (at least 20%) of the General Partner’s shares may only vote a portion of their shares unless our other shareholders vote to accord full voting rights to the acquiring person. Moreover, if the other shareholders vote to give full voting rights with respect to the control shares and the acquiring person has acquired a majority of the General Partner’s outstanding shares, the other shareholders would be entitled to special dissenters’ rights.

Supermajority Voting Provisions. The General Partner’s charter prohibits business combinations or significant disposition transactions with a holder of 10% of its shares unless:

· The holders of 80% of the General Partner’s outstanding shares of capital stock approve the transaction;

· The transaction has been approved by three-fourths of those directors who served on the General Partner’s board before the shareholder became a 10% owner; or

· The significant shareholder complies with the “fair price” provisions of the General Partner’s charter.

Among the transactions with large shareholders requiring the supermajority shareholder approval are dispositions of assets with a value of $1,000,000 and business combinations.

Partnership Provisions. The limited partnership agreement of the Partnership contains provisions that could discourage change-of-control transactions, including a requirement that holders of at least 90% of the outstanding partnership units held by us and other unit holders approve:

· Any voluntary sale, exchange, merger, consolidation or other disposition of all or substantially all of the assets of the Partnership in one or more transactions other than a disposition occurring upon a financing or refinancing of the Partnership;

· The General Partner’s merger, consolidation or other business combination with another entity unless after the transaction substantially all of the assets of the surviving entity are contributed to the Partnership in exchange for units;

· The General Partner’s transfer of its interests in the Partnership other than to one of our wholly owned subsidiaries; and

· Any reclassification or recapitalization or change of outstanding shares of the General Partner’s common stock other than certain changes in par value, stock splits, stock dividends or combinations.

We are dependent on key personnel.

The General Partner’s executive officers and other senior officers have a significant role in the success of the Partnership. Our ability to retain our management group or to attract suitable replacements should any members of the management group leave the General Partner is dependent on the competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability could adversely impact our financial condition and cash flow. Further, such a loss could be negatively perceived in the capital markets.

Item 1B. Unresolved Staff Comments

The Partnership has no unresolved comments with the SEC staff regarding its periodic or current reports under the Exchange Act.

Item 2. Properties

Product Review

As of December 31, 2006, we own an interest in a diversified portfolio of 721 commercial properties encompassing approximately 113.8 million net rentable square feet (including 28 properties comprising 4.5 million square feet under development) and more than 6,400 acres of land for future development.

Industrial Properties: We own interests in 421 industrial properties encompassing approximately 79.2 million square feet (70% of total square feet) more specifically described as follows:

· Bulk Warehouses – Industrial warehouse/distribution buildings with clear ceiling heights of 20 feet or more. We own 344 buildings totaling more than 74.0 million square feet of such properties.

· Service Center/Other Properties – Also known as flex buildings or light industrial, this product type has 12-18 foot clear ceiling heights and a combination of drive-up and dock-height loading access. We own 77 buildings totaling approximately 5.2 million square feet of such properties.

Office Properties: We own interests in 300 office buildings totaling approximately 34.6 million square feet (30% of total square feet). These properties include primarily suburban office properties.

Land: We own or control approximately 6,400 acres of land located primarily in existing business parks. The land is ready for immediate use and is unencumbered. More than 93 million square feet of additional space can be developed on these sites and substantially all of the land is zoned for either office, industrial or retail development.

Service Operations: We provide property and asset management, development, leasing and construction services to third party owners in addition to our own properties.

Property Descriptions

The following schedule represents the geographic highlights of properties in our primary markets.

Duke Realty Limited Partnership

Geographic Highlights

In Service Properties as of December 31, 2006

	Square Feet (1)									Percent of
								Annual Net		Annual Net
	Industrial					Percent of		Effective		Effective
	Service Center	Bulk Distribution	Suburban Office	Other	Overall	Overall		Rent (2)		Rent
Primary Market

Indianapolis	1,400,105	16,976,763	3,178,369	-	21,555,237	19.73%	$		81,476,319	13.11	%
Cincinnati	239,200	9,600,072	4,701,576	566,316	15,107,164	13.82%			77,335,808	12.45	%
Atlanta	-	8,314,475	4,000,580	25,881	12,340,936	11.29%			64,206,858	10.33	%
St. Louis	1,223,194	2,907,640	3,467,455	-	7,598,289	6.95%			61,552,354	9.91	%
Chicago	164,685	5,386,585	2,856,179	18,370	8,425,819	7.71%			58,969,251	9.49	%
Columbus	-	3,561,480	3,390,451	-	6,951,931	6.36%			49,488,027	7.96	%
Raleigh	575,008	1,531,214	2,293,857	-	4,400,079	4.03%			39,214,220	6.31	%
Washington DC	-	654,918	2,265,040	-	2,919,958	2.67%			30,789,972	4.95	%
Minneapolis	259,185	3,518,328	805,889	-	4,583,402	4.19%			27,678,796	4.45	%
Central Florida	-	2,626,631	1,268,476	-	3,895,107	3.56%			26,827,186	4.32	%
Cleveland	-	-	2,218,660	-	2,218,660	2.03%			25,907,783	4.17	%
Nashville	230,523	2,959,887	1,004,263	-	4,194,673	3.84%			25,620,898	4.12	%
Dallas	470,754	8,128,884	152,000	-	8,751,638	8.01%			22,450,067	3.61	%
Savannah	-	5,140,388	-	-	5,140,388	4.70%			16,998,379	2.74	%
South Florida	-	-	773,923	-	773,923	0.71%			12,336,028	1.99	%
Others (3)	-	436,139	-	-	436,139	0.40%			557,916	0.09	%

Total	4,562,654	71,743,404	32,376,718	610,567	109,293,343	100.00%	$		621,409,862	100.00	%
	4.17%	65.64%	29.62%	0.56%	100.00%

	Occupancy %
	Industrial		Suburban
	Service Center	Bulk Distribution	Office	Other	Overall
Primary Market

Indianapolis	89.72%	94.48%	92.79%	-	93.92%
Cincinnati	89.02%	93.07%	91.49%	99.29%	92.75%
Atlanta	-	82.55%	86.56%	100.00%	83.88%
St. Louis	94.30%	91.45%	93.15%	-	92.69%
Chicago	100.00%	96.36%	95.43%	91.04%	96.10%
Columbus	-	100.00%	94.96%	-	97.54%
Raleigh	85.93%	100.00%	96.60%	-	96.39%
Washington DC	-	100.00%	95.53%	-	96.53%
Minneapolis	82.63%	96.26%	89.30%	-	94.27%
Central Florida	-	96.22%	94.54%	-	95.67%
Cleveland	-	-	85.11%	-	85.11%
Nashville	96.48%	67.60%	85.93%	-	73.57%
Dallas	98.34%	97.73%	100.00%	-	97.80%
Savannah	-	100.00%	-	-	100.00%
South Florida	-	-	96.41%	-	96.41%
Others (3)	-	100.00%	-	-	100.00%

Total	91.63%	93.21%	92.15%	99.08%	92.86%

(1) Includes all wholly owned and joint venture projects shown at 100% as of report date.

(2) Represents the average annual rental property revenue due from tenants in occupancy as of the date of this report, excluding additional rent due as operating expense reimbursements, landlord allowances for operating expenses and percentage rents. Joint Venture properties are shown at the Partnership's ownership percentage.

(3) Represents properties not located in the Partnership's primary markets. These properties are located in similar midwest or southeast markets.

Note: Excludes buildings that are in the held for sale portfolio.

Item 3. Legal Proceedings

We are not subject to any material pending legal proceedings, other than ordinary routine litigation arising in the ordinary course of business. Our management expects that these ordinary routine legal proceedings will be covered by insurance and does not expect these legal proceedings to have a material adverse effect on our financial condition, results of operations, or liquidity.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders of the General Partner during the quarter ended December 31, 2006.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There is no established trading market for the Common Units. The following table sets forth the cash distributions paid during each quarter. As of February 20, 2007, there were 172 record holders of Common Units.

	2006 Distributions	2005 Distributions
Quarter Ended	Per Common Unit	Per Common Unit

December 31	$.475	$.470
September 30	$.475	$.470
June 30	$.470	$.465
March 31	$.470	$.465

On January 31, 2007, the General Partner declared a quarterly cash dividend of $0.475 per Common Unit, payable on February 28, 2007, to Common Unitholders of record on February 14, 2007.

Securities Authorized for Issuance Under Equity Compensation Plans

The information required by this Item concerning securities authorized for issuance under the General Partner’s equity compensation plans is set forth or incorporated herein by reference to Part III, Item 12 of this Annual Report.

Sales of Unregistered Securities

The General Partner did not sell any of its securities during the three months ended December 31, 2006 that were not registered under the Securities Act.

Issuer Purchases of Equity Securities

From time to time, the General Partner may repurchase its common shares under a $750 million share repurchase program that initially was approved by the General Partner’s board of directors and publicly announced in October 2001 (the “Repurchase Program”). In July 2005, the General Partner’s board of directors authorized management to purchase up to $750 million of common shares pursuant to this plan. Under the Repurchase Program, the General Partner also executes share repurchases on an ongoing basis associated with certain employee elections under its compensation and benefit programs.

The following table shows the share repurchase activity for each of the three months in the quarter ended December 31, 2006:

				Maximum Number
				(or Approximate
			Total Number of	Dollar Value) of
			Shares Purchased as	Shares that May
	Total Number of		Part of Publicly	Yet be Purchased
	Shares	Average Price	Announced Plans or	Under the Plans or
Month	Purchased (1)	Paid per Share	Programs	Programs (2)

October	67,653	$38.12	67,653
November	2,274,639	$40.82	2,274,639
December	14,827	$42.78	14,827

Total	2,357,119	$40.75	2,357,119

(1) Includes 16,499 common shares of the General Partner repurchased under its Employee Stock Purchase Plan, 148,935 shares of the General Partner swapped to pay the exercise price of stock options and 2,191,684 common shares of the General Partner repurchased under its Repurchase Program.

(2) The number of common shares of the General Partner that may yet be repurchased in the open market to fund shares purchased under its Employee Stock Purchase Plan, as amended, was 142,706 on December 31, 2006. The approximate dollar value of the General Partner’s common shares that may yet be purchased under the Repurchase Program was $361.0 million as of December 31, 2006.

Item 6. Selected Financial Data

The following sets forth selected financial and operating information on a historical basis for each of the years in the five-year period ended December 31, 2006. The following information should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data” included in this Form 10-K (in thousands, except per unit amounts):

		2006		2005		2004		2003		2002
Results of Operations:
Revenues:
Rental Operations from Continuing Operations	$	818,670	$	668,607	$	603,817	$	552,788	$	523,235
Service Operations from Continuing Operations		90,125		81,941		70,803		58,496		67,860
Total Revenues from Continuing Operations	$	908,795	$	750,548	$	674,620	$	611,284	$	591,095

Income from Continuing Operations	$	163,343	$	144,422	$	147,016	$	158,028	$	189,706

Net Income Available for common unitholders	$	159,799	$	339,239	$	167,212	$	179,587	$	171,601

Per Unit Data :
Basic income per common unit:
Continuing operations	$	0.70	$	0.63	$	0.71	$	0.80	$	0.87
Discontinued operations		0.38		1.56		0.37		0.40		0.28
Diluted income per common unit:
Continuing operations		0.70		0.63		0.70		0.79		0.87
Discontinued operations		0.37		1.55		0.37		0.40		0.27
Distributions paid per common unit		1.89		1.87		1.85		1.83		1.81
Distributions paid per common unit – special		-		1.05		-		-		-
Weighted average common units outstanding		148,069		155,059		155,281		150,280		149,423
Weighted average common units and potential dilutive common equivalents		149,393		155,877		157,062		151,141		150,839
Balance Sheet Data (at December 31):
Total Assets	$	7,247,296	$	5,646,687	$	5,894,644	$	5,558,711	$	5,347,055
Total Debt (1)		4,109,154		2,600,651		2,518,704		2,335,536		2,106,285
Total Preferred Equity		825,774		616,780		616,780		511,785		415,466
Total Partners’ Equity		2,659,243		2,635,244		3,021,128		2,878,320		2,919,843
Total Common Units Outstanding		146,328		148,095		156,490		150,705		149,907

Other Data:
Funds From Operations (2)	$	371,570	$	374,310	$	388,185	$	372,519	$	358,871

(1) Includes $147,309 of secured debt classified as liabilities of properties held for sale at December 31, 2006.

(2) FFO is used by industry analysts and investors as a supplemental operating performance measure of an equity REIT like our General Partner. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of NAREIT. NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from net income determined in accordance with GAAP. FFO is a non-GAAP financial measure developed by NAREIT to compare the operating performance of REITs. The most comparable GAAP measure is net income (loss). FFO should not be considered as a substitute for net income or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other companies.

See reconciliation of FFO to GAAP net income under Year in Review section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

As of December 31, 2006, we:

· Owned or jointly controlled 721 industrial, office and retail properties (including properties under development), consisting of approximately 113.8 million square feet; and

· Owned or jointly controlled more than 6,400 acres of unencumbered land with an estimated future development potential of more than 93 million square feet of industrial, office and retail properties.

We provide the following services for our properties and for certain properties owned by third parties and joint ventures:

· Property leasing;

· Property management;

· Construction;

· Development; and

· Other tenant-related services.

Management Philosophy and Priorities

Our key business and financial strategies for the future include the following:

· Our business objective is to increase FFO by (i) maintaining and increasing property occupancy and rental rates through the management of our portfolio of existing properties; (ii) developing and acquiring new properties for rental operations in our existing markets; (iii) expanding geographically by acquiring and developing properties in new markets; (iv) using our construction expertise to act as a general contractor in our existing markets and other domestic markets on a fee basis; (v) developing and repositioning properties in our existing markets and other markets which we will sell through our Service Operations property sale program; and (vi) providing a full line of real estate services to our tenants and to third parties.

See the Year in Review section below for further explanation and definition of FFO.

· Our financing strategy is to actively manage the components of our capital structure including common and preferred equity and debt to maintain a conservatively leveraged balance sheet and investment grade ratings from our credit rating agencies. This strategy provides us with the financial flexibility to fund both development and acquisition opportunities. We seek to maintain a well-balanced, conservative and flexible capital structure by: (i) extending and sequencing the maturity dates of debt; (ii) borrowing primarily at fixed rates by targeting a variable rate component of total debt less than 20%; (iii) pursuing current and future long-term debt financings and refinancing generally on an unsecured basis; (iv) maintaining conservative debt service and fixed charge coverage ratios; and (v) issuing attractively priced perpetual preferred equity for 5-10% of our total capital structure.

Year in Review

During 2006, we successfully executed on our strategy that we began in earnest in 2005 to improve our portfolio of held for investment buildings through our capital recycling program, increasing our development pipeline to over $1.2 billion, and initiating geographic expansion that we anticipate will provide future earnings growth. As a result of these accomplishments, we achieved steady operating results while maintaining a strong balance sheet.

Net income available for common unitholders for the year ended December 31, 2006, was $159.8 million, or $1.07 per unit (diluted), compared to net income of $339.2 million, or $2.18 per unit (diluted) for the year ended 2005. The decrease is primarily attributable to the $201.5 million gain from the sale of a portfolio of 212 real estate properties (the “Industrial Portfolio Sale”) that occurred in 2005 which was partially offset by income generated by current year building sales, acquired properties and organic growth. Through increased leasing activity, we achieved a growth in rental revenues from continuing operations in 2006 over 2005 as our in-service portfolio occupancy increased from 92.7% at the end of 2005 to 92.9% at the end of 2006.

As an important performance metric for us as a real estate company, FFO available to common unitholders totaled $371.6 million for the year ended December 31, 2006, compared to $374.3 million for the same period in 2005 which is the result of the time necessary to redeploy the proceeds from the Industrial Portfolio Sale noted above into FFO generating assets. Industry analysts and investors use FFO as a supplemental operating performance measure of an equity REIT. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the NAREIT. FFO, as defined by NAREIT, represents net income (loss) determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures.

Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. Management believes that the use of FFO, combined with the required primary GAAP presentations, improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management considers FFO to be a useful measure for reviewing comparative operating and financial performance (although FFO should be reviewed in conjunction with net income which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO assists in comparing the operating performance of a company’s real estate between periods or as compared to different companies.

The following table summarizes the calculation of FFO for the years ended December 31 (in thousands):

		2006		2005		2004
Net income available for common unitholders	$	159,799	$	339,239	$	167,212
Adjustments:
Depreciation and amortization		254,268		254,170		228,582
Partnership share of joint venture depreciation and amortization		18,394		19,510		18,901
Earnings from depreciable property sales – wholly owned		(42,089)		(227,513)		(26,510)
Earnings from depreciable property sales – share of joint venture		( 18,802)		(11,096)		-
Funds From Operations	$	371,570	$	374,310	$	388,185

Throughout 2006, we continued to maintain a conservative balance sheet and investment grade debt ratings from Moody’s (Baa1), Standard & Poors (BBB+) and Fitch (BBB+). Our debt to total market capitalization ratio (total market capitalization is defined as the total market value of all outstanding Common Units and Preferred equity plus outstanding indebtedness) of 37.4% at December 31, 2006 compared to 31.8% at December 31, 2005 continues to provide us financial flexibility to fund new investments.

Highlights of our debt financing activity in 2006 are as follows:

· In January 2006, we renewed our line of credit, including the extension of the maturity date to January 2010 and the increase of borrowing capacity by $500.0 million to $1.0 billion with interest rates ranging from LIBOR +. 17% to LIBOR +. 525% as of December 31, 2006.

· We had $317.0 million outstanding on our line of credit as of December 31, 2006.

· Through new issuances, as well as assumptions of debt in conjunction with our 2006 acquisitions, we added $540.6 million of new secured debt in 2006 at a weighted average interest rate of 6.09% and we retired $40.6 million of secured debt of which $25.0 million was variable rate.

· We issued $854.5 million of unsecured debt at a weighted average interest rate of 4.97% and retired $350.0 million of unsecured debt with a weighted average interest rate of 6.05%.

· We issued $575.0 million of 3.75% Exchangeable Senior Notes (“Exchangeable Notes”) in November 2006. The Exchangeable Notes can be exchanged for shares of the General Partner’s common stock upon certain events as well as at any time beginning on August 1, 2011 and ending on the second business day prior to the maturity date. The Exchangeable Notes will have an initial exchange rate of approximately 20.4298 common shares per $1,000 principal amount of the notes, representing an exchange price of approximately $48.95 per share of the General Partner’s common stock and an exchange premium of approximately 20.0% based on the last reported sale price of $40.79 per share of the General Partner’s common stock on the date of issuance. The initial exchange rate is subject to adjustment under certain circumstances, including increases in

the General Partner’s rate of dividends. Upon exchange, the holders of the Exchangeable Notes would receive cash equal to the principal amount of the note and, at the General Partner’s option, either cash or shares of its common stock for the remaining balance due.

In order to reduce potential dilution of the General Partner’s common stock, we purchased a capped call option with the proceeds of the Exchangeable Notes offering that allows us to buy the General Partner’s common shares, up to a maximum of approximately 11.7 million shares or the General Partner’s common stock, from the option counterparties at prescribed prices. The capped call option will terminate upon the earlier of the maturity date of the related Exchangeable Notes or the first day all of the related Exchangeable Notes are no longer outstanding due to exchange or otherwise. The capped call option, which cost $27.0 million, was recorded as a reduction of partners’ equity and effectively increased the exchange price to 40% above the General Partner’s stock price on the issuance date.

On the equity side of our balance sheet , the General Partner repurchased approximately 2.2 million of its common shares for approximately $89.4 million from the proceeds of our Exchangeable Notes issuance. Additionally, the General Partner issued two new series of preferred equity securities, 6.95% Series M Cumulative Redeemable Preferred Shares and 7.25% Series N Cumulative Redeemable Preferred Shares, for total gross proceeds of $294.0 million while the General Partner redeemed its 8.45% Series I Cumulative Redeemable Preferred Shares of $75.0 million.

We continued strategic initiatives to expand geographically and projects to leverage our development, construction and management capabilities as follows:

· We completed the acquisition of a Washington D.C. metropolitan area portfolio of 32 suburban in-service office and light industrial properties, the assets of a related real estate management company, as well as significant undeveloped land positions (all referred to as the “Mark Winkler Portfolio”) for a purchase price of approximately $867.6 million. In December 2006, we contributed 23 of the in-service properties to joint ventures in which we hold a 30% continuing interest. We will contribute eight in-service properties to the joint ventures in the first quarter of 2007.

· We completed the purchase of a portfolio of industrial real estate properties in Savannah, Georgia consisting of 18 buildings for a purchase price of approximately $196.2 million.

· We increased our investment in undeveloped land to provide greater opportunities to use our development and construction expertise in the improving economic cycle. Throughout 2006, we completed land acquisitions totaling $436.7 million. The new land positions include industrial, office and retail positions in several markets, including the Washington D.C., Baltimore, Houston, and Phoenix markets, which we entered during 2006.

· We disposed of 19 non-strategic wholly owned held for rental properties, most notably our entire Cleveland industrial portfolio, for $139.9 million of gross proceeds. Additionally, unconsolidated subsidiaries disposed of 22 non-strategic held for rental properties of which our share of the gross proceeds totaled $91.9 million. These transactions were a continuation of our long-term strategy of recycling assets into higher yielding new developments.

· Finally, we will continue to develop long-term investment assets to be held in our portfolio and develop assets to be sold upon completion. With over $1.2 billion in our development pipeline at December 31, 2006, we are encouraged about the long-term growth opportunities in our business.

Key Performance Indicators

Our operating results depend primarily upon rental income from our office and industrial properties (“Rental Operations”). The following highlights the areas of Rental Operations that we consider critical for future revenue growth. (All square footage totals and occupancy percentages reflect both wholly-owned properties and properties in joint ventures.)

Occupancy Analysis: As discussed above, our ability to maintain occupancy rates is a principal driver of our results of operations. The following table sets forth occupancy information regarding our in-service portfolio of rental properties as of December 31 (in thousands, except percentage data):

	Total		Percent of
	Square Feet		Total Square Feet				Percent Occupied
Type	2006	2005	2006		2005		2006		2005
Industrial
Service Centers	4,562	4,724	4.2	%	4.8	%	91.6	%	91.7	%
Bulk	71,743	62,377	65.6	%	63.8	%	93.2	%	94.3	%
Office	32,377	30,123	29.6	%	30.8	%	92.2	%	89.3	%
Other	611	611	0.6	%	0.6	%	99.1	%	96.0	%
Total	109,293	97,835	100.0	%	100.0	%	92.9	%	92.7	%

We experienced continued strong occupancy in our in-service portfolio with the overall increase driven primarily by a 3.1% increase in the occupancy of our office portfolio.

Lease Expiration and Renewals: Our ability to maintain and grow occupancy rates primarily depends upon our continuing ability to re-lease expiring space. The following table reflects our in-service portfolio lease expiration schedule by property type as of December 31, 2006. The table indicates square footage and annualized net effective rents (based on December 2006 rental revenue) under expiring leases (in thousands, except percentage data):

	Total Portfolio						Industrial				Office				Other
	Square		Ann. Rent		% of		Square		Ann. Rent		Square		Ann. Rent		Square		Ann. Rent
Year of Expiration	Feet		Revenue		Revenue		Feet		Revenue		Feet		Revenue		Feet		Revenue

2007	10,107		$	59,430	8	%	7,819		$	29,949	2,279		$	29,358	9		$	123
2008	14,050			83,872	12	%	10,665			41,892	3,366			41,645	19			335
2009	12,649			80,767	12	%	9,190			36,105	3,455			44,584	4			78
2010	12,131			95,888	14	%	7,714			33,852	4,410			61,931	7			105
2011	13,516			86,772	12	%	9,911			38,246	3,565			47,803	40			723
2012	8,898			61,373	9	%	5,928			21,701	2,963			39,339	7			333
2013	6,809			62,422	9	%	3,568			15,043	3,207			46,800	34			579
2014	5,301			30,841	4	%	4,011			13,815	1,290			17,026	-			-
2015	6,890			53,697	8	%	4,736			18,778	2,154			34,919	-			-
2016	3,743			25,029	4	%	2,690			9,562	879			13,795	174			1,672
2017 and Thereafter	7,399			56,894	8	%	4,821			20,336	2,268			34,931	310			1,627
	101,493		$	696,985	100	%	71,053		$	279,279	29,836		$	412,131	604		$	5,575

Total Portfolio Square Feet	109,293						76,305				32,377				611

Percent Occupied	92.9	%					93.1	%			92.2	%			99.1	%

We renewed 79.9% and 74.3% of our leases up for renewal totaling approximately 7.5 million and 10.0 million square feet in 2006 and 2005, respectively. Our lease renewal percentages over the past three years have remained relatively consistent at a 70-80% success rate. We do not presently expect this renewal percentage in 2007 to differ from that experienced in 2006.

Future Development: Another source of growth in earnings is the development of additional properties. These properties should provide future earnings through income upon sale or from Rental Operations growth as they are placed in service. We had 10.6 million square feet of property under development with total estimated costs of $1.1 billion at December 31, 2006, compared to 9.0 million square feet and total costs of $658.7 million at December 31, 2005. We have increased our development pipeline significantly through 2006 and will continue to focus on the development side of our business in 2007.

The following table summarizes our properties under development as of December 31, 2006 (in thousands, except percentage data):

Anticipated In-Service Date	Square Feet		Percent Leased		Project Costs		Anticipated Stabilized Return
Held for Rental:
1 st Quarter 2007		1,064	19	%	$	116,135	9.60	%
2 nd Quarter 2007		559	12	%		60,286	9.13	%
3 rd Quarter 2007		2,015	4	%		137,426	9.40	%
Thereafter		846	4	%		120,789	9.38	%
		4,484	9	%		434,636	9.41	%
Service Operations Buildings:
1 st Quarter 2007		1,533	51	%		130,947	8.87	%
2 nd Quarter 2007		2,684	37	%		122,038	8.72	%
3 rd Quarter 2007		1,237	81	%		240,446	8.72	%
Thereafter		647	63	%		173,954	8.07	%
		6,101	52	%		667,385	8.57	%
Total		10,585	34	%	$	1,102,021	8.91	%

Acquisition and Disposition Activity: We continued to selectively dispose of non-strategic properties in 2006. Sales proceeds related to the dispositions of wholly owned held for rental properties were $139.9 million, which included the disposition of our entire portfolio of industrial properties in the Cleveland market. Our share of proceeds from sales of properties within unconsolidated joint ventures, of which we have a less than 100% interest, totaled $91.9 million. In 2005, proceeds from the disposition of non-strategic properties totaled $1.1 billion for wholly owned held for rental properties, as the result of the Industrial Portfolio Sale, and $31.8 million for our share of property sales from unconsolidated joint ventures. Dispositions of wholly owned properties developed for sale rather than rental resulted in $188.6 million in proceeds in 2006 compared to $121.4 million in 2005.

In 2006, we acquired $948.4 million of income producing properties and $436.7 million of undeveloped land compared to $295.6 million of income producing properties and $137.7 million of undeveloped land in 2005. We contributed 23 in service properties from the Mark Winkler portfolio, with a book value of $381.6 million, to two newly formed unconsolidated joint ventures in December 2006.

Results of Operations

A summary of our operating results and property statistics for each of the years in the three-year period ended December 31, 2006, is as follows (in thousands, except number of properties and per unit data):

	2006		2005		2004

Rental Operations revenues from Continuing Operations	$	818,670	$	668,607	$	603,817
Service Operations revenues from Continuing Operations		90,125		81,941		70,803
Earnings from Continuing Rental Operations		127,987		113,746		135,248
Earnings from Continuing Service Operations		53,196		44,278		27,652
Operating income		145,349		127,021		133,421
Net income available for common unitholders		159,799		339,239		167,212
Weighted average common units outstanding		148,069		155,059		155,281
Weighted average common units and potential dilutive common equivalents		149,393		155,877		157,062
Basic income per common unit:
Continuing operations	$	.70	$	.63	$	.71
Discontinued operations	$	.38	$	1.56	$	.37
Diluted income per common unit:
Continuing operation	$	.70	$	.63	$	.70
Discontinued operations	$	.37	$	1.55	$	.37
Number of in-service properties at end of year		693		660		874
In-service square footage at end of year		109,293		97,835		109,635

Comparison of Year Ended December 31, 2006 to Year Ended December 31, 2005

Rental Income from Continuing Operations

Overall, rental income from continuing operations increased from $639.1 million in 2005 to $780.7 million in 2006. The following table reconciles rental income from continuing operations by reportable segment to total reported rental income from continuing operations for the years ended December 31 (in thousands):

	2006			2005
Office		$	562,903		$	462,939
Industrial	203,259					166,343
Non-segment			14,504			9,776
Total		$	780,666		$	639,058

Both of our reportable segments that comprise Rental Operations (office and industrial) are within the real estate industry; however, the same economic and industry conditions do not affect each segment in the same manner. The primary causes of the increase in rental income from continuing operations, with specific references to a particular segment when applicable, are summarized below:

· In 2006, we acquired 50 new properties and placed 27 development projects in-service. These 2006 acquisitions and developments are the primary factor in the overall increase in rental revenue for the year ended 2006 compared to 2005 as they provided incremental revenues of $73.8 million and $9.3 million respectively. These acquisitions totaled $948.4 million on 8.6 million square feet and were 99% leased at December 31, 2006.

· Acquisitions and developments that were placed in service in 2005 provided $15.8 million and $11.2 million, respectively, of incremental revenue in 2006.

· Our in-service occupancy increased from 92.7% at December 31, 2005, to 92.9% at December 31, 2006.

· Rental income includes lease termination fees. Lease termination fees relate to specific tenants who pay a fee to terminate their lease obligations before the end of the contractual lease term. Lease termination fees increased from $7.3 million in 2005 to $16.1 million in 2006.

Equity in Earnings of Unconsolidated Companies

Equity in earnings represents our ownership share of net income from investments in unconsolidated companies. These joint ventures generally own and operate rental properties and hold land for development. These earnings increased from $29.5 million in 2005 to $38.0 million in 2006. During 2006, our joint ventures sold 22 non-strategic buildings, with our share of the net gain recorded through equity in earnings totaling $18.8 million. During the second quarter of 2005, one of our ventures sold three buildings, with our share of the net gain recorded through equity in earnings totaling $11.1 million.

Rental Expenses and Real Estate Taxes

The following table reconciles rental expenses and real estate taxes by reportable segment to our total reported amounts in the statement of operations for the years ended December 31, 2006 and 2005, respectively (in thousands):

	2006		2005
Rental Expenses:
Office	$	151,368	$	125,093
Industrial	23,745		21,622
Non-segment		3,519		1,557
Total	$	178,632	$	148,272

Real Estate Taxes:
Office	$	59,717	$	53,039
Industrial	23,186		19,979
Non-segment		6,012		5,104
Total	$	88,915	$	78,122

Rental expenses and real estate taxes for 2006 have increased from 2005 by $30.4 million and $10.8 million, respectively, as the result of acquisition and development activity in 2005 and 2006 as well as from our increase in occupancy over the past two years.

Interest Expense

Interest expense increased from $113.1 million in 2005 to $179.0 million in 2006, as a result of the following:

· Interest expense on the unsecured line of credit increased by $29.2 million from 2005 as the result of increased borrowings throughout the year, as well as increased interest rates.

· Interest expense on unsecured notes increased by $10.2 million as the result of an overall increase in borrowings used mainly to fund acquisitions and development.

· Interest expense on secured debt increased by $27.8 million as the result of the increase in borrowings in 2006.

· Amortization of deferred financing fees increased by $2.4 million as the result of additional borrowings in 2006.

· Offsetting the above increases, capitalized interest increased by $26.8 million as the result of increased development activity.

Depreciation and Amortization Expense

Depreciation and amortization increased from $215.4 million in 2005 to $244.1 million in 2006 as the result of increases in our held-for-rental asset base from acquisitions and developments during 2005 and 2006.

Service Operations

Service Operations primarily consist of sales of properties developed or acquired with the intent to sell within a short period of time and the leasing, management, construction and development services for joint venture properties and properties owned by third parties. These operations are heavily influenced by the current state of the economy, as leasing and management fees are dependent upon occupancy while construction and development services rely on the expansion of business operations. Service Operations earnings increased from $44.3 million in 2005 to $53.2 million in 2006. The following are the factors related to the increase in Service Operations earnings in 2006.

· Our Service Operations building development and sales program, whereby a building is developed or repositioned by us and then sold, is a significant component of earnings from service operations. During 2006, we generated pre-tax gains of $44.6 million from the sale of nine properties compared to $29.9 million from the sale of ten properties in 2005. Profit margins on these types of building sales fluctuate by sale depending on the type of property being sold, the strength of the underlying tenant and nature of the sale, such as a pre-contracted purchase price for a primary tenant versus a sale on the open market.

· Partially offsetting the increased 2006 gains from our Service Operations building development and sales program was the effect of a decreased focus on third-party construction services as well as the fact that in the first quarter of 2005, we recognized $2.7 million of a non-recurring deferred gain associated with the sale of our landscaping operations in 2001.

General and Administrative Expense

General and administrative expense increased from $31.0 million in 2005 to $35.8 million in 2006. General and administrative expenses consist of two components. The first component is direct expenses that are not attributable to specific assets such as legal fees, external audit fees, marketing costs, investor relations expenses and other corporate overhead. The second component is the unallocated overhead costs associated with the operation of our owned properties and Service Operations, including construction, leasing and maintenance operations. Overhead costs not allocated to these operations are charged to general and administrative expenses. The increase in general and administrative expenses from 2005 was largely attributable to an increase in our overall pool of overhead costs to support our current and anticipated future growth.

Discontinued Operations

The results of operations for properties sold during the year or designated as held-for-sale at the end of the period are required to be classified as discontinued operations. The property specific components of net earnings that are classified as discontinued operations include rental revenues, rental expenses, real estate taxes, allocated interest expense, depreciation expense and minority interest, as well as the net gain or loss on the disposition of properties.

We classified the operations of 308 buildings as discontinued operations as of December 31, 2006. These 308 buildings consist of 273 industrial, 32 office and three retail properties. As a result, we classified net income from operations of $9.3 million, $17.4 million and $31.4 million as net income from discontinued operations for the years ended December 31, 2006, 2005 and 2004, respectively.

Of these properties, 21 were sold during 2006, 234 properties were sold during 2005, 41 properties were sold during 2004, and 12 operating properties are classified as held-for-sale at December 31, 2006. The gains on disposal of these properties, net of impairment adjustment, of $46.3 million, $223.9 million and $26.2 million for the years ended December 31, 2006, 2005 and 2004, respectively, are also reported in discontinued operations.

Comparison of Year Ended December 31, 2005 to Year Ended December 31, 2004

Rental Income from Continuing Operations

Overall, rental income from continuing operations increased from $582.2 million in 2004 to $639.1 million in 2005. The following table reconciles rental income from continuing operations by reportable segment to total reported rental income from continuing operations for the years ended December 31, 2005 and 2004, respectively (in thousands):

	2005		2004
Office	$	462,939		$	419,068
Industrial	166,343		152,989
Non-segment		9,776			10,174
Total	$	639,058		$	582,231

· In 2005, we acquired nine new properties and placed 17 development projects in-service. These acquisitions and developments are the primary factor in the $56.8 million overall increase in rental revenue for the year ended 2005, compared to 2004.

· The nine property acquisitions provided revenues of $21.0 million. These acquisitions totaled $307.5 million on 2.2 million square feet and were 86.5% leased at December 31, 2005. Revenues from acquisitions that occurred in 2004 totaled $31.8 million in 2005 compared to $13.4 million in 2004.

· Developments placed in service in 2005 provided revenues of $5.8 million. Revenues from developments placed in service in 2004 increased $9.9 million to $17.4 million in 2005.

· Our in-service occupancy increased from 90.9% at December 31, 2004, to 92.7% at December 31, 2005.

· Rental income includes lease termination fees. Lease termination fees relate to specific tenants who pay a fee to terminate their lease obligations before the end of the contractual lease term. Lease termination fees in 2005 continued to steadily decrease as a result of improving market conditions. Lease termination fees decreased from $14.7 million in 2004 to $7.3 million in 2005.

Equity in Earnings of Unconsolidated Companies

Equity in earnings represents our ownership share of net income from investments in unconsolidated companies. These joint ventures generally own and operate rental properties and hold land for development. These earnings increased from $21.6 million in 2004 to $29.5 million in 2005. During the second quarter of 2005, one of our ventures sold three buildings with our share of the net gain recorded through equity in earnings totaling $11.1 million.

Rental Expenses and Real Estate Taxes

		2005		2004
Rental Expenses:
Office	$	125,093	$	106,303
Industrial		21,622		19,467
Non-segment		1,557		1,213
Total	$	148,272	$	126,983

Real Estate Taxes:
Office	$	53,039	$	44,245
Industrial		19,979		16,922
Non-segment		5,104		4,679
Total	$	78,122	$	65,846

Rental and real estate tax expenses for 2005, as compared to 2004, have increased as a result of our 2004 and 2005 acquisitions as well as our increase in occupancy. This increase in rental and real estate taxes was in line with our expectations.

Interest Expense

Interest expense increased from $104.0 million in 2004 to $113.1 million in 2005 largely as the result of increased interest expense from additional unsecured borrowings.

Depreciation and Amortization Expense

Depreciation and amortization expense increased from $171.8 million in 2004 to $215.4 million in 2005 as the result of increases in our held-for-rental base from acquisitions and developments during 2004 and 2005.

Service Operations

Service Operations primarily consist of building sales and the leasing, management, construction and development services for joint venture properties and properties owned by third parties. These operations are heavily influenced by the current state of the economy as leasing and management fees are dependent upon occupancy while construction and development services rely on the expansion of business operations. Service Operations earnings increased from $27.7 million in 2004 to $44.3 million in 2005. The increase reflects higher construction volumes partially offset by increased staffing costs in 2005. Other factors impacting service operations are discussed below.

· Our Service Operations development and sales program, whereby a building is developed or repositioned by us and then sold, is a significant component of construction and development income. During 2005, we generated pre-tax gains of $29.9 million from the sale of 10 properties compared to $24.2 million from the sale of six properties in 2004. Profit margins on these types of building sales fluctuate by sale depending on the type of property being sold, the strength of the underlying tenant and nature of the sale, such as a pre-contracted purchase price for a primary tenant versus a sale on the open market.

· In 2005, we experienced an increase in our third-party construction business as evidenced by the increase in general contractor revenues in 2005 over 2004. We achieved a slight increase in our profit margins during 2005, which reflected improved pricing in certain markets and our ability to select more profitable projects as resources are re-positioned to our increasing held-for-investment development pipeline.

· In the first quarter of 2005, we recognized $2.7 million of a non-recurring deferred gain associated with the sale of our landscaping operations in 2001. The gain was deferred as a result of future performance provisions contained in the original sales agreement. As a result of contract renegotiations effective in the first quarter of 2005, all future performance provisions were removed and the deferred gain was recognized.

General and Administrative Expense

General and administrative expense increased from $29.5 million in 2004 to $31.0 million in 2005. General and administrative expenses consist of two components. The first component is direct expenses not attributable to specific assets such as legal fees, external audit fees, marketing costs, investor relations expenses and other corporate overhead. The second component is the unallocated overhead costs associated with the operation of our owned properties and Service Operations, including construction, leasing and maintenance operations. Overhead costs not allocated to these operations are charged to general and administrative expenses. The increase in general and administrative expenses is primarily the result of an increase in payroll expenses associated with long-term compensation plans and an increase in the number of employees to support our overall growth.

Critical Accounting Policies

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Our estimates, judgments and assumptions are inherently subjective and based on the existing business and market conditions, and are therefore continually evaluated based upon available information and experience. Note 2 to the Consolidated Financial Statements includes further discussion of our significant accounting policies.

Our management has assessed the accounting policies used in the preparation of our financial statements and discussed them with the General Partner’s Audit Committee and independent auditors. The following accounting policies are considered critical based upon materiality to the financial statements, degree of judgment involved in estimating reported amounts and sensitivity to changes in industry and economic conditions:

Accounting for Joint Ventures: We analyze our investments in joint ventures under Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R), Consolidation of Variable Interest Entities, to determine if the joint venture is considered a variable interest entity and would require consolidation. To the extent that our joint ventures do not qualify as variable interest entities, we further assess under the guidelines of Emerging Issues Task Force (“EITF”) Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (“EITF 04-5”), Statement of Position 78-9, Accounting for Investments in Real Estate Ventures; Accounting Research Bulletin No. 51, Consolidated Financial Statements and FASB No. 94, Consolidation of All Majority-Owned Subsidiaries, to determine if the venture should be consolidated. We have equity interests ranging from 10%-67% in joint ventures that own and operate rental properties and hold land for development. We consolidate those joint ventures that we control through majority ownership interests or substantial participating rights. Control is further demonstrated by the ability of the general partner to manage day-to-day operations, refinance debt and sell the assets of the joint venture without the consent of the limited partner and inability of the limited partner to replace the general partner. We use the equity method of accounting for those joint ventures where we do not have control over operating and financial polices. Under the equity method of accounting, our investment in each joint venture is included on our balance sheet; however, the assets and liabilities of the joint ventures for which we use the equity method are not included on our balance sheet.

Cost Capitalization: Direct and certain indirect costs, including interest, clearly associated with and incremental to the development, construction, leasing or expansion of real estate investments are capitalized as a cost of the property.

We capitalize interest and direct and indirect project costs associated with the initial construction of a property up to the time the property is substantially complete and ready for its intended use. We believe the completion of the building shell is the proper basis for determining substantial completion and that this basis is the most widely accepted standard in the real estate industry. The interest rate used to capitalize interest is based upon our average borrowing rate on existing debt.

We also capitalize direct and indirect costs, including interest costs, on vacant space during extended lease-up periods after construction of the building shell has been completed if costs are being incurred to ready the vacant space for its intended use. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer capitalized. We cease capitalization of all project costs on extended lease-up periods after the shorter of a one-year period after the completion of the building shell or when the property attains 90% occupancy. In addition, all leasing commissions paid to third parties for new leases or lease renewals are capitalized.

In assessing the amount of indirect costs to be capitalized, we first allocate payroll costs, on a department-by-department basis, among activities for which capitalization is warranted (i.e., construction, development and leasing) and those for which capitalization is not warranted (i.e., property management, maintenance, acquisitions and dispositions and general corporate functions). To the extent the employees of a department split their time between capitalizable and non-capitalizable activities, the allocations are made based on estimates of the actual amount of time spent in each activity. Once the payroll costs are allocated, the non-payroll costs of each department are allocated among the capitalizable and non-capitalizable activities in the same proportion as payroll costs.

To ensure that an appropriate amount of costs are capitalized, the amount of capitalized costs that are allocated to a specific project are limited to amounts using standards we developed. These standards consist of a percentage of the total development costs of a project and a percentage of the total gross lease amount payable under a specific lease. These standards are derived after considering the amounts that would be allocated if the personnel in the departments were working at full capacity. The use of these standards ensures that overhead costs attributable to downtime or to unsuccessful projects or leasing activities are not capitalized.

Impairment of Real Estate Investments: We evaluate our real estate investments upon occurrence of significant changes in the operations, but not less than annually, to assess whether any impairment indications are present that affect the recovery of the recorded value. If any real estate investment is considered to be impaired, a loss is provided to reduce the carrying value of the asset to its estimated fair value. We utilize the guidelines established under SFAS No. 144, Accounting for the Impairment or Disposal of Long Lived Assets (“SFAS 144”), to determine if impairment conditions exist. Under SFAS 144, we review the expected undiscounted cash flows of each property in our held for rental portfolio to determine if there are any indications of impairment of a property. The review of anticipated cash flows involves subjective assumptions of estimated occupancy and rental rates and ultimate residual value. In addition to reviewing anticipated cash flows, we assess other factors such as changes in business climate and legal factors that may affect the ultimate value of the property. These assumptions are subjective and the anticipated cash flows may not ultimately be achieved.

Real estate assets to be disposed of are reported at the lower of their carrying value amount or the fair value less estimated cost to sell.

Acquisition of Real Estate Property: In accordance with SFAS 141, Business Combinations , we allocate the purchase price of acquired properties to net tangible and identified intangible assets based on their respective fair values.

The allocation to tangible assets (buildings, tenant improvements and land) is based upon management’s determination of the value of the property as if it were vacant using discounted cash flow models similar to those used by independent appraisers. Factors considered by management include an estimate of carrying costs during the expected lease-up periods considering current market conditions, and costs to execute similar leases. The remaining purchase price is allocated among three categories of intangible assets consisting of the above or below market component of in-place leases, the value of in-place leases and the value of customer relationships.

· The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using an interest rate which reflects the risks associated with the lease) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the amounts that would be paid using current fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in deferred leasing and other costs in the balance sheet and below market leases are included in other liabilities in the balance sheet; both are amortized to rental income over the remaining terms of the respective leases.

· The total amount of intangible assets is further allocated to in-place lease values and to customer relationship values, based upon management’s assessment of their respective values. These intangible assets are included in deferred leasing and other costs in the balance sheet and are depreciated over the remaining term of the existing lease, or the anticipated life of the customer relationship, as applicable.

Valuation of Receivables: We are subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables. In order to mitigate these risks, we perform in-house credit review and analysis on major existing tenants and all significant leases before they are executed. We have established the following procedures and policies to evaluate the collectibility of outstanding receivables and record allowances:

· We maintain a tenant “watch list” containing a list of significant tenants for which the payment of receivables and future rent may be at risk. Various factors such as late rent payments, lease or debt instrument defaults, and indications of a deteriorating financial position are considered when determining whether to include a tenant on the watch list.

· As a matter of policy, we reserve the entire receivable balance, including straight-line rent, of any tenant with an amount outstanding over 90 days.

· Straight-line rent receivables for any tenant on the watch list or any other tenant identified as a potential long-term risk, regardless of the status of rent receivables, are reviewed and reserved as necessary.

Revenue Recognition on Construction Contracts: We recognize income on construction contracts where we serve as a general contractor on the percentage of completion method. Using this method, profits are recorded on the basis of our estimates of the overall profit and percentage of completion of individual contracts. A portion of the estimated profits is accrued based upon our estimates of the percentage of completion of the construction contract. Cumulative revenues recognized may be less or greater than cumulative costs and profits billed at any point in time during a contract’s term. This revenue recognition method involves inherent risks relating to profit and cost estimates with those risks reduced through approval and monitoring processes.

With regard to critical accounting policies, management has discussed the following with the Audit Committee of the General Partner’s board of directors :

· Criteria for identifying and selecting;

· Methodology in applying; and

· Impact on the financial statements.

The Audit Committee of the General Partner has reviewed the critical accounting policies we identified.

Liquidity and Capital Resources

Sources of Liquidity

We expect to meet our short-term liquidity requirements over the next twelve months, including payments of dividends and distributions, as well as recurring capital expenditures relating to maintaining our current real estate assets, primarily through the following:

· working capital;

· net cash provided by operating activities; and

· proceeds received from real estate dispositions

Although we historically have not used any other sources of funds to pay for recurring capital expenditures on our current real estate investments, we may rely on the temporary use of borrowings or property disposition proceeds needed to fund such expenditures during periods of high leasing volume.

We expect to meet long-term liquidity requirements, such as scheduled mortgage debt maturities, refinancing of long-term debt, preferred equity redemptions, the retirement of unsecured notes and amounts outstanding under the unsecured credit facility, property acquisitions, financing of development activities and other non-recurring capital improvements, primarily from the following sources:

· issuance of additional equity, including General Partner common stock and preferred equity;

· issuance of additional debt securities;

· undistributed cash provided by operating activities, if any; and

· proceeds received from real estate dispositions.

Rental Operations

We believe our principal source of liquidity, cash flows from Rental Operations, provides a stable source of cash to fund operational expenses. We believe this cash-based revenue stream is substantially aligned with revenue recognition (except for periodic straight-line rental income accruals and amortization of above or below market rents) as cash receipts from the leasing of rental properties are generally received in advance of or in a short time following the actual revenue recognition.

We are subject to risks of decreased occupancy through market conditions, as well as tenant defaults and bankruptcies, and potential reduction in rental rates upon renewal or re-letting of properties, which would result in reduced cash flow from operations. However, we believe that these risks are mitigated by our relatively strong market presence in most of our locations and the fact that we perform in-house credit review and analysis on major tenants and all significant leases before they are executed.

Credit Facility

We had one unsecured line of credit available at December 31, 2006, summarized as follows (in thousands):

	Borrowing	Maturity	Interest		Outstanding
Description	Capacit y	Dat e	Rate		at December 31, 2006
Unsecured Line of Credit	$ 1,000,000	January 2010	LIBOR + .525	%	$ 317,000

We use this line of credit to fund development activities, acquire additional rental properties and provide working capital. The line of credit provides us with an option to obtain borrowings from financial institutions that participate in the line, at rates lower than the stated interest rate, subject to certain restrictions. Interest rates on the amounts outstanding on the unsecured line of credit as of December 31, 2006, ranged from LIBOR +.17% to LIBOR +.525% (equal to 5.52% and 5.875% as of December 31, 2006.) The line of credit also contains financial covenants that require us to meet financial ratios and defined levels of performance, including those related to variable interest indebtedness, consolidated net worth and debt-to-market capitalization. As of December 31, 2006, we were in compliance with all financial covenants under our line of credit.

Debt and Equity Securities

On July 31, 2006, we filed with the SEC an automatic shelf registration statement on Form S-3 relating to the offer and sale, from time to time, of an indeterminate amount of debt securities. From time to time, we and the General Partner expect to issue additional securities under this new automatic shelf registration statement to fund the development and acquisition of additional rental properties and to fund the repayment of the credit facility and other long-term debt upon maturity.

On February 18, 2007, the General Partner filed a resale shelf registration statement on Form S-3 with respect to 11,747,135 shares of its common stock issuable upon the exchange or redemption of the Exchangeable Notes. Recipients of such common stock, whom we refer to as the “selling shareholders,” may use the prospectus filed as part of the resale shelf registration statement to resell, from time to time, the shares of the General Partner’s common stock that it may issue to them upon the exchange or redemption of the Exchangeable Notes. Additional selling shareholders may be named by future prospectus supplements.

The General Partner registered the offering and resale of such shares to allow the selling shareholders to sell any or all of their shares of common stock on the New York Stock Exchange or in private transactions as described in the prospectus. The registration of the shares does not necessarily mean that the selling shareholders will exchange their Exchangeable Notes for the General Partner’s common stock, that upon any exchange or redemption of the Exchangeable Notes we will elect, in our sole and absolute discretion, to exchange or redeem some or all of the Exchangeable Notes for shares of the General Partner’s common stock rather than cash, or that any shares of the General Partner’s common stock received upon exchange or redemption of the Exchangeable Notes will be sold by the selling shareholders under the prospectus or otherwise.

The indenture governing our unsecured notes also requires us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such covenants as of December 31, 2006.

Sale of Real Estate Assets

We utilize sales of real estate assets as an additional source of liquidity. We pursue opportunities to sell real estate assets at favorable prices to capture value created by us as well as to improve the overall quality of our portfolio by recycling sale proceeds into new properties with greater value creation opportunities.

Uses of Liquidity

Our principal uses of liquidity include the following:

· Property investments;

· Recurring leasing/capital costs;

· Distributions to unitholders;

· Long-term debt maturities; and

· Other contractual obligations

Property Investments

We evaluate development and acquisition opportunities based upon market outlook, supply and long-term growth potential.

Recurring Expenditures

One of our principal uses of our liquidity is to fund the development, acquisition and recurring leasing/capital expenditures of our real estate investments. The following is a summary of our recurring capital expenditures for the year ended December 31 (in thousands):

	2006			2005		2004

Tenant improvements	$	41,895	$	60,633	$	58,847
Leasing costs		17,106		33,175		27,777
Building improvements		8,122		15,232		21,029
Totals	$	67,123	$	109,040	$	107,653

Distributions

In order to qualify as a REIT for federal income tax purposes, the General Partner must currently distribute at least 90% of its taxable income to its shareholders. We paid distributions per unit of $1.89, $1.87 and $1.85 for the years ended December 31, 2006, 2005 and 2004, respectively. We also paid a one-time special distribution of $1.05 per unit in 2005 as a result of the significant gain realized from the Industrial Portfolio Sale. We expect to continue to distribute taxable earnings to meet the requirements of the General Partner to maintain its REIT status. However, distributions are declared at the discretion of the General Partner’s board of directors and are subject to actual cash available for distribution, our financial condition, capital requirements and such other factors, as the General Partner’s board of directors deems relevant.

Debt Maturities

Debt outstanding at December 31, 2006, totaled $4.1 billion with a weighted average interest rate of 5.77% maturing at various dates through 2028. We had $3.1 billion of unsecured debt, $317.0 million outstanding on our unsecured line of credit, and $662.5 million of secured debt outstanding at December 31, 2006. Scheduled principal amortization and maturities of such debt totaled $1.1 billion for the year ended December 31, 2006.

The following is a summary of the scheduled future amortization and maturities of our indebtedness at December 31, 2006 (in thousands, except percentage data):

	Future Repayments						Weighted Average
	Scheduled						Interest Rate of
Year	Amortization		Maturities		Total		Future Repayments
2007	13,045		214,615		227,660		5.75%
2008	12,478		273,464		285,942		5.07%
2009	12,185		275,000		287,185		7.36%
2010	11,952		492,000		503,952		5.68%
2011	11,985		1,012,139		1,024,124		5.10%
2012	9,914		201,216		211,130		5.90%
2013	9,905		150,000		159,905		4.74%
2014	9,826		294,534		304,360		6.44%
2015	7,593		5,807		13,400		7.13%
2016	6,671		506,449		513,120		6.17%
2017	4,976		450,000		454,976		5.95%
Thereafter		31,676		91,724		123,400	6.49%
	$	142,206	$	3,966,948	$	4,109,154	5.77%

Historical Cash Flows

Cash and cash equivalents were $68.2 million and $26.9 million at December 31, 2006 and 2005, respectively. The following highlights significant changes in net cash associated with our operating, investing and financing activities (in millions):

		Years Ended December 31,
		2006		2005		2004

Net Cash Provided by Operating Activities	$	275.3	$	405.4	$	376.1
Net Cash Provided by (Used for) Investing Activities		(1,236.8)		326.9		(427.6)
Net Cash Provided by (Used for) Financing Activities		1,002.9		(711.2)		44.6

Operating Activities

Cash flows from operating activities provide the cash necessary to meet normal operational requirements of our rental operations and Service Operations activities. The receipt of rental income from rental operations continues to provide the primary source of our revenues and operating cash flows. In addition, we develop buildings with the intent to sell them at or soon after completion, which provides another significant source of operating cash flow activity.

· During the year ended December 31, 2006, we incurred Service Operations building development costs of $273.5 million, compared to $83.4 million and $43.1 million for the years ended December 31, 2005 and 2004, respectively. The difference is reflective of the increased activity in our held-for-sale pipeline. The pipeline of held-for-sale projects under construction as of December 31, 2006, has anticipated costs of $667.4 million.

· We sold nine Service Operations buildings in 2006 compared to ten in 2005 and six in 2004, receiving net proceeds of $181.8 million, $113.0 million and $72.7 million, respectively and recognized pre-tax gains of $49.0 million, $29.9 million and $24.2 million, respectively.

Investing Activities

Investing activities are one of the primary uses of our liquidity. Development and acquisition activities typically generate additional rental revenues and provide cash flows for operational requirements. Highlights of significant cash uses are as follows:

· Sales of land and depreciated property provided $180.8 million in net proceeds in 2006, compared to $1.1 billion in 2005 and $178.3 million in 2004. In addition, during 2006 we received distributions of $21.2 million for our share of proceeds on the sales of land and depreciable property within three of our joint ventures. The Industrial Portfolio Sale provided $955 million of the $1.1 billion of proceeds received in 2005. We continue to dispose of non-strategic and older properties as part of our capital recycling program to fund acquisitions and new developments while improving the overall quality of our investment portfolio.

· Development costs for our held for rental portfolio increased to $385.5 million for the year ended December 31, 2006, from $210.0 million and $145.6 million for the years ended December 31, 2005 and 2004, respectively. Management anticipated this continued increase, as a commitment to development activity was part of our strategic plan for 2006 and continues to be for 2007.

· During 2006, we paid cash of $735.3 million for real estate acquisitions, compared to $285.3 million in 2005 and $204.4 million in 2004. The most significant activity in 2006 consisted of the purchase of the Mark Winkler Portfolio of suburban office and light industrial properties and undeveloped land in the Washington, D.C. area for $867.6 million ($713.5 million paid in cash) and a portfolio of industrial properties in Savannah, Georgia for $196.2 million ($125.9 million paid in cash at closing).

· In 2006, we paid cash of $435.9 million for undeveloped land, compared to $136.3 million in 2005 and $113.4 million in 2004. These acquisitions provide us greater opportunities to use our development and construction expertise in the improving economic cycle.

Financing Activities

The following significant items highlight fluctuations in net cash provided by financing activities:

· In January 2006, we received approximately $177.7 million in net proceeds from the General Partner’s issuance of its Series M Cumulative Redeemable Preferred Shares. This preferred stock bears a dividend yield of 6.95%. We applied a portion of the net proceeds from the Series M preferred equity issuance to redeem $75.0 million of the General Partner’s Series I preferred shares in February, which had an 8.45% dividend rate.

· In February 2006, we obtained a $700.0 million secured term loan, which was priced at LIBOR +.525%. The proceeds were used to finance the acquisition of the Mark Winkler Portfolio in the Washington, D.C. metropolitan area, and the loan was secured by these properties. This term loan was paid in full in August 2006 with proceeds from the issuance of senior unsecured debt as described below.

· In February and March 2006, we issued $150.0 million of 5.50% senior unsecured notes due in 2016. A portion of the proceeds were used to retire our $100.0 million 6.72% puttable option reset securities. The remaining cash proceeds were used to fund costs associated with the issuance of debt and to repay amounts outstanding under our line of credit.

· In June 2006, we received approximately $106.3 million in net proceeds from the General Partner’s issuance of its Series N Cumulative Redeemable Preferred Shares. This preferred stock bears a dividend yield of 7.25%.

· In August 2006, we issued $450.0 million of 5.95% senior unsecured notes due in 2017 and $250.0 million of 5.625% senior unsecured notes due in 2011. The proceeds from these issuances were used to pay off the $700.0 million secured term loan as described above.

· In November 2006, we issued $319.0 million of 5.91% debt due in 2016 secured by certain of our in-service real estate properties.

· In November 2006, we issued $575.0 million of Exchangeable Notes, which will pay interest semiannually at a rate of 3.75% per annum and mature in December 2011.

· In December 2006, we repaid our $250 million LIBOR +.26% Senior Unsecured Notes.

Credit Ratings

The General Partner and we are currently assigned investment grade corporate credit ratings on our senior unsecured notes from Fitch Ratings, Moody’s Investor Service and Standard and Poor’s Ratings Group. Currently, Fitch and Standard and Poor’s have assigned a rating of BBB+ and Moody’s Investors has assigned a rating of Baa1 to our senior notes.

The General Partner and we also received investment grade credit ratings from the same rating agencies on the General Partner’s preferred stock. Fitch and Standard and Poor’s have assigned a preferred stock rating of BBB and Moody’s Investors has assigned a preferred stock rating of Baa2 to the General Partner’s preferred stock.

These senior notes and preferred stock ratings could change based upon, among other things, our results of operations and financial condition.

Financial Instruments

We are exposed to capital market risk, such as changes in interest rates. In order to manage the volatility relating to interest rate risk, we may enter into interest rate hedging arrangements from time to time. We do not utilize derivative financial instruments for trading or speculative purposes.

In August 2005, we entered into $300.0 million of cash flow hedges through forward-starting interest rate swaps to hedge interest rates on $300.0 million of anticipated debt offerings in 2007. The swaps qualify for hedge accounting, with any changes in fair value recorded in accumulated Other Comprehensive Income (“OCI”). At December 31, 2006, the fair value of these swaps was approximately $9.9 million in an asset position as the effective rates of the swaps were lower than current interest rates at December 31, 2006.

In March 2005, we entered into $300.0 million of cash flow hedges through forward-starting interest rate swaps to hedge interest rates on $300.0 million of anticipated debt offerings in 2006. The swaps qualified for hedge accounting, with any changes in fair value recorded in OCI. In March 2006, we issued $150.0 million of 5.50% senior unsecured notes due 2016 and terminated a corresponding amount of the cash flow hedges designated for this transaction. The settlement amount paid of approximately $800,000 will be recognized to earnings through interest expense ratably over the life of the senior unsecured notes and the ineffective portion of the hedge was insignificant. In August 2006, we issued $450.0 million of 5.95% senior unsecured notes due 2017 and $250.0 million of 5.63% senior unsecured notes due 2011 and terminated the remaining $150.0 million of cash flow hedges. The settlement amount received of approximately $1.6 million will be recognized to earnings through a reduction of interest expense ratably over the lives of the senior unsecured notes. The ineffective portion of the hedge was insignificant.

In June 2004, we simultaneously entered into three forward-starting interest rate swaps aggregating $144.3 million, which effectively fixed the rate on financing expected in 2004 at 5.346%, plus our credit spread over the swap rate. The swaps qualified for hedge accounting; therefore, changes in the fair value were recorded in OCI. In August 2004, we settled these three swaps when we issued $250.0 million of senior unsecured notes with an effective interest rate of 6.33%, due in 2014. We paid $6.9 million to unwind the swaps, which is amortized from OCI into interest expense over the life of the new 6.33% senior unsecured notes.

The effectiveness of our forward-starting hedge instruments will be evaluated throughout their lives using the hypothetical derivative method under which the change in fair value of the actual swap designated as the hedging instrument is compared to the change in fair value of a hypothetical swap.

Off Balance Sheet Arrangements

Investments in Unconsolidated Companies

We have equity interests ranging from 10% — 67% in unconsolidated companies that own and operate rental properties and hold land for development. The equity method of accounting (see Critical Accounting Policies) is used for these investments in which we have the ability to exercise significant influence, but not control, over operating and financial policies. As a result, the assets and liabilities of these joint ventures are not included on our balance sheet.

Our investments in and advances to unconsolidated companies represents approximately 9% of our total assets as of December 31, 2006. These investments provide several benefits to us, including increased market share, tenant and property diversification and an additional source of capital to fund real estate projects.

The following table presents summarized financial information for unconsolidated companies for the years ended December 31, 2006 and 2005, respectively (in thousands, except percentage data):

	Dugan				Dugan				Eaton Vance				Other
	Realty, LLC				Texas, LLC				Joint Ventures				Joint Ventures				Total
	2006		2005		2006		2005		2006		2005		2006		2005		2006		2005

Land, buildings and tenant improvements, net	$	641,562	$	677,377	$	217,694	$	211,818	$	382,232	$	-	$	269,482	$	232,059	$	1,510,970	$	1,121,254
Land held for development		9,669		11,628		5,312		9,222	—		-			76,299		27,086		91,280		47,936
Other assets		37,060		35,959		21,656		17,347		5,189		-		84,675		19,778		148,580		73,084
	$	688,291	$	724,964	$	244,662	$	238,387	$	387,421	$	-	$	430,456	$	278,923	$	1,750,830	$	1,242,274

Property indebtedness	$	307,439	$	360,290	$	17,998	$	17,999	$	—	$	-	$	92,533	$	136,903	$	417,970	$	515,192
Other liabilities		22,391		23,903		9,803		10,436		5,285		-		132,689		23,886		170,168		58,225
		329,830		384,193		27,801		28,435		5,285	-			225,222		160,789		588,138		573,417
Owners’ equity		358,461		340,771		216,861		209,952		382,136		-		205,234		118,134		1,162,692		668,857
	$	688,291	$	724,964	$	244,662	$	238,387	$	387,421	$	-	$	430,456	$	278,923	$	1,750,830	$	1,242,274

Rental income	$	94,312	$	94,045	$	32,123	$	30,481	$	2,644	$	-	$	28,107	$	38,921	$	157,186	$	163,447
Net income (loss)	$	34,483	$	41,678	$	12,822	$	12,351	$	1,069	$	-	$	17,611	$	3,532	$	65,985	$	57,561

Total square feet	20,770		21,436		6,840		6,255		1,778		-		6,307		5,225		35,695		32,916
Percent leased	93.06 %		95.9 %		89.24%		90.7 %		96.43%		- %		71.50 %		90.0%		88.69 %		94.2%
Company													10%-		10.0 %-
ownership percentage	50.0 %		50.0 %		50.0 %		50.0 %		30.0%		- %		67 %		64.0%

Off Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships (“special purpose entities”) that have been established solely for the purpose of facilitating off-balance sheet arrangements.

Contractual Obligations

At December 31, 2006, we are subject to certain contractual payment obligations as described in the table below:

	Payments due by Period
Contractual Obligations	Total		2007		2008		2009		2010		2011		Thereafter
Long-term debt (1)	$	5,126,157	$	432,672	$	474,791	$	464,387	$	342,921	$	1,168,423	$	2,242,963
Line of credit (2)	373,531		18,434		18,434		18,434		318,229		—		—
Share of mortgage debt of unconsolidated joint ventures (3)	251,815		51,493		13,197		61,929		120,615		4,581		—
Ground leases	27,298		1,186		1,048		1,240		1,362		1,395		21,067
Operating leases	725		399		169		145		10		2		—
Development and construction backlog costs (4)	590,807		549,169		41,638		—		—		—		—
Future land acquisitions (5)	36,146		28,767		2,782		—		4,597		—		—
Service contracts (6)	6,531		2,437		2,591		1,161		171		171		—
Other (7)		3,549		353		355		356		358		359		1,768
Total Contractual Obligations	$	6,416,559	$	1,084,910	$	555,005	$	547,652	$	788,263	$	1,174,931	$	2,265,798

(1) Our long-term debt consists of both secured and unsecured debt and includes both principal and interest. Interest expense for variable rate debt was calculated using the interest rate at December 31, 2006.

(2) Our unsecured line of credit matures in January 2010.

(3) Our share of unconsolidated mortgage debt includes both principal and interest. Interest expense for variable rate debt was calculated using the interest rate at December 31, 2006.

(4) Represents estimated remaining costs on the completion of held-for-rental, held-for-sale and third-party construction projects.

(5) These land acquisitions are subject to the completion of due diligence requirements, resolution of certain contingencies and completion of customary closing conditions.

(6) Service contracts defined as those, which cover periods greater than one year and are not cancelable without cause by either party.

(7) Represents other contractual obligations.

Related Party Transactions

We provide property management, leasing, construction and other tenant related services to unconsolidated companies in which we have equity interests. For the years ended December 31, 2006, 2005 and 2004, respectively, we received from these unconsolidated companies management fees of $4.4 million, $4.8 million and $4.9 million, leasing fees of $2.9 million, $4.3 million and $2.6 million and construction and development fees of $19.1 million, $2.0 million and $1.5 million. We recorded these fees at market rates and eliminated our ownership percentages of these fees in the consolidated financial statements.

Commitments and Contingencies

We have guaranteed the repayment of $79.6 million of economic development bonds issued by various municipalities in connection with certain commercial developments. We will be required to make payments under our guarantees to the extent that incremental taxes from specified developments are not sufficient to pay the bond debt service. Management does not believe that it is probable that we will be required to make any significant payments in satisfaction of these guarantees.

We also have guaranteed the repayment of secured and unsecured loans of four of our unconsolidated subsidiaries. At December 31, 2006, the outstanding balance on these loans was approximately $129.0 million. Management believes that the value of the real estate exceeds the loan balance and that we will not be required to satisfy these guarantees.

We have entered into agreements, subject to the completion of due diligence requirements, resolution of certain contingencies and completion of customary closing conditions, for the future acquisition of land totaling $36.1 million.

In October 2000, we sold or contributed industrial properties and undeveloped land with a fair value of $487.0 million to a joint venture (Dugan Realty LLC) in which we have a 50% interest and recognized a net gain of $35.2 million. In connection with this transaction, the joint venture partners were given an option to put up to a $50.0 million interest in the joint venture to us in exchange for the General Partner’s common stock or cash (at our option), subject to certain timing and other restrictions. As a result of this put option, we deferred $10.2 million of gain on sale of depreciated property and recorded a $50.0 million liability.

We renewed all of our major insurance policies in 2006. These policies include coverage for acts of terrorism for our properties. We believe that this insurance provides adequate coverage against normal insurance risks and that any loss experienced would not have a significant impact on our liquidity, financial position, or results of operations.

We are subject to various legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, the amount of any ultimate liability with respect to these actions will not materially affect our consolidated financial statements or results of operations.

Recent Accounting Pronouncements

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes , an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on description, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 becomes effective on January 1, 2007 and is not anticipated to have a material effect on our 2007 financial position, results of operations, or liquidity.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 provides guidance regarding the process of quantifying the materiality of financial statement misstatements. We adopted SAB 108 in the fourth quarter of 2006 with no effect to our financial statements.

Item 7A. Quantitative and Qualitative Disclosure About Market Risks

We are exposed to interest rate changes primarily as a result of our line of credit and long-term debt borrowings. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we borrow primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes.

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts (in thousands) of the expected annual maturities, weighted average interest rates for the average debt outstanding in the specified period, fair values and other terms required to evaluate the expected cash flows and sensitivity to interest rate changes.

								Fair
	2007	2008	2009	2010	2011	Thereafter	Total	Value

Fixed rate secured debt	$ 26,859	$ 55,766	$ 11,475	$ 11,202	$ 23,339	$ 524,245	$ 652,886	$ 655,809
Weighted average interest rate	7.31%	5.80%	6.91%	6.86%	7.14%	6.12%

Variable rate secured debt	$ 645	$ 680	$ 710	$ 750	$ 785	$ 6,045	$ 9,615	$ 9,615
Weighted average interest rate	3.79%	3.79%	3.79%	3.79%	3.79%	3.79%

Fixed rate unsecured notes	$ 200,156	$ 225,000	$ 275,000	$ 175,000	$ 1,000,000	$ 1,250,000	$ 3,125,156	$ 3,167,834
Weighted average interest rate	5.55%	4.77%	7.39%	5.37%	5.05%	6.00%

Variable rate unsecured notes	$ -	$ 4,497	$ -	$ -	$ -	$ -	$ 4,497	$ 4,497
Weighted average interest rate	N/A	6.20%	N/A	N/A	N/A	N/A

Unsecured line of credit	$ -	$ -	$ -	$ 317,000	$ -	$ -	$ 317,000	$ 317,000
Rate at December 31, 2006	N/A	N/A	N/A	5.82%	N/A	N/A

As the table incorporates only those exposures that exist as of December 31, 2006, it does not consider those exposures or positions that could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and interest rates.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary data are included under Item 15 of this Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There was no change or disagreement with our accountants related to our accounting and financial disclosures.

Item 9A. Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” as of the end of the period covered by this Annual Report. The controls evaluation was done under the supervision and with the participation of management, including the General Partner’s Chief Executive Officer and Chief Financial Officer.

Attached as exhibits to this Annual Report are certifications of the General Partner’s Chief Executive Officer and Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Disclosure controls and procedures (as defined in Rule 13a-15 and 15d-15f under the Securities Exchange Act of 1934 (the “Exchange Act”) are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including the General Partner’s principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Based on the disclosure controls and procedures evaluation referenced above, the General Partner’s Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective.

Management’s annual report on internal control over financial reporting and the attestation report of our registered public accounting firm are included in Item 15 of Part IV under the headings “Management’s Report on Internal Control” and “Report of Independent Registered Public Accounting Firm,” respectively, and are incorporated herein by reference.

There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2006, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

There was no information required to be disclosed in a report on Form 8-K during the fourth quarter of 2006 for which no Form 8-K was filed.

PART III

Item 10. Directors and Executive Officers of the Registrant

The Partnership does not have any directors or officers. The information required by Item 10 for Directors and Certain Executive Officers is contained in the General Partner’s Proxy Statement and is herein incorporated by this reference.

Item 11. Executive Compensation

The information required by Item 11 is contained in the Proxy Statement and is incorporated herein by this reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following is a summary of the executive officers of the General Partner as of January 1, 2007:

Dennis D. Oklak, age 53 . Mr. Oklak was named Chairman and Chief Executive Officer of the General Partner in April 2005. He served as President and Chief Executive Officer from April 2004 to April 2005. He was Co-Chief Operating Officer from April 2002 through January 2003, at which time he was named President and Chief Operating Officer. Mr. Oklak assumed the position of Executive Vice President and Chief Administrative Officer in 1997. From 1986 through 1997, Mr. Oklak served in various financial positions of the General Partner .

Matthew A. Cohoat, age 47 . Mr. Cohoat was named Executive Vice President and Chief Financial Officer of the General Partner on January 1, 2004. From 1990 through 2003, Mr. Cohoat held various positions in financial areas of the General Partner .

Robert M. Chapman, age 53 . Mr. Chapman has served as the General Partner’s Senior Executive Vice President, Real Estate Operations, since November 2003. From 1999 through November 2003, Mr. Chapman served in various real estate investment and operating positions of the General Partner .

Howard L. Feinsand, age 59 . Mr. Feinsand has served as the General Partner’s Executive Vice President and General Counsel since 1999 and, since 2003, also has served as the General Partner’s Corporate Secretary. Mr. Feinsand served on the General Partner’s board of directors from 1988 to January 2003.

Steven R. Kennedy, age 50 . Mr. Kennedy was named as the General Partner’s Executive Vice President, Construction on January 1, 2004. From 1986 until 2004, he served in various capacities in the construction group, most recently as Senior Vice President.

All other information required by Item 12 is contained in the Proxy Statement and is incorporated herein by this reference.

Item 13. Certain Relationships and Related Transactions

The information required by Item 13 is contained in the Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information required by Item 14 is contained the Proxy Statement and is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report:

1. Consolidated Financial Statements

The following Consolidated Financial Statements, together with the Management’s Report on Internal Control, the Report of Independent Registered Public Accounting Firm-Financial Statements and Financial Statement Schedule III and Report of Independent Registered Public Accounting Firm-Management’s Assessment of the Effectiveness of Internal Control over Financial Reporting and the Effectiveness of Internal Control over Financial Reporting, are listed below:

Management’s Report on Internal Control

Report of Independent Registered Public Accounting Firm-Management’s

Assessment of the Effectiveness of Internal Control over Financial

Reporting and the Effectiveness of Internal Control over Financial Reporting

Report of Independent Registered Public Accounting

Firm-Financial Statements and Financial Statement Schedule III

Consolidated Balance Sheets, December 31, 2006 and 2005

Consolidated Statements of Operations, Years Ended December 31,

2006, 2005 and 2004

Consolidated Statements of Cash Flows, Years Ended December 31, 2006, 2005

and 2004

Consolidated Statements of Partners’ Equity, Years Ended December 31,

2006, 2005 and 2004

Notes to Consolidated Financial Statements

2. Consolidated Financial Statement Schedules

Schedule III — Real Estate and Accumulated Depreciation

3. Exhibits

The following exhibits are filed with this Form 10-K or incorporated herein by reference to the listed document previously filed with the SEC. Previously unfiled documents are noted with an asterisk (*).

Number		Description

3.1(i)		Certificate of Limited Partnership of Duke Realty Limited Partnership, dated September 17, 1993.*

3.2(i)		Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership .*

3.2(ii)		Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (filed as Exhibit 10.3 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).

3.2(iii)		Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (filed as Exhibit 10.4 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).

3.2(iv)		Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (filed as Exhibit 10.5 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).

3.2(v)		Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated August 25, 2003, establishing the amount, terms and rights of Duke Realty Limited Partnership’s 6.625% Series J Cumulative Redeemable Preferred Units (filed as Exhibit 10.6 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 7, 2006, File No. 001-09044, and incorporated herein by this reference).

3.2(vi)		Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated February 13, 2004, establishing the amount, terms and rights of Duke Realty Limited Partnership’s 6.5% Series K Cumulative Redeemable Preferred Units (filed as Exhibit 10.7 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 7, 2006, File No. 001-09044, and incorporated herein by this reference).

3.2(vii)		Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated November 30, 2004, establishing the amount, terms and rights of Duke Realty Limited Partnership’s 6.6% Series L Cumulative Redeemable Preferred Units (filed as Exhibit 10.8 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 7, 2006, File No. 001-09044, and incorporated herein by this reference).

3.2(viii)		Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated January 31, 2006, establishing the amount, terms and rights of Duke Realty Limited Partnership’s 6.95% Series M Cumulative Redeemable Preferred Units (filed as Exhibit 3.1 to the Current Report on Form 8-K, as filed with the SEC on February 6, 2006, File No. 000-20625, and incorporated herein by this reference).

3.2(ix)		Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated June 30, 2006, establishing the amount, terms and rights of Duke Realty Limited Partnership’s 7.25% Series N Cumulative Redeemable Preferred Units (filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on July 5, 2006, File No. 000-20625, and incorporated herein by this reference).

4.1(i)		Third Restated Articles of Incorporation of Duke Realty Corporation (filed as Exhibit 3.1 to the General Partner’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as filed with the SEC on May 13, 2003, File No. 001-09044, and incorporated herein by this reference).

4.1(ii)		Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of the General Partner’s 6.625% Series J Cumulative Redeemable Preferred Shares (filed as Exhibit 3 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on August 27, 2003, File No. 001-09044, and incorporated herein by this reference).

4.1(iii)		Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of the General Partner’s 6.5% Series K Cumulative Redeemable Preferred Shares (filed as Exhibit 3 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on February 26, 2004, File No. 001-09044, and incorporated herein by this reference).

4.1(iv)		Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of the General Partner’s 6.6% Series L Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 of the General Partner’s Current Report on Form 8-K, as filed with the SEC on November 29, 2004, File No. 001-09044, and incorporated herein by reference).

4.1(v)		Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of the General Partner’s 7.99% Series B Cumulative Step-Up Premium Rate Preferred Shares (filed as Exhibit 3.6 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 7, 2006, File No. 001-09044, and incorporated herein by this reference).

4.1(vi)		Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of the General Partner’s 7.25% Series N Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on July 6, 2006, and incorporated herein by this reference).

4.1(vii)		Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, amending the Designating Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of the General Partner’s 6.95% Series M Cumulative Redeemable Preferred Shares (filed as Exhibit 3.2 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on July 6, 2006, and incorporated herein by this reference).

4.2(i)		Third Amended and Restated Bylaws of Duke Realty Corporation (filed as Exhibit 3.2 to the General Partner’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as filed with the SEC on May 13, 2003, File No. 001-09044, and incorporated herein by this reference).

4.3(i)		Indenture, dated September 19, 1995, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4.1 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on September 22, 1995, File No. 001-09044, and incorporated herein by this reference).

4.3(ii)		First Supplemental Indenture, dated September 19, 1995, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4.2 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on September 22, 1995, File No. 001-09044, and incorporated herein by this reference).

4.3(iii)		Second Supplemental Indenture, dated April 29, 1996, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on July 12, 1996, File No. 000-20625, and incorporated herein by this reference).

4.3(iv)		Third Supplemental Indenture, dated May 13, 1997, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on May 20, 1997, File No. 000-20625, and incorporated herein by this reference).

4.3(v)		Fourth Supplemental Indenture, dated August 21, 1997, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4.8 to the General Partner’s Registration Statement on Form S-4, as filed with the SEC on May 4, 1999, File No. 333-77645, and incorporated herein by this reference).

4.3(vi)		Fifth Supplemental Indenture, dated May 27, 1998, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on June 1, 1998, File No. 000-20625, and incorporated herein by this reference).

4.3(vii)		Sixth Supplemental Indenture, dated February 12, 1999, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on February 12, 1999, File No. 000-20625, and incorporated herein by this reference).

4.3(viii)		Seventh Supplemental Indenture, dated June 18, 1999, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on June 29, 1999, File No. 000-20625, and incorporated herein by this reference).

4.3(ix)		Eighth Supplemental Indenture, dated November 16, 1999, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on November 15, 1999, File No. 000-20625, and incorporated herein by this reference).

4.3(x)		Ninth Supplemental Indenture, dated March 5, 2001, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on March 2, 2001, File No. 000-20625, and incorporated herein by this reference).

4.3(xi)		Tenth Supplemental Indenture, dated June 8, 2001, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on August 13, 2001, File No. 000-20625, and incorporated herein by this reference).

4.3(xii)		Eleventh Supplemental Indenture, dated August 26, 2002, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on August 26, 2002, File No. 000-20625, and incorporated herein by this reference).

4.3(xiii)		Twelfth Supplemental Indenture, dated January 16, 2003, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on January 16, 2003, File No. 000-20625, and incorporated herein by this reference).

4.3(xiv)		Thirteenth Supplemental Indenture, dated May 22, 2003, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on May 22, 2003, File No. 000-20625, and incorporated herein by this reference).

4.3(xv)		Fourteenth Supplemental Indenture, dated October 24, 2003, between Duke Realty Limited Partnership and Bank One Trust Company, N.A., Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on October 24, 2003, File No. 000-20625, and incorporated herein by this reference).

4.3(xvi)		Fifteenth Supplemental Indenture, dated January 7, 2004, between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on January 9, 2004, File No. 000-20625, and incorporated herein by this reference).

4.3(xvii)		Sixteenth Supplemental Indenture, dated January 16, 2004, between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on January 23, 2004, File No. 000-20625, and incorporated herein by this reference).

4.3(xviii)		Seventeenth Supplemental Indenture, dated August 16, 2004, between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on August 18, 2004, File No. 000-20625, and incorporated herein by this reference).

4.3(xix)		Eighteenth Supplemental Indenture, dated December 22, 2004, between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, Trustee (filed as Exhibit 4 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on December 23, 2004, File No. 000-20625, and incorporated herein by this reference).

4.3(xx)		Nineteenth Supplemental Indenture, dated as of March 1, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association (successor in interest to Bank One Trust Company, N.A.), including the form of global note evidencing the 5.5% Senior Notes Due 2016 (filed as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on March 3, 2006, File No. 000-20625, and incorporated herein by this reference).

4.3(xxi)		Twentieth Supplemental Indenture, dated as of July 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association (successor in interest to The First National Bank of Chicago), modifying certain financial covenants contained in Sections 1004 and 1005 of the Indenture , dated September 19, 1995, between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K, filed with the SEC on July 28, 2006, and incorporated herein by this reference).

4.4(i)		Indenture, dated as of July 28, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association (filed as Exhibit 4.1 to the General Partner’s automatic shelf registration statement on Form S-3, filed with the SEC on July 31, 2006, and incorporated herein by this reference).

4.4(ii)		First Supplemental Indenture, dated as of August 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, including the form of global note evidencing the 5.625% Senior Notes Due 2011 (filed as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on August 30, 2006, and incorporated herein by this reference).

4.4(iii)		Second Supplemental Indenture, dated as of August 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, including the form of global note evidencing the 5.95% Senior Notes Due 2017 (filed as Exhibit 4.2 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on August 30, 2006, and incorporated herein by this reference).

4.5		Indenture, dated November 22, 2006, by and among Duke Realty Limited Partnership, the General Partner and The Bank of New York Trust Company, N.A., as trustee, including the form of 3.75% Exchangeable Senior Note due 2011 (filed as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K, as filed with the Commission on November 29, 2006, File No. 000-20625, and incorporated herein by this reference).

4.6		Deposit Agreement, dated as of January 31, 2006, by and among the General Partner, American Stock Transfer & Trust Company, as depositary, and the holders from time to time of the Depositary Receipts (which includes as an exhibit the form of Depositary Receipts filed as Exhibit 4.1 to the General Partner’s Current Report on Form 8-K, as filed with the SEC January 31, 2006, File No. 001-09044, and incorporated herein by this reference).

10.1(i)		Second Amended and Restated Agreement of Limited Partnership of Duke Realty Services Limited Partnership (the “Services Partnership”), dated as of September 30, 1994 (filed as Exhibit 10.3 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 1994, as filed with the SEC on February 21, 1996, File No. 001-09044, and incorporated herein by this reference).

10.1(ii)		First Amendment to Second Amended and Restated Agreement of Limited Partnership of the Services Partnership, dated July 23, 1998 (filed as Exhibit 10.7 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated by this reference).

10.1(iii)		Second Amendment to Second Amended and Restated Agreement of Limited Partnership of the Services Partnership, dated October 26, 1995 (filed as Exhibit 10.8 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated by this reference).

10.1(iv)		Third Amendment to Second Amended and Restated Agreement of Limited Partnership of the Services Partnership, effective as of January 1, 2002 (filed as Exhibit 10.9 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated by this reference).

10.2		Promissory Note of the Services Partnership (filed as Exhibit 10.3 to the General Partner’s Registration Statement on Form S-2, as filed with the SEC on June 8, 1993, File No. 33-64038, and incorporated herein by this reference).

10.3(i)		1995 Key Employee Stock Option Plan of the General Partner (filed as Exhibit 10.13 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 1995, as filed with the SEC on March 30, 1995, File No. 001-09044, and incorporated herein by this reference).#

10.3(ii)		Amendment One to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.19 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.3(iii)		Amendment Two to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.20 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.3(iv)		Amendment Three to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.21 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.3(v)		Amendment Four to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.22 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.3(vi)		Amendment Five to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.23 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.3(vii)		Amendment Six to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.24 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.3(viii)		Amendment Seven to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.1 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.3(ix)		Amendment Nine to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.3 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on October 9, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.3(x)		Amendment Ten to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.4 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on November 8, 2006, File No. 001-09044, and incorporated herein by this reference).#

10.4(i)		1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.15 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 1995, as filed with the SEC on March 30, 1995, File No. 001-09044, and incorporated herein by this reference).#

10.4(ii)		Amendment One to the 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.29 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.4(iii)		Amendment Two to the 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.30 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.4(iv)		Amendment Three to the 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.31 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.4(v)		Amendment Four to the 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.2 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.4(vi)		Amendment Five to the 1995 Shareholder Value Plan of the Services Partnership (filed as Exhibit 10.2 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on October 9, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.5(i)		1999 Directors’ Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as Annex F to the prospectus in the General Partner’s Registration Statement on Form S-4, as filed with the SEC on May 4, 1999, File No. 333-77645, and incorporated herein by this reference).#

10.5(ii)		Amendment One to the 1999 Directors’ Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as Appendix B of the Registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 15, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.6(i)		1999 Salary Replacement Stock Option and Dividend Increase Unit Plan (filed as Annex G to the prospectus in the General Partner’s Registration Statement on Form S-4, as filed with the SEC on May 4, 1999, File No. 333-77645, and incorporated herein by this reference).#

10.6(ii)		Amendment One to the 1999 Salary Replacement Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.3 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.6(iii)		Amendment Two to the 1999 Salary Replacement Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.4 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.7(i)		2000 Performance Share Plan of Duke-Weeks Realty Corporation (filed as Exhibit A of the Registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 15, 2001, File No. 001-09044, and incorporated herein by this reference).#

10.7(ii)		Amendment One to the 2000 Performance Share Plan of Duke-Weeks Realty Corporation (filed as Exhibit 10.6 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.7(iii)		Amendment Two to the 2000 Performance Share Plan of Duke-Weeks Realty Corporation (filed as Exhibit 10.42 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 2003, as filed with the SEC on March 5, 2004, File No. 001-09044, and incorporated herein by this reference).#

10.7(iv)		Amendment Three to the 2000 Performance Share Plan of Duke-Weeks Realty Corporation (filed as Exhibit 99.1 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on May 2, 2006, File No. 001-09044, and incorporated herein by this reference).#

10.8(i)		Dividend Increase Unit Plan of the Services Partnership (filed as Exhibit 10.25 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.8(ii)		Amendment One to the Dividend Increase Unit Plan of the Services Partnership (filed as Exhibit 10.26 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.8(iii)		Amendment Two to the Dividend Increase Unit Plan of the Services Partnership (filed as Exhibit 10.27 to the General Partner’s Annual Report on Form 10-K405 for the year ended December 31, 2001, as filed with the SEC on March 15, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.8(iv)		Amendment Three to the Dividend Increase Unit Plan of the Services Partnership (filed as Exhibit 10.5 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2002, File No. 001-09044, and incorporated herein by this reference).#

10.8(v)		Amendment Four to the Dividend Increase Unit Plan of the Services Partnership (filed as Exhibit 10.30 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the SEC on March 4, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.9(i)		Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation (filed as Exhibit 10.5 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on November 8, 2006, File No. 001-09044, and incorporated herein by this reference).#

10.9(ii)		Amendment One to the Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation (filed as Exhibit 10.21(ii) to the General Partner’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2007, File No. 001-09044, and incorporated herein by this reference).#

10.9(iii)		Amendment Two to the Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation (filed as Exhibit 10.4 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on October 9, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.9(iv)		Amendment Three to the Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation (filed as Exhibit 99.2 to the General Partner’s Registration Statement on Form S-8, as filed with the SEC on March 24, 2004, File No. 333-113907, and incorporated herein by this reference).#

10.10(i)		Duke Realty Corporation 2005 Long-Term Incentive Plan (filed as Appendix A to the General Partner’s Definitive Proxy Statement on Schedule 14A, dated March 16, 2005, as filed with the SEC on March 16, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.10(ii)		Form of 2005 Long-Term Incentive Plan Stock Option Award Certificate (filed as Exhibit 99.4 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on May 3, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.10(iii)		Form of 2005 Long-Term Incentive Plan Award Certificate for Restricted Stock Units and Shareholder Value Plan Awards (filed as Exhibit 99.5 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on May 3, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.10(iv)		Form of 2005 Long-Term Incentive Plan Restricted Stock Unit Award Certificate for Non-Employee Directors (filed as Exhibit 99.6 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on May 3, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.10(v)		Duke Realty Corporation 2005 Shareholder Value Plan, a sub-plan of the 2005 Long-Term Incentive Plan (filed as Exhibit 99.2 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on May 3, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.11(i)		Duke Realty Corporation Non-Employee Directors Compensation Plan, a sub-plan of the 2005 Long-Term Incentive Plan (filed as Exhibit 99.3 to the General Partner’s Current Report on Form 8-K as filed with the SEC on May 3, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.11(ii)		Amendment One to the Duke Realty Corporation 2005 Non-Employee Directors Compensation Plan (filed as Exhibit 99.1 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on October 31, 2005, File No. 001-09044, and incorporated by this reference).#

10.11(iii)		Amendment Two to the Duke Realty Corporation 2005 Non-Employee Directors Compensation Plan (filed as Exhibit 99.1 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on February 7, 2006, File No. 001-09044, and incorporated by this reference).#

10.11(iv)		Amendment Three to the Duke Realty Corporation 2005 Non-Employee Directors Compensation Plan (filed as Exhibit 10.5 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on November 8, 2006, File No. 001-09044, and incorporated by this reference).#

10.12		Duke Realty Corporation 2005 Dividend Increase Unit Replacement Plan (filed as Exhibit 99.1 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on December 9, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.13		Form of Forfeiture Agreement/Performance Unit Award Agreement (filed as Exhibit 99.2 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on December 9, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.14		Form of Letter Agreement Regarding Executive Severance, dated December 13, 2005, between the General Partner, as the General Partner of Duke Realty Limited Partnership, and the following executive officers; Dennis D. Oklak, Robert M. Chapman, Matthew A. Cohoat, James B. Connor, Denise K. Dank, Howard L. Feinsand, Robert D. Fessler, Donald Hunter, Steven R. Kennedy, Paul R. Quinn, and Christopher Seger (filed as Exhibit 10.1 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on December 19, 2005, File No. 001-09044, and incorporated herein by this reference).#

10.15		Term Loan Agreement, Dated May 31, 2005, by and between Duke Realty Limited Partnership, the General Partner, J.P. Morgan Securities, Inc., JP Morgan Chase Bank, N.A. and the several banks, financial institutions and other entities from time to time parties thereto as lenders (filed as Exhibit 99.1 to the General Partner’s Current Report on Form 8-K, as filed with the SEC on June 6, 2005, File No. 001-09044, and incorporated herein by this reference).

10.16		Commercial Multi-Property Agreement of Purchase and Sale, dated January 24, 2006, by and among Duke Realty Limited Partnership, The Mark Winkler Company, and each of the other entities controlled by or affiliated with The Mark Winkler Company named therein, as amended by the First Amendment to Commercial Multi-Property Agreement of Purchase and Sale dated February 28, 2006, the Second Amendment to Commercial Multi-Property Agreement of Purchase and Sale dated March 10, 2006, and the Third Amendment to Commercial Multi-Property Agreement of Purchase and Sale dated April 21, 2006 (filed as Exhibit 10.1 to the General Partner’s Quarterly Report on Form 10-Q, as filed with the SEC on May 10, 2006, File No. 001-09044, and incorporated herein by this reference).

10.17		Fifth Amended and Restated Revolving Credit Agreement dated January 25, 2006, among Duke Realty Limited Partnership, as borrower, the General Partner, as Guarantor, and Bank One as Administrative Agent and Lender (filed as Exhibit 10.56 to the General Partner’s Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 7, 2006, File No. 001-09044, and incorporated herein by this reference).

10.18		Term Loan Agreement, dated as of February 28, 2006, by and among Duke Realty Limited Partnership, as borrower, the General Partner, as Guarantor, certain of their respective subsidiaries, as guarantors, Bank of America, N.A., individually and as Administrative Agent, Banc of America Securities LLC, as Lead Arranger and Sole Book Runner, and each of the other lenders named therein (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K, as filed with the SEC on March 3, 2006, File No. 000-20625, and incorporated herein by this reference).

10.19		Registration Rights Agreement, dated November 22, 2006, by and among Duke Realty Limited Partnership, the General Partner, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the initial purchasers of the Notes (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K, as filed with the Commission on November 29, 2006, File No. 000-20625, and incorporated herein by this reference).

10.20		Common Stock Delivery Agreement, dated November 22, 2006, by and between Duke Realty Limited Partnership and the General Partner (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K, as filed with the Commission on November 29, 2006, File No. 000-20625, and incorporated herein by this reference).

10.21		Contribution Agreement, dated December 5, 2006, by and between Duke Realty Limited Partnership and Quantico and Belbrook Realty Corporation, an affiliate of an investment fund managed by Eaton Vance (filed as Exhibit 10.30 to the General Partner’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2007, File No. 001-09044, and incorporated herein by this reference).

10.22		Contribution Agreement, dated December 5, 2006, by and between Duke Realty Limited Partnership and Lafayette and Belcrest Realty Corporation, an affiliate of an investment fund managed by Eaton Vance (filed as Exhibit 10.31 to the General Partner’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2007, File No. 001-09044, and incorporated herein by this reference.

12.1		Statement of Computation of Ratios of Earnings to Fixed Charges.*

12.2		Statement of Computation of Ratios of Earnings to Debt Service.*

21.1		List of the Duke Realty Limited Partnership’s Subsidiaries.*

23.1		Consent of KPMG LLP.*

24.1		Executed Powers of Attorney of certain directors.*

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* **

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* **

99.1		Selected Quarterly Financial Information.*

# Represents management contract or compensatory plan or arrangement.

* Filed herewith.

** The certifications attached as Exhibits 32.1 and 32.2 accompany this Annual Report on Form 10-K and are “furnished” to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by us for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

We will furnish to any security holder, upon written request, copies of any exhibit incorporated by reference, for a fee of 15 cents per page, to cover the costs of furnishing the exhibits. Written requests should include a representation that the person making the request was the beneficial owner of securities entitled to vote at the Annual Meeting of Shareholders.

(b) Exhibits

The exhibits required to be filed with this Form 10-K pursuant to Item 601 of Regulation S-K are listed under “Exhibits” in Part IV, Item 14(a)(3) of Form 10-K and are incorporated herein by reference.

(c) Financial Statement Schedule

The Financial Statement Schedule required to be filed with this Form 10-K is listed under “Consolidated Financial Statement Schedules” in Part IV, Item 14(a)(2) of this Form 10-K, and is incorporated herein by reference.

Management’s Report on Internal Control

We, as management of Duke Realty Limited Partnership and its subsidiaries (the “Partnership”), are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the General Partner’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the company;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Partnership; and

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2006 based on the control criteria established in a report entitled Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on such evaluation, we have concluded that, as of December 31, 2006, our internal control over financial reporting is effective based on these criteria.

The independent registered public accounting firm of KPMG LLP, as auditors of the Partnership’s consolidated financial statements, has issued an attestation report on management’s assessment of the Partnership’s internal control over financial reporting.

/s/ Dennis D. Oklak		/s/ Matthew A. Cohoat
Dennis D. Oklak		Matthew A. Cohoat
Chairman and Chief Executive Officer		Executive Vice President and
of the General Partner		Chief Financial Officer of the
(Principal Executive Officer)		General Partner
		(Principal Financial Officer)

Report of Independent Registered Public Accounting Firm

The Partners of

Duke Realty Limited Partnership:

We have audited the accompanying consolidated balance sheets of Duke Realty Limited Partnership and Subsidiaries (the “Partnership”) as of December 31, 2006 and 2005, and the related consolidated statements of operations, cash flows and partners’ equity for each of the years in the three-year period ended December 31, 2006. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Duke Realty Limited Partnership and Subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule III, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Duke Realty Limited Partnership and Subsidiaries’ internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 12, 2007, expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

/s/ KPMG LLP

Indianapolis, Indiana
March 12, 2007

Report of Independent Registered Public Accounting Firm

The Partners of

Duke Realty Limited Partnership:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control, that Duke Realty Limited Partnership and Subsidiaries (the “Partnership”) maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Duke Realty Limited Partnership and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Partnership’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Duke Realty Limited Partnership and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control-Integrated Framework issued by COSO. Also, in our opinion, Duke Realty Limited Partnership and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Duke Realty Limited Partnership and Subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, cash flows and partners’ equity for each of the years in the three-year period ended December 31, 2006 and related financial statement schedule III, and our report dated March 12, 2007, expressed an unqualified opinion on those consolidated financial statements and related financial statement schedule III.

/s/ KPMG LLP


Indianapolis, Indiana
March 12, 2007

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Balance Sheets

As of December 31,

(in thousands)

		2006		2005
ASSETS

Real estate investments:
Land and improvements	$	844,091	$	675,050
Buildings and tenant improvements		4,211,602		4,156,456
Construction in progress		359,765		227,066
Investments in and advances to unconsolidated companies		628,323		301,322
Land held for development		737,752		429,270
		6,781,533		5,789,164
Accumulated depreciation		(867,079)		(754,742)

Net real estate investments		5,914,454		5,034,422

Real estate investments and other assets held-for-sale		512,925		-

Cash and cash equivalents		68,154		26,858
Accounts receivable, net of allowance of $1,088 and $1,093		24,118		31,342
Straight-line rent receivable, net of allowance of $1,915 and $1,538		105,319		95,948
Receivables on construction contracts, including retentions		64,768		50,035
Deferred financing costs, net of accumulated amortization of $19,492 and $14,113		62,277		27,118
Deferred leasing and other costs, net of accumulated amortization of $127,155 and $112,245		311,553		227,648
Escrow deposits and other assets		183,728		153,316
	$	7,247,296	$	5,646,687

LIABILITIES AND PARTNERS’ EQUITY
Indebtedness:
Secured debt		$515,192	$	167,255
Unsecured notes		3,129,653		2,050,396
Unsecured line of credit		317,000		383,000
		3,961,845		2,600,651

Liabilities of properties held for sale		155,185		-

Construction payables and amounts due subcontractors, including retentions		136,508		93,137

Accrued expenses:
Real estate taxes		59,273		60,883
Interest		52,106		33,022
Other		62,078		52,649
Other liabilities		128,857		136,104
Tenant security deposits and prepaid rents		31,121		34,924
Total liabilities		4,586,973		3,011,370

Minority interest		1,080		73

Partners’ equity:
General Partner
Common equity		1,671,104		1,841,932
Preferred equity (liquidation preferences of $876,250 and $657,250)		825,774		616,780
		2,496,878		2,458,712
Limited Partners’ common equity		156,930		183,650
Accumulated other comprehensive income (loss)		5,435		(7,118)
Total partners’ equity		2,659,243		2,635,244

	$	7,247,296	$	5,646,687

See accompanying Notes to Consolidated Financial Statements.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended December 31

(in thousands, except per unit amounts)

		2006		2005		2004
RENTAL OPERATIONS
Revenues:
Rental income from continuing operations	$	780,666	$	639,058	$	582,231
Equity in earnings of unconsolidated companies		38,004		29,549		21,586
		818,670		668,607		603,817
Operating expenses:
Rental expenses		178,632		148,272		126,983
Real estate taxes		88,915		78,122		65,846
Interest expense		179,007		113,067		103,976
Depreciation and amortization		244,129		215,400		171,764
		690,683		554,861		468,569
Earnings from continuing rental operations		127,987		113,746		135,248

SERVICE OPERATIONS
Revenues:
General contractor gross revenue		308,562		380,173		357,133
General contractor costs		(284,633)		(348,263)		(329,545)
Net general contractor revenue		23,929		31,910		27,588
Service fee revenue		21,633		20,149		18,995
Gain on sale of service operations properties		44,563		29,882		24,220

Total revenue		90,125		81,941		70,803

Operating expenses		36,929		37,663		43,151

Earnings from service operations		53,196		44,278		27,652

General and administrative expense		(35,834)		(31,003)		(29,479)

Operating income		145,349		127,021		133,421

OTHER INCOME (EXPENSE)
Interest and other income, net		10,450		4,637		4,646
Earnings from sale of land, net of impairment adjustments		7,791		14,202		10,202
Minority interest in earnings of subsidiaries		(247)		(1,438)		(1,253)

Income from continuing operations		163,343		144,422		147,016

Discontinued operations:
Net income from discontinued operations		9,254		17,438		31,371
Gain on sale of property, net of impairment adjustments		46,254		223,858		26,247

Income from discontinued operations		55,508		241,296		57,618

Net income		218,851		385,718		204,634
Distributions on preferred units		(56,419)		(46,479)		(33,777)
Adjustments for redemption of preferred units		(2,633)		-		(3,645)
Net income available for common unitholders	$	159,799	$	339,239	$	167,212

Basic net income per common unit:
Continuing operations	$	.70	$	.63	$	.71
Discontinued operations		.38		1.56		.37
Total	$	1.08	$	2.19	$	1.08
Diluted net income per common unit:
Continuing operations	$	.70	$	.63	$	.70
Discontinued operations		.37		1.55		.37
Total	$	1.07	$	2.18	$	1.07

Weighted average number of common units outstanding		148,069		155,059		155,281

Weighted average number of common units and potential dilutive common equivalents		149,393		155,877		157,062

See accompanying Notes to Consolidated Financial Statements.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended December 31

(in thousands)

		2006		2005		2004
Cash flows from operating activities:
Net income	$	218,851	$	385,718	$	204,634
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements		206,999		204,377		189,119
Amortization of deferred leasing and other costs		47,269		49,793		39,463
Amortization of deferred financing costs		8,617		6,154		4,904
Minority interest in earnings		247		1,438		1,253
Straight-line rent adjustment		(20,795)		(22,519)		(22,436)
Earnings from land and depreciated property sales		(49,614)		(238,060)		(36,449)
Build-for-sale operations, net		(140,692)		(6,295)		(41)
Construction contracts, net		1,749		16,196		(11,047)
Other accrued revenues and expenses, net		20,976		11,680		(3,787)
Operating distributions received in excess of (less than)
equity in earnings from unconsolidated companies		(18,339)		(3,055)		10,447
Net cash provided by operating activities		275,268		405,427		376,060

Cash flows from investing activities:
Development of real estate investments		(385,516)		(209,990)		(145,629)
Acquisition of in-service real estate investments		(735,294)		(285,342)		(204,361)
Acquisition of land held for development		(435,917)		(136,321)		(113,433)
Recurring tenant improvements		(41,895)		(60,633)		(58,847)
Recurring leasing costs		(17,106)		(33,175)		(27,777)
Recurring building improvements		(8,122)		(15,232)		(21,029)
Other deferred leasing costs		(46,463)		(19,425)		(16,386)
Other deferred costs and other assets		6,267		(16,070)		(15,413)
Proceeds from land and depreciated property sales, net		180,825		1,134,667		178,301
Distributions received from unconsolidated companies for land and depreciated property sales		21,238		-		-
Capital distributions from unconsolidated companies		275,335		-		-
Advances to unconsolidated companies, net		(50,182)		(31,599)		(3,033)
Net cash provided by (used for) investing activities		(1,236,830)		326,880		(427,607)

Cash flows from financing activities:
Payments for repurchases of common units		(101,282)		(287,703)		-
Proceeds from exercise of the General Partner’s stock options		6,672		3,945		12,259
Proceeds from issuance of preferred units, net		283,994		-		338,360
Payments for redemption of preferred units		(75,000)		-		(102,652)
Redemption of warrants		-		-		(2,881)
Redemption of limited partner units		-		(2,129)		-
Proceeds from unsecured debt issuance		1,429,497		400,000		690,000
Payments on unsecured debt		(350,000)		(665,000)		(150,000)
Proceeds from issuance of secured debt		1,029,426		-		-
Payments on secured indebtedness including principal amortization		(750,354)		(46,675)		(39,430)
Borrowings (payments) on lines of credit, net		(66,000)		383,000		(351,000)
Distributions to common unitholders		(280,713)		(290,463)		(286,913)
Distributions to common unitholders – special dividends		-		(157,904)		-
Distributions to preferred unitholders		(56,419)		(46,479)		(31,828)
Contributions from (distributions to) minority interest		930		(1,212)		(1,134)
Payment for capped call option		(26,967)		-		-
Deferred financing costs		(40,926)		(599)		(30,159)
Net cash provided by (used for) financing activities		1,002,858		(711,219)		44,622

Net increase (decrease) in cash and cash equivalents		41,296		21,088		(6,925)

Cash and cash equivalents at beginning of year		26,858		5,770		12,695
Cash and cash equivalents at end of year	$	68,154	$	26,858	$	5,770
Other non-cash items:
Assumption of debt for real estate acquisitions	$	217,520	$	11,743	$	29,854
Contributions of property to unconsolidated companies	$	505,440	$	-	$	-
Conversion of Limited Partner units to common shares of General Partner	$	23,629	$	1,828	$	11,408
Conversion of Series D preferred units to common shares of General Partner	$	-	$	-	$	130,665
Issuance of Limited Partner Units for real estate acquisitions	$	-	$	-	$	7,575
Common shares of the General Partner repurchased and retired, not settled	$	-	$	9,357	$	-
Issuance of Limited Partner Units for acquisition of minority interest	$	-	$	15,000	$	-

See accompanying Notes to Consolidated Financial Statements.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Partners’ Equity

(in thousands, except per unit data)

						Limited		Accumulated
		General Partner				Partners’		Other
		Common		Preferred		Common		Comprehensive
		Equity		Equity		Equity		Income		Total
Balance at December 31, 2003	$	2,153,844	$	511,785	$	212,691	$	-	$	2,878,320
Comprehensive income:
Net income		154,926		33,777		15,931		-		204,634
Losses on derivative instruments		-		-		-		(6,547)		(6,547)
Comprehensive income										198,087
Capital contribution from General Partner		12,367		338,312		-		-		350,679
Acquisition of Partnership interest for common stock of
General Partner		25,376		-		(13,968)		-		11,408
Acquisition of property in exchange for Limited Partner Units		-		-		7,575		-		7,575
Redemption of Series E Preferred Units		-		(100,029)		-		-		(100,029)
General Partner’s redemption of Series D Preferred Units		-		(2,623)		-		-		(2,623)
General Partner’s conversion of Series D Preferred Units		130,665		(130,665)		-		-		-
Exercise of General Partner warrants		(2,881)		-		-		-		(2,881)
Tax benefits from employee stock plans		770		-		-		-		770
Stock based compensation expense		512		-		-		-		512
Distributions to preferred unitholders		-		(33,777)		-		-		(33,777)
Distribution to General Partner		(45)		-		-		-		(45)
Distributions to partners ($1.85 per Common Unit)		(261,061)		-		(25,807)		-		(286,868)
Balance at December 31, 2004	$	2,214,473	$	616,780	$	196,422	$	(6,547)	$	3,021,128
Comprehensive income:
Net income		309,184		46,479		30,055		-		385,718
Losses on derivative instruments		-		-		-		(571)		(571)
Comprehensive income										385,147
Capital contribution from General Partner		4,143		-		-		-		4,143
Acquisition of Partnership interest for common stock of
General Partner		18,085		-		(16,257)		-		1,828
Acquisition of property in exchange for Limited Partner Units		-		-		15,000		-		15,000
Redemption of Limited Partner Units		-		-		(2,061)		-		(2,061)
Tax benefits from employee stock plans		245		-		-		-		245
Stock based compensation expense		2,032		-		-		-		2,032
Retirement of common units		(297,060)		-		-		-		(297,060)
Distributions to preferred unitholders		-		(46,479)		-		-		(46,479)
Distribution to General Partner		(42)		-		-		-		(42)
Distributions to partners ($1.87 per Common Unit)		(265,076)		-		(25,441)		-		(290,517)
Distributins to partners ($1.05 per Common Unit) - Special		(144,052)		-		(14,068)		-		(158,120)
Balance at December 31, 2005	$	1,841,932	$	616,780	$	183,650	$	(7,118)	$	2,635,244
Comprehensive income:
Net income		147,726		56,419		14,706		-		218,851
Gains on derivative instruments		-		-		-		12,553		12,553
Comprehensive income										231,404
Capital contribution from General Partner		6,186		283,994		-		-		290,180
Acquisition of partnership interest for common stock of
General Partner		39,918		-		(16,289)		-		23,629
Redemption of Series I Preferred units		-		(75,000)		-		-		(75,000)
Capped call option		(26,967)		-		-		-		(26,967)
Tax benefits from Employee Stock Plans		606		-		-		-		606
Stock based compensation expense		8,892		-		-		-		8,892
Retirement of common units		(91,925)		-		-		-		(91,925)
Distributions to preferred unitholders		-		(56,419)		-		-		(56,419)
Distribution to General Partner		(74)		-		-		-		(74)
Distributions to partners ($1.89 per Common Unit)		(255,190)		-		(25,137)		-		(280,327)
Balance at December 31, 2006	$	1,671,104	$	825,774	$	156,930	$	5,435	$	2,659,243

Common Units outstanding at December 31, 2006		133,921				12,407				146,328

See accompanying Notes to Consolidated Financial Statements.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1) The Partnership

Duke Realty Limited Partnership (the “Partnership”) was formed on October 4, 1993, when Duke Realty Corporation (the “General Partner”) contributed all of its properties and related assets and liabilities, along with the net proceeds from the issuance of additional shares of the General Partner, through an offering to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial real estate firm operating in the Midwest. The General Partner was formed in 1985 and qualifies as a Real Estate Investment Trust (“REIT”) under provisions of the Internal Revenue Code. The General Partner is the sole general partner of the Partnership, owning 91.5% of the common partnership interests as of December 31, 2005 (“General Partner Units”). The remaining 8.5% of the Partnership’s common interest is owned by limited partners (“Limited Partner Units” and, together with the General Partner Units, the “Common Units”). The Limited Partner Units are exchangeable for shares of the General Partner’s common stock on a one-for-one basis subject generally to a one-year holding period, or under certain circumstances, the General Partner may repurchase the Limited Partnership Units for cash. The General Partner also owns preferred partnership interests in the Partnership (“Preferred Units”).

We own and operate a portfolio primarily consisting of industrial and office properties in the Midwest, Southeast, Mid-Atlantic and Southwest United States and provide real estate services to third-party owners. We conduct service operations through Duke Realty Services, LLC, Duke Realty Services Limited Partnership and Duke Construction Limited Partnership. The consolidated financial statements include our accounts and our majority-owned or controlled subsidiaries, and the terms “we”, “us”, and “our” refer to Duke Realty Limited Partnership and subsidiaries (the “Partnership”) and those entities owned or controlled by the Partnership.

(2) Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include our accounts and our controlled subsidiaries. The equity interests in these controlled subsidiaries not owned by us are reflected as minority interests in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Investments in entities that we do not control through majority voting interest or where the other owner has substantial participating rights are not consolidated and are reflected as investments in unconsolidated companies under the equity method of reporting.

Reclassifications

Certain 2005 and 2004 balances have been reclassified to conform to the 2006 presentation.

Real Estate Investments

Rental real property, including land, land improvements, buildings and building improvements, are included in real estate investments and are generally stated at cost. Buildings and land improvements are depreciated on the straight-line method over their estimated life not to exceed 40 and 15 years, respectively, and tenant improvement costs are depreciated using the straight-line method over the term of the related lease.

Direct and certain indirect costs clearly associated with and incremental to the development, construction, leasing or expansion of real estate investments are capitalized as a cost of the property. In addition, all leasing commissions paid to third parties for new leases or lease renewals are capitalized. We capitalize a portion of our indirect costs associated with our construction, development and leasing efforts. In assessing the amount of direct and indirect costs to be capitalized, allocations are made based on estimates of the actual amount of time spent in each activity. We do not capitalize any costs attributable to downtime or to unsuccessful projects.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

We capitalize direct and indirect project costs associated with the initial construction of a property up to the time the property is substantially complete and ready for its intended use. In addition, we capitalize costs, including real estate taxes, insurance, and utilities, that have been allocated to vacant space based on the square footage of the portion of the building not held available for immediate occupancy during the extended lease-up periods after construction of the building shell has been completed if costs are being incurred to ready the vacant space for its intended use. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer capitalized.

We cease capitalization of all project costs on extended lease-up periods after the shorter of a one-year period after the completion of the building shell or when the property attains 90% occupancy.

Construction in process and land held for development are included in real estate investments and are stated at cost. Real estate investments also include our equity interests in unconsolidated joint ventures that own and operate rental properties and hold land for development. We first analyze our investments in joint ventures under Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R), Consolidation of Variable Interest Entities (“FIN 46(R)”), to determine if the joint venture is a variable interest entity and would require consolidation. To the extent that our joint ventures do not qualify as variable interest entities, we further assess under the guidelines of Emerging Issues Task Force (“EITF”) Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (“EITF 04-5”), Statement of Position 78-9, Accounting for Investments in Real Estate Ventures ; Accounting Research Bulletin No. 51, Consolidated Financial Statements, and FASB No. 94, Consolidation of All Majority-Owned Subsidiaries , to determine if the venture should be consolidated. The equity method of accounting is used for those investments in which we have the ability to exercise significant influence, but not control, over operating and financial policies. Any difference between the carrying amount of these investments and the underlying equity in net assets is amortized to equity in earnings of unconsolidated companies over the depreciable life of the property, generally 40 years. Distributions received from unconsolidated joint ventures related to the operations of the properties in the joint ventures are reflected as an operating activity in our Consolidated Statement of Cash Flows. Distributions received from unconsolidated joint ventures related to property sales or other capital transactions are reflected as an investing activity in our Consolidated Statement of Cash Flows.

Properties held for rental are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis) from a rental property over its anticipated holding period is less than its historical net cost basis. Upon determination that a permanent impairment has occurred, a loss is recorded to reduce the net book value of that property to its fair market value. Properties to be disposed of are reported at the lower of net historical cost basis or the estimated fair market value, less the estimated costs to sell. Once a property is designated as held for disposal, no further depreciation expense is recorded.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

We allocate the purchase price of acquired properties to net tangible and identified intangible assets based on their respective fair values, based on all pertinent information available and adjusted based on changes in that information in no event to exceed one year from the date of acquisition. The allocation to tangible assets (buildings, tenant improvements and land) is based upon management’s determination of the value of the property as if it were vacant using discounted cash flow models similar to those used by independent appraisers. Factors considered by management include an estimate of carrying costs during the expected lease-up periods considering current market conditions, and costs to execute similar leases. The remaining purchase price is allocated among three categories of intangible assets consisting of the above or below market component of in-place leases, the value of in-place leases and the value of customer relationships.

The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in deferred leasing and other costs in the balance sheet and below market leases are included in other liabilities in the balance sheet; both are amortized to rental income over the remaining terms of the respective leases.

The total amount of intangible assets is further allocated to in-place lease values and to customer relationship values based upon management’s assessment of their respective values. These intangible assets are included in deferred leasing and other costs in the balance sheet and are depreciated over the remaining term of the existing lease, or the anticipated life of the customer relationship, as applicable.

Cash Equivalents

Investments with a maturity of three months or less when purchased are classified as cash equivalents.

Valuation of Receivables

We reserve the entire receivable balance, including straight-line rent, of any tenant with an amount outstanding over 90 days. Straight-line rent receivables for any tenant with long-term risk, regardless of the status of rent receivables, are reviewed and reserved as necessary.

Deferred Costs

Costs incurred in connection with obtaining financing are amortized to interest expense on the straight-line method, which approximates a constant spread over the term of the related loan. All direct and indirect costs, including estimated internal costs, associated with the leasing of real estate investments owned by us are capitalized and amortized over the term of the related lease. We include lease incentive costs, which are payments made on behalf of a tenant to sign a lease, in deferred leasing costs and amortize them on a straight-line basis over the respective lease terms as a reduction of rental revenues. We include as lease incentives amounts funded to construct tenant improvements owned by the tenant. Unamortized costs are charged to expense upon the early termination of the lease or upon early payment of the financing.

Revenues

Rental Operations

The timing of revenue recognition under an operating lease is determined based upon ownership of the tenant improvements. If we are the owner of the tenant improvements, revenue recognition commences after the improvements are completed and the tenant takes possession or control of the space. In contrast, if we determine that the tenant allowances we are funding are lease incentives, then we commence revenue recognition when possession or control of the space is turned over to the tenant. Rental income from leases with scheduled rental increases during their terms is recognized on a straight-line basis.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Revenue is recognized on payments received from tenants for early lease terminations after all necessary criteria have been met in accordance with SFAS No. 13, Accounting for Leases .

Service Operations

Management fees are based on a percentage of rental receipts of properties managed and are recognized as the rental receipts are collected. Maintenance fees are based upon established hourly rates and are recognized as th e services are performed. Construction management and development fees represent fee based third-party contracts and are recognized as earned based on the terms of the contract, which approximates the percentage of completion method.

We recognize income on construction contracts where we serve as a general contractor on the percentage of completion method. Using this method, profits are recorded based on our estimates of the percentage of completion of individual contracts, commencing when the work performed under the contracts reach a point where the final costs can be estimated with reasonable accuracy. The percentage of completion estimates are based on a comparison of the contract expenditures incurred to the estimated final costs. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

Unbilled receivables on construction contracts totaled $32.4 million and $10.7 million at December 31, 2006 and 2005, respectively.

Property Sales

Gains on sales of all properties are recognized in accordance with SFAS No. 66, Accounting for Sales of Real Estate .

Gains from sales of depreciated property are included in discontinued operations and the proceeds from the sale of these held-for-rental properties are classified in the investing activities section of the Consolidated Statements of Cash Flows.

Gains or losses from our sale of properties that were developed or repositioned with the intent to sell and not for long-term rental are classified as gain on sale of Service Operation properties in the Consolidated Statements of Operations. All activities and proceeds received from the development and sale of these buildings are classified in the operating activities section of the Consolidated Statements of Cash Flows.

Net Income Per Common Unit

Basic net income per common unit is computed by dividing net income available for common unitholders by the weighted average number of common units outstanding for the period. Diluted net income per common unit is computed by dividing net income available for common unitholders by the weighted average number of common units outstanding, including any potential dilutive common equivalents for the period.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table reconciles the components of basic and diluted net income per common unit (in thousands):

		2006		2005		2004
Basic and diluted net income available for common unitholders	$	159,799	$	339,239	$	167,212

Weighted average number of common units outstanding		148,069		155,059		155,281
Weighted average conversion of Series D preferred units (1)		-		-		877
Dilutive units for stock-based compensation plans (2)		1,324		818		904
Weighted average number of common units and potential dilutive
common equivalents		149,393		155,877		157,062

(1) We called for the redemption of the Series D preferred units as of March 16, 2004. Prior to the redemption date, nearly 5.3 million Series D preferred units were converted to 4.9 million common units. These units represent the weighted effect, assuming the Series D preferred units had been converted on January 1, 2004.

(2) Excludes (in thousands of units) 719; 1,158; and 456 of anti-dilutive units as of December 31, 2006, 2005 and 2004, respectively.

A joint venture partner in one of our unconsolidated companies has the option to convert a portion of its ownership to the General Partner’s common shares, which would require the issuance of additional Common units to the General Partner. The effect of this option on earnings per unit was anti-dilutive for the years ended December 31, 2006, 2005 and 2004.

We issued Exchangeable Senior Notes (“Exchangeable Notes”) in 2006. These Exchangeable Notes had no effect on diluted earnings per unit, as the conversion option was not in the money.

Federal Income Taxes

We recorded federal and state income taxes of $6.8 million, $5.6 million and $5.2 million for 2006, 2005 and 2004, respectively, which were primarily attributable to the earnings of our taxable REIT subsidiaries. We paid federal and state income taxes of $4.3 million, $8.7 million and $6.2 million for 2006, 2005 and 2004, respectively. The taxable REIT subsidiaries have no significant deferred income tax items.

As a partnership, the allocated share of income and loss other than the operations of the taxable REIT subsidiaries is included in the income tax returns of the partners; accordingly, no accounting for federal income taxes is required in the accompanying consolidated financial statements.

Stock Based Compensation

Under the limited partnership agreement of the Partnership, we are required to issue one Common Unit to the General Partner for each share of common stock issued by the General Partner. Accordingly, the issuance of common shares by the General Partner under its stock based compensation plans requires the issuance of a corresponding number of Common Units by us to the General Partner.

For all issuances of stock-based awards by the General Partner prior to 2002, we applied the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related interpretations, in accounting for our stock-based compensation.

Accordingly, for stock options granted prior to 2002, no compensation expense is reflected in net income as all options granted had an exercise price equal to the market value of the General Partner’s underlying common shares on the date of the grant.

Effective January 1, 2002, we prospectively adopted the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS 123”), and applied SFAS 123 to all awards granted after January 1, 2002.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table illustrates the effect on net income and earnings per unit if we had applied the fair value recognition provisions of SFAS 123 to all stock-based employee compensation for the years ended December 31, 2005 and 2004, respectively (in thousands, except per unit data):

		2005		2004
Net income available for common unitholders, as reported	$	339,239	$	167,212

Add: Stock-based employee compensation expense included in net income determined under fair value method		1,116		455

Deduct: Total stock-based compensation expense determined under fair value method for all awards		(1,285)		(923)
Pro forma net income available for common unitholders	$	339,070	$	166,744

Basic net income per common unit
As reported	$	2.19	$	1.08
Pro forma	$	2.19	$	1.07

Diluted net income per common unit
As reported	$	2.18	$	1.07
Pro forma	$	2.18	$	1.06

Effective January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123(R), Share Based Payment , (“SFAS 123(R)”), using the modified prospective application method. Under this method, as of January 1, 2006, we applied the provisions of SFAS 123(R) to new and modified awards, as well as to the nonvested portion of awards granted before the required effective date and outstanding at such time.

Derivative Financial Instruments

We periodically enter into certain interest rate protection agreements to effectively convert or cap floating rate debt to a fixed rate, and to hedge anticipated future financing transactions, both of which qualify for cash flow hedge accounting treatment. Net amounts paid or received under these agreements are recognized as an adjustment to the interest expense of the corresponding debt. We do not utilize derivative financial instruments for trading or speculative purposes.

If a derivative qualifies as a cash flow hedge, the change in fair value of the derivative is recognized in other comprehensive income to the extent the hedge is effective, while the ineffective portion of the derivative’s change in fair value is recognized in earnings. We estimate the fair value of derivative instruments using standard market conventions and techniques such as discounted cash flow analysis, option pricing models and termination cost at each balance sheet date. For all hedging relationships, we formally document the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness.

Use of Estimates

The preparation of the financial statements requires management to make a number of estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3) Significant Acquisitions and Dispositions

In February 2006, we acquired the majority of a Washington, D.C. metropolitan area portfolio of suburban office and light industrial properties (the “Mark Winkler Portfolio”). The assets acquired for a purchase price of approximately $867.6 million are comprised of 32 in-service properties with approximately 2.9 million square feet for rental, 166 acres of undeveloped land, as well as certain related assets of the Mark Winkler Company, a real estate management company. The acquisition was financed primarily through assumed mortgage loans and new borrowings.

The assets acquired and liabilities assumed were recorded at their estimated fair value at the date of acquisition, as summarized below:

Operating rental properties	$	602,011
Land held for development		154,300
Total real estate investments		756,311

Other assets		10,478
Lease related intangible assets		86,047
Goodwill		14,722
Total assets acquired		867,558

Debt assumed		(148,527)
Other liabilities assumed		(5,829)
Purchase price, net of assumed liabilities	$	713,202

In December 2006, we contributed 23 of these in-service properties acquired from the Mark Winkler Portfolio with a basis of $381.6 million representing real estate investments and acquired lease related intangible assets to two new unconsolidated subsidiaries. The remaining nine in-service properties are classified and accounted for as held-for-sale. The results of operations of the acquired properties since the date of acquisition have been included in continuing operations, rather than discontinued operations, based on our intention to sell the majority of our ownership interest in the properties to entities in which we will retain a minority equity ownership interest.

In the third quarter of 2006, we finalized the purchase of a portfolio of industrial real estate properties in Savannah, Georgia. We completed a majority of the purchase in January 2006. The assets acquired for a purchase price of approximately $196.2 million are comprised of 18 buildings with approximately 5.1 million square feet for rental as well as over 60 acres of undeveloped land. The acquisition was financed in part through assumed mortgage loans. The results of operations for the acquired properties since the date of acquisition have been included in continuing rental operations in our consolidated financial statements.

We acquired total income producing real estate related assets of $948.4 million, $295.6 million, and $246.2 million in 2006, 2005, and 2004, respectively.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

On September 29, 2005, we completed the sale of a portfolio of 212 real estate properties, consisting of approximately 14.1 million square feet of primarily light distribution and service center properties and approximately 50 acres of undeveloped land (the “Industrial Portfolio Sale”). The purchase price totaled $983 million, of which we received net proceeds of $955.0 million after the settlement of certain liabilities and transaction costs. Portions of the proceeds were used to pay down $423.0 million of outstanding debt on our $500.0 million unsecured line of credit and the entire outstanding balance on our $400.0 million term loan. The operations for 2005 and 2004 and the gain for 2005 associated with the properties in the Industrial Portfolio Sale have been reclassified to discontinued operations. As a result of the taxable income generated by the sale, a one-time special cash dividend of $1.05 per share was paid to our common shareholders in the fourth quarter of 2005.

(4) Related Party Transactions

We provide property management, leasing, construction and other tenant related services to unconsolidated companies in which we have equity interests. For the years ended December 31, 2006, 2005 and 2004, we received management fees of $4.4 million, $4.8 million and $4.9 million, leasing fees of $2.9 million, $4.3 million and $2.6 million and construction and development fees of $19.1 million, $2.0 million and $1.5 million, respectively, from these companies. These fees approximate market rates and we eliminated our ownership percentages of these fees in the consolidated financial statements.

(5) Investments in Unconsolidated Companies

We have equity interests ranging from 10%–67% in unconsolidated joint ventures that own and operate rental properties and hold land for development.

Combined summarized financial information for the unconsolidated companies as of December 31, 2006 and 2005, and for the years ended December 31, 2006 and 2005, and 2004, are as follows (in thousands):

		2006		2005		2004
Rental revenue	$	157,186	$	163,447	$	167,803
Net income	$	65,985	$	57,561	$	40,138
Cash distributions received	$	36,096	$	25,446	$	30,309

Land, buildings and tenant improvements, net	$	1,510,970	$	1,121,254
Land held for development		91,280		47,936
Other assets		148,580		73,084
	$	1,750,830	$	1,242,274

Property indebtedness	$	417,970	$	515,192
Other liabilities		170,168		58,225
		588,138		573,417
Owners’ equity		1,162,692		668,857
	$	1,750,830	$	1,242,274

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Our share of the scheduled payments of long term debt for the unconsolidated joint ventures for each of the next five years and thereafter as of December 31, 2006, are as follows (in thousands):

Year	Future Repayments
2007	$	38,639
2008		1,765
2009		40,499
2010		113,439
2011		4,411
	$	198,753

(6) Discontinued Operations and Assets Held for Sale

We classified the operations of 308 buildings as discontinued operations as of December 31, 2006. These 308 buildings consist of 273 industrial, 32 office and three retail properties. Of these properties, 21 were sold during 2006, 234 properties were sold during 2005, 41 properties were sold during 2004 and 12 operating properties are classified as held-for-sale at December 31, 2006.

The following table illustrates operations of the buildings reflected in discontinued operations for the years ended December 31 (in thousands):

		2006		2005		2004
Revenues	$	40,852	$	129,239	$	173,746
Expenses:
Operating		13,878		42,612		51,742
Interest		7,499		30,203		33,633
Depreciation and Amortization		10,139		38,770		56,818
General and Administrative		82		216		182
Income from discontinued operations, before gain on sales		9,254		17,438		31,371
Gain on sale of property, net of impairment adjustments		46,254		223,858		26,247
Income from discontinued operations	$	55,508	$	241,296	$	57,618

At December 31, 2006, we classified 12 properties as held-for-sale and included in discontinued operations. Additionally, we have classified nine of the remaining in-service properties from the Mark Winkler Portfolio, as well as six additional properties, as held-for-sale. However, the results of these 15 properties are included in continuing operations, either based on our present intention to sell the majority of our ownership interest in the properties to entities in which we will retain a minority equity ownership interest or because the results of operations for the properties are immaterial. The following table illustrates the aggregate balance sheet of the aforementioned 12 properties included in discontinued operations, as well as the 15 held-for-sale properties whose results are included in continuing operations at December 31, 2006 (in thousands):

	Held- for-Sale and Included in Discontinued Operations		Held-for-Sale and Included in Continuing Operations			Total
Real estate investments, net	$	113,705	$	381,435	$	495,140
Other assets		10,818		6,967		17,785
Assets held-for-sale	$	124,523	$	388,402	$	512,925

Accrued expenses	$	3,742	$	664	$	4,406
Other liabilities		1,352		2,118		3,470
Secured debt		—		147,309		147,309
Liabilities held-for-sale	$	5,094	$	150,091	$	155,185

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

We allocate interest expense to discontinued operations and have included such interest expense in computing net income from discontinued operations. Interest expense allocable to discontinued operations includes interest on any debt on secured properties included in discontinued operations and an allocable share of our consolidated unsecured interest expense for unencumbered properties. The allocation of unsecured interest expense to discontinued operations was based upon the gross book value of the discontinued operations unencumbered population as it related to our entire unencumbered population.

We recorded impairment adjustments on depreciable properties of $266,000, $3.7 million and $180,000 in 2006, 2005 and 2004, respectively.

(7) Indebtedness

Indebtedness at December 31 consists of the following (in thousands):

		2006		2005

Fixed rate secured debt, weighted average interest rate of 6.21% at December 31, 2006, and 6.13% at December 31, 2005, maturity dates ranging from 2007 to 2026	$	652,886	$	131,732

Variable rate secured debt, weighted average interest rate of 3.79% at December 31, 2006, and 5.75% at December 31, 2005, maturity dates ranging from 2014 to 2025		9,615		35,523

Fixed rate unsecured notes, weighted average interest rate of 5.67% at December 31, 2006, and 6.02% at December 31, 2005, maturity dates ranging from 2007 to 2028		3,125,157		1,800,396

Unsecured line of credit, interest rate of 5.82% at December 31, 2006, and 4.83% at December 31, 2005 maturity date of 2010		317,000		383,000

Variable rate unsecured debt, market rate of 6.2% at December 31, 2006, and 4.76% at December 31, 2005, maturity date of 2008		4,496		250,000

	$	4,109,154	$	2,600,651

The fair value of our indebtedness as of December 31, 2006, was $4.2 billion. This fair value amount was calculated using current market rates and spreads available to us on debt instruments with similar terms and maturities.

As of December 31, 2006, the $662.5 million of secured debt was collateralized by rental properties with a carrying value of $1.0 billion and by letters of credit in the amount of $9.8 million.

We had one unsecured line of credit available at December 31, 2006, described as follows (dollars in thousands):

Description		Borrowing Capacity	Maturity Date	Interest Rate	Outstanding at December 31, 2006
Unsecured Line of Credit	$	1,000,000	January 2010	LIBOR + .525%		$317,000

The line of credit provides us with an option to obtain borrowings from financial institutions that participate in the line, at rates lower than the stated interest rate, subject to certain restrictions. Interest rates on the amounts outstanding on the unsecured line of credit as of December 31, 2006 ranged from LIBOR+.17% to LIBOR+.525% (equal to 5.52% and 5.875% as of December 31, 2006).

The line of credit also contains various financial covenants that require us to meet financial ratios and defined levels of performance, including those related to variable rate indebtedness, consolidated net worth and debt-to-market capitalization. As of December 31, 2006, we were in compliance with all financial covenants under our line of credit.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

We took the following actions during the year ended December 31, 2006, relevant to our indebtedness:

· In January 2006, we renewed our unsecured line of credit. The new facility provides borrowing capacity up to $1.0 billion and, subject to certain conditions, may be increased to $1.3 billion. Under the new facility, which replaced the previous unsecured line of credit agreement, the interest rate was reduced, the borrowing capacity was increased by $500.0 million and the maturity date was extended to January 25, 2010.

· To finance the acquisition of the Mark Winkler Portfolio, we obtained a $700.0 million term loan with an interest rate of LIBOR + .525%, secured by certain of the acquired real estate properties. This term loan was paid in full in August 2006 with proceeds from the issuance of senior unsecured debt as described below.

· In conjunction with our real estate acquisitions, we assumed $221.6 million of mortgage loans, of which we received $10.5 million of proceeds directly. The assumed mortgage loans bear interest at rates ranging between 5.55% and 8.50% and have maturities ranging between 2011 and 2026. An adjustment of $6.3 million was recorded to increase the assumed loans to fair value.

· In February and March 2006, we issued $150.0 million of 5.50% senior unsecured notes due in 2016. A portion of the proceeds were used to retire our $100.0 million of 6.72% unsecured notes. The remaining cash proceeds were used to fund costs associated with the issuance of the debt and to repay amounts outstanding under our line of credit.

· In November 2006, we issued $319.0 million of 5.91% debt due in 2016 secured by certain of our in-service real estate properties.

· In November 2006, we issued $575.0 million of 3.75% Exchangeable Senior Notes (“Exchangeable Notes”), which will pay interest semiannually at a rate of 3.75% per annum and mature in December 2011.

The Exchangeable Notes can be exchanged for shares of the General Partner’s common stock upon the occurrence of certain events as well as at any time beginning on August 1, 2011 and ending on the second business day prior to the maturity date. The Exchangeable Notes will have an initial exchange rate of approximately 20.4298 common shares per $1,000 principal amount of the notes, representing an exchange price of approximately $48.95 per share of the General Partner’s common stock and an initial exchange premium of approximately 20.0% based on the price of $40.79 per share of the General Partner’s common stock on the date of the original issuance. The initial exchange rate is subject to adjustment under certain circumstances including increases in the General Partner’s rate of dividends. Upon exchange the holders of the notes would receive (i) cash equal to the principal amount of the note and (ii) to the extent the conversion value exceeds the principal amount of the note, either cash or shares of the General Partner’s common stock at our option.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Concurrent with the issuance of the Exchangeable Notes, we purchased a capped call option on the General Partner’s common stock in a private transaction. This capped call option allows us to buy the General Partner’s common shares, up to a maximum of approximately 11.7 million shares, from counter parties equal to the amounts of common stock and/or cash related to the excess conversion value we would pay to the holders of the Exchangeable Notes upon conversion. The capped call option will terminate upon the earlier of the maturity date of the related Exchangeable Notes or the first day all of the related Exchangeable Notes are no longer outstanding due to conversion or otherwise. The capped call option, which cost $27.0 million, was recorded as a reduction of partners’ equity and effectively increased the conversion price to 40% above the General Partner’s stock price on the issuance date. The fair value of the capped call option was $27.9 million at December 31, 2006.

· In December 2006, we repaid $250.0 million of LIBOR +.26% Senior Unsecured Notes upon their maturity.

At December 31, 2006, the scheduled amortization and maturities of all indebtedness for the next five years and thereafter were as follows (in thousands):

Year		Amount
2007	$	227,660
2008		285,942
2009		287,185
2010		503,952
2011		1,024,124
Thereafter		1,780,291
	$	4,109,154

The amount of interest paid in 2006, 2005 and 2004 was $198.1 million, $151.3 million and $136.2 million, respectively. The amount of interest capitalized in 2006, 2005 and 2004 was $36.3 million, $9.5 million and $6.0 million, respectively.

(8) Segment Reporting

We are engaged in three reportable operating segments, the first two of which consist of the ownership and rental of office and industrial real estate investments. The third segment consists of our build-to-suit for sale operations and providing various real estate services such as property management, maintenance, leasing, development and construction management to third-party property owners and joint ventures (“Service Operations”). Our reportable segments offer different products or services and are managed separately because each segment requires different operating strategies and management expertise.

The assets of the Service Operations business segment generally include properties under development. During the period between the completion of development, rehabilitation or repositioning of a Service Operations property and the date the property is contributed to a property fund or sold to a third party, the property and its associated rental income and rental expenses are included in the applicable property operations segment because the primary activity associated with the Service Operations property during that period is rental activities. Upon contribution or sale, the resulting gain or loss is part of the income of the Service Operations business segment.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Non-segment revenue consists mainly of equity in earnings of unconsolidated companies and other insignificant rental operations such as retail properties. Segment FFO information (FFO is defined below) is calculated by subtracting operating expenses attributable to the applicable segment from segment revenues. Non-segment assets consist of corporate assets including cash, deferred financing costs and investments in unconsolidated companies. Interest expense and other non-property specific revenues and expenses are not allocated to individual segments in determining our performance measure.

We assess and measure segment operating results based upon an industry performance measure referred to as Funds From Operations (“FFO”), which management believes is a useful indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of an equity real estate investment trust (“REIT”) like our General Partner. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from net income determined in accordance with GAAP. FFO is a non-GAAP financial measure developed by NAREIT to compare the operating performance of REITs. The most comparable GAAP measure is net income (loss). FFO should not be considered as a substitute for net income or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other companies.

Management believes that the use of FFO, combined with the required primary GAAP presentations, improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management considers FFO to be a useful measure for reviewing comparative operating and financial performance (although FFO should be reviewed in conjunction with net income which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO provides a useful comparison of the operating performance of our real estate between periods or as compared to different companies.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table shows (i) the revenues and FFO for each of the reportable segments and (ii) a reconciliation of net income available for common unitholders to the calculation of FFO for the years ended December 31 (in thousands):

		2006		2005		2004
Revenues
Rental Operations:
Office	$	562,903	$	462,939	$	419,068
Industrial		203,259		166,343		152,989
Service Operations		90,125		81,941		70,803
Total Segment Revenues		856,287		711,223		642,860
Non-Segment Revenue		52,508		39,325		31,760
Consolidated Revenue from continuing operations		908,795		750,548		674,620
Discontinued Operations		40,852		129,239		173,746
Consolidated Revenue	$	949,647	$	879,787	$	848,366

Funds From Operations
Rental Operations:
Office	$	351,818	$	284,807	$	268,520
Industrial		156,328		124,742		116,782
Services Operations		53,196		44,278		27,652
Total Segment FFO		561,342		453,827		412,954
Non-Segment FFO:
Interest expense		(179,007)		(113,067)		(103,976)
Interest and other income, net		10,450		4,637		4,646
General and administrative expense		(35,834)		(31,003)		(29,479)
Gain on land sales, net of impairment		7,791		14,201		10,119
Other non-segment income (expense)		4,529		(540)		3,919
Minority interest		(247)		(1,438)		(1,253)
Joint venture FFO		37,774		37,964		40,488
Distributions on preferred units		(56,419)		(46,479)		(33,777)
Adjustment for redemption of preferred units		(2,633)		—		(3,645)
Discontinued operations		23,824		56,208		88,189
Consolidated basic FFO		371,570		374,310		388,185

Depreciation and amortization on continuing operations		(244,129)		(215,400)		(171,764)
Depreciation and amortization on discontinued operations		(10,139)		(38,770)		(56,818)
Partnership’s share of joint venture adjustments		(18,394)		(19,510)		(18,901)
Earnings from depreciated property sales on discontinued operations		42,089		227,513		26,510
Earnings from depreciated property sales - share of joint venture		18,802		11,096		—

Net income available for common unitholders	$	159,799	$	339,239	$	167,212

The assets for each of the reportable segments as of December 31 are as follows (in thousands):

		December 31		December 31,
		2006		2005

Assets
Rental Operations:
Office	$	4,081,917	$	3,396,985
Industrial		1,951,916		1,577,631
Service Operations		270,652		177,463
Total Segment Assets		6,304,485		5,152,079
Non-Segment Assets		942,811		494,608
Consolidated Assets	$	7,247,296	$	5,646,687

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In addition to revenues and FFO, we also review our recurring capital expenditures in measuring the performance of our individual Rental Operations segments. These recurring capital expenditures consist of tenant improvements, leasing commissions and building improvements. We review these expenditures to determine the costs associated with re-leasing vacant space and maintaining the condition of our properties. Our recurring capital expenditures by segment are summarized as follows for the years ended December 31 (in thousands):

		2006	2005		2004
Recurring Capital Expenditures
Office	$	53,048	$	66,890	$	68,535
Industrial		13,734		42,083		39,096
Non-segment		341		67		22
Total	$	67,123	$	109,040	$	107,653

(9) Leasing Activity

Future minimum rents due to us under non-cancelable operating leases at December 31, 2006, are as follows (in thousands):

Year		Amount
2007	$	622,631
2008		592,653
2009		529,424
2010		456,919
2011		365,683
Thereafter		1,097,812
	$	3,665,122

In addition to minimum rents, certain leases require reimbursements of specified operating expenses that amounted to $161.7 million, $151.4 million, and $137.9 million for the years ended December 31, 2006, 2005 and 2004, respectively.

(10) Employee Benefit Plans

We maintain a 401(k) plan for full-time employees. We make matching contributions up to an amount equal to three percent of the employee’s salary and may also make annual discretionary contributions. The total expense recognized for this plan was $3.9 million, $3.3 million and $2.2 million for the years ended December 31, 2006, 2005 and 2004, respectively.

We make contributions to a contributory health and welfare plan as necessary to fund claims not covered by employee contributions. The total expense we recognized related to this plan was $9.4 million, $8.1 million and $7.2 million for 2006, 2005 and 2004, respectively. These expense amounts include estimates based upon the historical experience of claims incurred but not reported as of year-end.

(11) Partners’ Equity

The General Partner periodically accesses the public equity markets to fund the development and acquisition of additional rental properties or to pay down debt. The proceeds of these offerings are contributed to us in exchange for an additional interest in the Partnership. In January 2006, the General Partner issued $184.0 million of 6.95% Series M Cumulative Redeemable Preferred Shares, from which a portion of the net proceeds were used to redeem its $75.0 million of outstanding 8.45% Series I Cumulative Redeemable Preferred Shares. Offering costs of $2.6 million were charged against net income available to common unitholders in conjunction with the redemption of the Series I Cumulative Redeemable Preferred Shares. In June 2006, the General Partner issued $110.0 million of 7.25% Series N Cumulative Redeemable Preferred Shares.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following series of preferred units were outstanding as of December 31, 2006 (in thousands, except percentage data):

Description	Shares Outstanding		Dividend Rate			Redemption Date	Liquidation Preference

Series B Preferred		265		7.990	%	September 30, 2007		$132,250
Series J Preferred		400		6.625	%	August 29, 2008		100,000
Series K Preferred		600		6.500	%	February 13, 2009		150,000
Series L Preferred		800		6.600	%	November 30, 2009		200,000
Series M Preferred		736		6.950	%	January 31, 2011		184,000
Series N Preferred		440		7.250	%	June 30, 2011		110,000

The dividend rate on the Series B preferred units increases to 9.99% after September 12, 2012.

All series of preferred equity require cumulative distributions and have no stated maturity date (although the General Partner may redeem all such preferred units on or following their optional redemption dates at the General Partner’s option, in whole or in part).

Pursuant to the General Partner’s $750 million share repurchase plan that was approved by its board of directors, we paid approximately $91.9 million and $297.1 million for the redemption of 2,266,684 and 8,995,775 of the General Partner’s common shares at an average price of $40.55 and $33.02 per share during the years ended December 31, 2006 and 2005, respectively. From time to time, the General Partner’s management may repurchase additional common shares of the General Partner pursuant to its share repurchase plan.

(12) Stock Based Compensation

The General Partner is authorized to issue up to 10,462,147 shares of its common stock under our stock based employee and non-employee compensation plans.

Some of the General Partner’s stock-based compensation awards, including both stock options and restricted stock units, have a retirement eligible provision, whereby awards granted to an employee who has reached certain age and service criteria, automatically vest upon such employee’s retirement. We have previously accounted for this type of arrangement by recognizing compensation cost (for both pro forma and expense recognition purposes) over the full stated vesting period of the award and, if the employee retired before the end of the vesting period, recognizing any remaining unrecognized compensation cost at the date of retirement. Upon adoption of SFAS 123(R), expense on new awards is recognized over a period up until when the awards are no longer contingent upon future service. Had we applied this method of vesting to all existing unvested awards issued to retirement eligible employees prior to January 1, 2006, we would have recognized an additional $1.0 million in stock-based employee compensation expense for the year ended December 31, 2006.

An additional requirement of SFAS 123(R) is that estimated forfeitures be considered in determining compensation expense. As previously permitted, we recorded forfeitures when they occurred. The effect of this accounting change on existing nonvested stock compensation was insignificant.

The effect of adopting SFAS 123(R) was not significant to earnings or cash flows.

Cash flows resulting from tax deductions in excess of recognized compensation cost from the exercise of stock options (excess tax benefits) were not significant in any period presented.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Fixed Stock Option Plans

The General Partner had options outstanding under six fixed stock option plans as of December 31, 2006. Additional grants may be made under one of those plans. Stock option awards granted under the General Partner’s stock based employee and non-employee compensation plans generally vest over five years at 20% per year and have contractual lives of ten years. The exercise price for stock option grants is set at the fair value of the General Partner’s common stock on the day of grant.

The following table summarizes transactions under the General Partner’s stock option plans as of December 31, 2006:

		2006
		Weighted	Weighted	Aggregate
		Average	Average	Intrinsic
		Exercise	Remaining	Value (1)
	Shares	Price	Life	(in Millions)
Outstanding, beginning of year	3,828,157	$25.50
Granted	861,591	$34.19
Exercised	(714,524)	$22.40
Forfeited	(126,299)	$30.71
Outstanding, end of year	3,848,925	$27.85	6.3		$50.2
Options exercisable, end of year	1,985,742	$24.26	4.6		$33.0

(1) The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the closing stock price of $40.90 at December 31, 2006, which would have been received by the option holders had all option holders exercised their options as of that date. This amount changes continuously based on the market prices of the General Partner’s stock.

Options granted in the years ended December 31, 2006, 2005, and 2004, respectively, had a weighted average fair value per option of $3.60, $3.04, and $2.84. As of December 31, 2006, there was $3.4 million of total unrecognized compensation expense related to stock options granted under the plans, which is expected to be recognized over a weighted average remaining period of 2.97 years. The total intrinsic value of options exercised during the years ended December 31, 2006, 2005, and 2004 respectively, was $11.3 million, $3.4 million, and $8.5 million. Compensation expense recognized for fixed stock option plans was $1.7 million, $1.1 million, and $853,000 for the years ended December 31, 2006, 2005, and 2004, respectively. The fair value of options vested during the years ended December 31, 2006, 2005, and 2004 was $1.6 million, $1.2 million, and $1.1 million, respectively.

The fair values of the options were determined using the Black-Scholes option-pricing model with the following assumptions:

	2006	2005	2004
Dividend yield	6.25 %	6.25 %	6.50 %
Volatility	20.0 %	20.0 %	20.0 %
Risk-free interest rate	4.5 %	3.8 %	3.6 %
Expected life	6 years	6 years	6 years

The risk free interest rate assumption is based upon observed interest rates appropriate for the term of the General Partner’s employee stock options. The dividend yield assumption is based on the history of and our present expectation of future dividend payouts. Our computation of expected volatility for the valuation of stock options granted in the years ended December 31, 2006, 2005, and 2004 is based on historic volatility over a period of time equal to the expected term. The expected life of employee stock options represents the weighted average period the stock options are expected to remain outstanding.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Performance Share Plan

Performance shares were granted under the 2000 Performance Share Plan, with each performance share economically equivalent to one share of the General Partner’s common stock.

The performance shares vest over a five-year period with the vesting percentage for a year dependent upon the General Partner’s attainment of certain predefined levels of earnings growth for such year. The performance shares have a contractual life of five years.

In April 2006, the 2000 Performance Share Plan was amended to provide that awards would be settled in shares of the General Partner’s common stock rather than cash. The fair value of existing awards was fixed at the date of the amendment and the fair value of subsequent awards will be fixed at the fair value of the General Partner’s common stock at the date of grant.

The following table summarizes transactions for the General Partner’s performance shares for the year ended December 31, 2006:

2000 Performance Share Plan	Vested	Unvested	Total

Performance Share Plan units at December 31, 2005	84,466	99,001	183,467
Granted	-	-	-
Vested	25,487	(25,487)	-
Forfeited	-	(3,746)	(3,746)
Dividend reinvestments	8,378	-	8,378
Disbursements	(15,076)	-	(15,076)
Total Performance Share Plan units outstanding at December 31, 2006	103,255	69,768	173,023

Compensation expense recognized for Performance Share Plan units was $1.2 million, $1.3 million, and $1.7 million for 2006, 2005, and 2004, respectively. The total vest date fair value of shares vesting during the year ended December 31, 2006 was $918,000.

Shareholder Value Plan Awards

The General Partner’s 2005 Shareholder Value Plan (“2005 SVP Plan”), a sub-plan of its 2005 Long-Term Incentive Plan, was approved by the General Partner’s shareholders in April 2005. Upon vesting, payout of the 2005 Shareholder Value Plan awards will be made in shares of the General Partner’s common stock. Under the 2005 SVP Plan, shareholder value awards fully vest three years after the date of grant. The number of common shares to be issued may range from 0%-300% of the target shares awarded and will be based upon the General Partner’s total shareholder return for such three-year period as compared to the S&P 500 Index and the NAREIT Real Estate 50 Index. Each index is weighted at 50%.

Awards made under the 2005 SVP Plan are measured at fair value, which is determined using a Monte Carlo simulation model that was developed to accommodate the unique features of the 2005 SVP Plan. Compensation cost recognized under the 2005 SVP Plan was $879,000 and $438,000 for the years ended December 31, 2006 and 2005, respectively.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table summarizes transactions for the General Partner’s awards under the 2005 SVP Plan for 2006:

			Weighted
	Number of		Average
	SVP		Grant Date
2005 Shareholder Value Plan Awards	Units		Fair Value
SVP awards at December 31, 2005	75,678		$30.64
Granted	90,844		$34.13
Forfeited	(5,169	)	$31.54
SVP awards at December 31, 2006	161,353		$32.58

As of December 31, 2006, there was $1.7 million of total unrecognized compensation expense related to nonvested SVP Plan awards granted under the 2005 SVP Plan, which will be recognized over a weighted average period of 1.75 years. All 2005 SVP Plan awards have a contractual life of three years.

Restricted Stock Units

Under the General Partner’s 2005 Long-Term Incentive Plan and its 2005 Non-Employee Directors Compensation Plan approved by the General Partner’s shareholders in April 2005, restricted stock units (“RSUs”) may be granted to non-employee directors, executive officers and selected management employees. An RSU is economically equivalent to one share of the General Partner’s common stock. RSUs granted prior to January 1, 2006 vest 20% per year over five years, have contractual lives of five years and are payable in shares of the General Partner’s common stock. RSUs granted to existing non-employee directors subsequent to January 1, 2006 vest 100% over one year, and have contractual lives of one year. We recognize the value of the granted RSUs over this vesting period as expense.

The following table summarizes transactions for the General Partner’s RSUs, excluding dividend equivalents, for 2006:

		Weighted
		Average
	Number of	Grant Date
Restricted Stock Units	RSUs		Fair Value
RSUs at December 31, 2005	172,095	$32.19
Granted	108,452	$34.18
Vested	(33,084)	$33.83
Forfeited	(11,859)	$32.51
RSUs at December 31, 2006	235,604	$33.98

Compensation cost recognized for RSUs totaled $2.1 million and $478,000 for the years ended December 31, 2006 and 2005, respectively.

As of December 31, 2006, there was $5.5 million of total unrecognized compensation expense related to nonvested RSUs granted under the Plan, which is expected to be recognized over a weighted average period of 4 years.

(13) Financial Instruments

In August 2005, we entered into $300.0 million of cash flow hedges through forward-starting interest rate swaps to hedge interest rates on $300.0 million of anticipated debt offerings in 2007. The swaps qualify for hedge accounting, with any changes in fair value recorded in Accumulated Other Comprehensive Income (“OCI”). At December 31, 2006, the fair value of these swaps was approximately $9.9 million in an asset position as the effective rates of the swaps were lower than current interest rates at December 31, 2006.

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In March 2005, we entered into $300.0 million of cash flow hedges through forward-starting interest rate swaps to hedge interest rates on $300.0 million of anticipated debt offerings in 2006. The swaps qualified for hedge accounting, with any changes in fair value recorded in OCI. In March 2006, we issued $150.0 million of 5.5% senior unsecured notes due 2016 and terminated a corresponding amount of the cash flow hedges designated for this transaction. The settlement amount paid of approximately $800,000 will be recognized to earnings through interest expense ratably over the life of the senior unsecured notes and the ineffective portion of the hedge was insignificant. In August 2006, we issued $450.0 million of 5.95% senior unsecured notes due 2017 and $250.0 million of 5.63% senior unsecured notes due 2011 and terminated the remaining $150 million of cash flow hedges. The settlement amount received of approximately $1.6 million will be recognized to earnings through a reduction of interest expense ratably over the lives of the senior unsecured notes. The ineffective portion of the hedge was insignificant.

The effectiveness of our hedges will be evaluated throughout their lives using the hypothetical derivative method under which the change in fair value of the actual swap designated as the hedging instrument is compared to the change in fair value of a hypothetical swap.

(14) Recent Accounting Pronouncements

In September 2006, the Securities Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 provides guidance regarding the process of quantifying the materiality of financial statement misstatements. We adopted SAB 108 in the fourth quarter of 2006 with no effect to our financial statements.

(15) Commitments and Contingencies

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In October 2000, we sold or contributed industrial properties and undeveloped land with a fair value of $487 million to a joint venture (Dugan Realty LLC) in which we have a 50% interest and recognized a net gain of $35.2 million. In connection with this transaction, the joint venture partners were given an option to put up to a $50 million interest in the joint venture to us in exchange for the General Partner’s common stock or cash (at our option), subject to certain timing and other restrictions. As a result of this put option, we deferred $10.2 million of gain on sale of depreciated property and recorded a $50 million liability.

(16) Subsequent Events

Declaration of Distributions

The General Partner’s board of directors declared the following distributions at its January 31, 2007, regularly scheduled Board meeting:

	Quarterly
Class	Amount/Unit		Record Date	Payment Date
Common	$	0.4750	February 14, 2007	February 28, 2007
Preferred (per depositary unit):
Series B	$	0.998750	March 16, 2007	March 30, 2007
Series J	$	0.414063	February 14, 2007	February 28, 2007
Series K	$	0.406250	February 14, 2007	February 28, 2007
Series L	$	0.412500	February 14, 2007	February 28, 2007
Series M	$	0.434375	March 16, 2007	March 30, 2007
Series N	$	0.453125	March 16, 2007	March 30, 2007

DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

Schedule 3

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired

ALEXANDRIA, VIRGINIA
Mark Center	1801 N. Beauregard St.	Office	9,054	3,812	19,568	-	3,812	19,568	23,380	-	1982	2006
Mark Center	1901 N. Beauregard St.	Office	8,000	2,661	13,791	-	2,661	13,791	16,452	-	1982	2006
Mark Center	2001 N. Beauregard St.	Office	38,542	11,062	60,242	-	11,062	60,242	71,305	-	1990	2006

ALPHARETTA, GEORGIA
Brookside Office Park	Radiant I	Office	-	1,269	14,696	53	1,269	14,749	16,018	2,769	1998	1999
Brookside Office Park	Brookside I	Office	-	1,625	8,741	3,763	1,492	12,637	14,129	2,403	1999	1999
Brookside Office Park	Radiant II	Office	-	831	7,265	177	831	7,442	8,273	1,095	2000	2000
Brookside Office Park	Brookside II	Office	-	1,381	11,666	1,539	1,248	13,338	14,587	2,578	2000	2001
Hembree Crest	11415 Old Roswell Road	Industrial	-	648	2,454	1,055	648	3,509	4,157	1,163	1991	1999
NorthWinds Center	Northwinds VII	Office	-	2,271	19,895	1,303	2,304	21,165	23,469	4,202	1998	1999
NorthWinds Center	Northwinds I	Office	-	1,879	15,933	167	1,879	16,100	17,979	2,247	1997	2004
NorthWinds Center	Northwinds II	Office	-	1,796	16,522	445	1,796	16,966	18,762	2,741	1997	2004
NorthWinds Center	Northwinds III	Office	16,468	1,868	16,114	439	1,868	16,552	18,420	2,376	1998	2004
NorthWinds Center	Northwinds IV	Office	15,673	1,844	16,089	1,287	1,844	17,376	19,219	2,403	1999	2004
NorthWinds Center	Northwinds V	Office	-	2,215	15,522	317	2,215	15,839	18,054	2,249	1999	2004
NorthWinds Center	Northwinds VI	Office	-	2,662	15,600	554	2,662	16,153	18,816	2,384	2000	2004
NorthWinds Center	Northwinds Village	Retail	-	704	4,453	146	710	4,594	5,303	408	2000	2004
NorthWinds Center	Northwinds Restaurant	Retail	-	202	329	-	202	329	531	36	1998	2004
10745 Westside Parkway	10745 Westside Parkway	Office	-	925	5,790	292	925	6,082	7,007	1,303	1995	1999
Ridgeland	1320 Ridgeland Parkway	Industrial	-	998	5,874	52	998	5,927	6,924	1,102	1999	1999
Ridgeland	1345 Ridgeland Parkway	Industrial	-	488	2,186	1,029	488	3,214	3,702	548	1999	1999
Ridgeland	1335 Ridgeland Pkwy	Industrial	-	579	2,362	309	579	2,671	3,250	735	1999	2000
Preston Ridge	Preston Ridge IV	Office	-	2,777	13,300	503	2,781	13,799	16,580	2,506	2000	2004
Windward	800 North Point Parkway	Office	-	1,250	18,443	-	1,250	18,443	19,693	1,851	1991	2003
Windward	900 North Point Parkway	Office	-	1,250	13,945	-	1,250	13,945	15,195	1,412	1991	2003

ARLINGTON HEIGHTS, ILLINOIS
Arlington Business Park	Atrium II	Office	-	776	6,921	2,027	776	8,948	9,724	2,087	1986	1998

ATLANTA, GEORGIA
Druid Chase	6 West Druid Hills Drive	Office	-	473	6,731	2,492	473	9,223	9,696	2,104	1968	1999
Druid Chase	2801 Buford Highway	Office	-	794	9,487	2,568	794	12,055	12,849	2,477	1977	1999
Druid Chase	1190 West Druid Hills Drive	Office	-	689	6,625	1,225	689	7,851	8,540	1,631	1980	1999

AURORA, ILLINOIS
Meridian Business Campus	535 Exchange	Industrial	-	386	920	264	386	1,184	1,570	249	1984	1999
Meridian Business Campus	525 North Enterprise Street	Industrial	-	342	1,678	110	342	1,788	2,131	413	1984	1999
Meridian Business Campus	615 North Enterprise Street	Industrial	-	468	2,824	649	468	3,473	3,941	828	1984	1999
Meridian Business Campus	3615 Exchange	Industrial	-	410	1,603	140	410	1,743	2,153	418	1986	1999
Meridian Business Campus	4000 Sussex Avenue	Industrial	-	417	1,711	292	417	2,003	2,421	467	1990	1999
Meridian Business Campus	3737 East Exchange	Industrial	-	598	2,543	166	598	2,709	3,307	626	1985	1999
Meridian Business Campus	444 North Commerce Street	Industrial	-	722	5,411	596	722	6,007	6,730	1,445	1985	1999
Meridian Business Campus	880 North Enterprise Street	Industrial	-	1,150	5,760	530	1,150	6,290	7,439	1,281	1999	2000
Meridian Business Campus	Meridian Office Service Center	Industrial	-	567	1,283	1,701	567	2,984	3,551	451	2001	2001
Meridian Business Campus	Genera Corporation	Industrial	-	1,957	3,827	-	1,957	3,827	5,784	410	2004	2004

BALTIMORE, MARYLAND
Port of Baltimore	Baltimore Ground Lease	Grounds	-	2,547	-	-	2,547	-	2,547	-	N/A	2006

BEACHWOOD, OHIO
One Corporate Exchange	One Corporate Exchange	Office	-	1,287	8,548	1,400	1,287	9,947	11,234	2,886	1989	1996
Corporate Place	Corporate Place	Office	-	1,161	7,352	903	1,163	8,253	9,416	2,169	1988	1996

BERRY HILL, TN
Four-Forty Business Center	Four-Forty Business Center I	Industrial	-	938	6,462	46	938	6,508	7,446	1,215	1997	1999
Four-Forty Business Center	Four-Forty Business Center III	Industrial	-	1,812	7,579	238	1,812	7,817	9,629	1,568	1998	1999
Four-Forty Business Center	Four-Forty Business Center IV	Industrial	-	1,522	5,750	303	1,522	6,053	7,575	1,324	1997	1999
Four-Forty Business Center	Four-Forty Business Center V	Industrial	-	471	3,321	527	471	3,847	4,319	1,240	1999	1999

DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

Schedule 3

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired

BLOOMINGTON, MINNESOTA
Alpha Business Center	Alpha Business Ctr I&II	Office	-	280	1,513	367	280	1,879	2,160	451	1980	1999
Alpha Business Center	Alpha Business Ctr III&IV	Industrial	-	341	1,835	366	341	2,201	2,542	490	1980	1999
Alpha Business Center	Alpha Business Ctr V	Industrial	-	537	2,977	361	538	3,338	3,875	690	1980	1999
Hampshire Dist. Center	Hampshire Dist Center North	Industrial	1,473	779	4,500	279	779	4,779	5,558	1,107	1979	1997
Hampshire Dist. Center	Hampshire Dist Center South	Industrial	1,670	901	5,068	314	901	5,382	6,283	1,256	1979	1997
Norman Pointe Office Park	Norman Pointe I	Office	-	3,650	27,994	2,145	3,650	30,139	33,789	5,799	2000	2000

BLUE ASH, OHIO
McAuley Place	McAuley Place	Office	-	2,331	18,596	1,724	2,331	20,320	22,650	3,792	2000	2001
Huntington Bank Building	Huntington Bank Building	Office	-	175	241	-	175	241	416	64	1986	1996
Lake Forest/Westlake	Lake Forest Place	Office	-	1,953	19,055	2,814	1,953	21,870	23,823	5,912	1985	1996
Northmark Office Park	Northmark Building 1	Office	-	1,452	5,272	254	1,452	5,526	6,978	1,395	1987	2004
Northmark Office Park	Northmark Building 2	Office	-	1,386	5,136	47	1,386	5,183	6,568	916	1984	2004
Lake Forest/Westlake	Westlake Center	Office	-	2,459	16,091	3,207	2,459	19,299	21,758	5,336	1981	1996
Landings	Landings Building I	Office	-	4,302	17,512	-	4,302	17,512	21,814	305	2006	2006

BOLINGBROOK, ILLINOIS
Joliet Road Business Park	555 Joliet Road, Bolingbrook	Industrial	-	2,184	9,284	378	2,332	9,514	11,846	1,221	1967	2002
Joliet Road Business Park	Dawes Transportation	Industrial	-	3,050	4,453	-	3,050	4,453	7,502	378	2005	2005

BRASELTON, GEORGIA
Braselton Business Park	Braselton II	Industrial	-	1,365	9,505	1,622	1,884	10,608	12,493	1,707	2001	2001
Park 85 at Braselton	Park 85 @ Braselton Bldg 625	Industrial	-	9,855	25,690	-	9,855	25,690	35,545	665	2004	2005

BRENTOOD, TENNESSEE
Brentwood South Bus. Center	Brentwood South Bus Ctr I	Industrial	-	1,065	5,775	758	1,065	6,533	7,599	1,342	1987	1999
Brentwood South Bus. Center	Brentwood South Bus Ctr II	Industrial	-	1,065	2,786	1,105	1,065	3,891	4,956	735	1987	1999
Brentwood South Bus. Center	Brentwood South Bus Ctr III	Industrial	-	848	4,130	583	848	4,712	5,561	1,094	1989	1999
Creekside Crossing	Creekside Crossing I	Office	-	1,900	7,993	302	1,901	8,295	10,195	2,279	1997	1998
Creekside Crossing	Creekside Crossing II	Office	-	2,087	8,224	1,129	2,087	9,353	11,440	2,466	1999	2000
Creekside Crossing	Creekside Crossing III	Office	-	2,969	9,899	-	2,969	9,899	12,868	153	2006	2006

BROOKLYN PARK, MINNESOTA
7300 Northland Drive	7300 Northland Drive	Industrial	-	700	6,607	197	703	6,801	7,504	1,536	1980	1998
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 1	Industrial	-	835	5,459	1,113	1,286	6,121	7,407	1,628	1998	1999
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 2	Industrial	-	449	2,837	670	599	3,357	3,956	731	1998	1999
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 3	Industrial	-	758	2,032	234	837	2,186	3,024	544	1999	1999
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 4	Industrial	-	2,079	7,622	1,184	2,397	8,487	10,884	2,464	1999	1999
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 5	Industrial	-	1,079	5,335	420	1,354	5,479	6,833	1,669	1999	2000
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 6	Industrial	-	788	3,100	1,882	1,031	4,738	5,769	1,228	2000	2000
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 10	Industrial	-	2,757	4,642	548	2,723	5,225	7,948	442	2004	2004
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 12	Industrial	-	4,564	9,014	-	4,564	9,014	13,578	493	2005	2005

CARMEL, INDIANA
Hamilton Crossing	Hamilton Crossing I	Industrial	-	835	4,550	2,469	847	7,007	7,855	2,588	1989	1993
Hamilton Crossing	Hamilton Crossing II	Office	-	313	1,410	1,173	384	2,512	2,896	1,030	1997	1997
Hamilton Crossing	Hamilton Crossing III	Office	-	890	9,581	1,531	890	11,112	12,001	2,714	2000	2000
Hamilton Crossing	Hamilton Crossing IV	Office	-	515	5,377	98	598	5,392	5,990	1,277	1999	1999
Hamilton Crossing	Hamilton Crossing VI	Office	-	1,044	13,743	840	1,068	14,559	15,627	1,720	2003	2003
Meridian Technology Center	Meridian Tech Center	Office	-	376	2,695	1,035	376	3,730	4,106	627	1986	2002
West Carmel Marketplace	West Carmel Mktplc (Marshalls)	Retail	-	1,427	2,383	-	1,427	2,383	3,811	-	2005	2005
West Carmel Marketplace	West Carmel (Best Buy, Petco)	Retail	-	2,578	4,088	-	2,578	4,088	6,666	-	2006	2006
West Carmel Marketplace	West Carmel Mktplc B-Shops	Retail	-	4,687	2,688	-	4,687	2,689	7,375	-	2006	2006
West Carmel Marketplace	West Carmel Mktplc-OfficeMax	Retail	-	1,274	1,757	-	1,274	1,757	3,031	-	2006	2006

DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

Schedule 3

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired
CAROL STREAM, ILLINOIS
Carol Stream Business Park	Carol Stream IV	Industrial	-	3,204	14,986	471	3,204	15,457	18,661	1,610	1994	2003
Carol Stream Business Park	Carol Stream V	Industrial	-	4,553	7,605	195	4,553	7,800	12,353	707	1986	2003

CARY, NORTH CAROLINA
Regency Forest	200 Regency Forest Dr.	Office	-	1,230	13,398	1,833	1,230	15,231	16,461	3,035	1999	1999
Regency Forest	100 Regency Forest Dr.	Office	-	1,538	9,852	1,732	1,618	11,503	13,122	2,359	1997	1999
Weston Parkway	6501 Weston Parkway	Office	-	1,775	10,668	992	1,775	11,660	13,435	2,392	1996	1999

CELEBRATION, FLORIDA
Celebration Business Center	Celebration Business Center I	Office	-	1,102	4,791	423	1,308	5,008	6,316	996	1997	1999
Celebration Business Center	Celebration Business Center II	Office	-	771	3,587	187	961	3,585	4,545	735	1997	1999
Celebration Office Center	Celebration Office Center I	Office	-	1,382	6,462	303	1,382	6,765	8,147	1,237	2000	2000
Celebration Office Center	Celebration Office Center II	Office	-	1,382	6,254	2,412	1,382	8,666	10,048	1,948	2001	2001

CHANTILLY, VIRGINIA
Liberty Center	Liberty Center III	Office	31,120	11,302	27,065	-	11,302	27,065	38,367	-	2006	2006
Liberty Center	Liberty Center I	Office	10,621	6,692	17,656	-	6,692	17,656	24,348	-	1998	2006
Liberty Center	Liberty Center II	Office	26,038	13,424	33,601	-	13,424	33,601	47,025	-	2002	2006
TASC Campus	4803 Stonecroft	Office	14,474	6,532	15,986	-	6,532	15,986	22,518	-	2005	2006
TASC Campus	4805 Stonecroft	Office	9,460	5,496	14,604	-	5,496	14,604	20,100	-	2000	2006

CINCINNATI, OHIO
311 Elm	311 Elm	Office	-	339	5,749	1,303	346	7,045	7,391	3,618	1986	1993
312 Elm	312 Elm	Office	35,226	4,750	46,921	4,969	5,428	51,211	56,639	17,207	1992	1993
312 Plum	312 Plum	Office	-	2,539	24,348	3,037	2,590	27,334	29,924	9,346	1987	1993
One Ashview Place	One Ashview Place	Office	-	1,204	12,612	2,827	1,204	15,439	16,643	4,423	1989	1997
Blue Ash Office Center	Blue Ash Office Center VI	Office	-	518	2,783	608	518	3,392	3,910	850	1989	1997
Towers of Kenwood	Towers of Kenwood	Office	-	4,891	42,412	1,305	4,891	43,717	48,609	4,347	1989	2003
Governors Hill	8790 Governor's Hill	Office	-	400	4,564	992	408	5,549	5,957	1,824	1985	1993
Governors Hill	8800 Governor's Hill	Office	-	225	2,293	587	231	2,874	3,105	1,271	1985	1986
Governors Hill	8600/8650 Governor's Hill Dr.	Office	-	1,220	18,338	5,640	1,245	23,953	25,198	7,550	1986	1993
Kenwood Executive Center	Kenwood Executive Center	Office	-	606	4,021	931	664	4,895	5,559	1,224	1981	1997
Kenwood Commons	8230 Kenwood Commons	Office	3,554	638	2,970	861	638	3,831	4,468	2,243	1986	1986
Kenwood Commons	8280 Kenwood Commons	Office	2,246	638	1,773	477	638	2,250	2,888	1,169	1986	1986
Kenwood Medical Office Bldg.	Kenwood Medical Office Bldg.	Office	-	-	7,798	100	-	7,899	7,899	1,609	1994	1999
Pfeiffer Place	Pfeiffer Place	Office	-	3,608	14,290	1,353	3,608	15,643	19,252	3,355	2001	2001
Pfeiffer Woods	Pfeiffer Woods	Office	-	1,450	12,322	1,640	2,128	13,284	15,412	2,548	1998	1999
Remington Office Park	Remington Park Building A	Office	-	560	1,469	587	560	2,056	2,616	491	1982	1997
Remington Office Park	Remington Park Building B	Office	-	560	1,473	508	560	1,981	2,541	664	1982	1997
Triangle Office Park	Triangle Office Park	Office	3,815	1,018	11,059	1,166	1,018	12,226	13,244	5,976	1965	1986

CLAYTON, MISSOURI
Interco Corporate Tower	Interco Corporate Tower	Office	-	6,150	43,275	1,751	6,150	45,026	51,176	6,060	1986	2002

COLUMBUS, OHIO
Easton	One Easton Oval	Office	-	2,789	10,577	444	2,789	11,022	13,810	2,642	1998	1999
Easton	Two Easton Oval	Office	-	2,489	16,683	1,541	2,489	18,224	20,713	4,170	1996	1998
Easton	Easton Way One	Office	-	1,874	9,994	577	1,874	10,571	12,445	3,024	2000	2000
Easton	Easton Way Two	Office	-	2,005	10,287	792	2,005	11,078	13,083	3,122	2001	2001
Easton	Easton Way Three	Office	-	2,768	11,530	68	2,768	11,598	14,366	2,138	2002	2003
Easton	Lane Bryant	Office	-	4,346	11,395	-	4,346	11,396	15,742	668	2006	2006
Easton	4400 Easton Commons	Office	-	1,886	7,779	-	1,886	7,779	9,665	126	2006	2006
Polaris	1000 Polaris Parkway	Office	-	1,200	6,636	1,502	1,293	8,045	9,338	2,291	1992	1999

COPPELL, TEXAS
Freeport North	Freeport X	Industrial	-	8,198	18,852	3,033	8,198	21,885	30,083	3,750	2003	2003

DAVENPORT, FLORIDA
Park 27 Distribution Center	Park 27 Distribution Center I	Industrial	-	2,449	6,107	8	2,449	6,116	8,564	1,084	2002	2002

DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

Schedule 3

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired

DES PLAINES, ILLINOIS
2180 South Wolf Road	2180 South Wolf Road	Industrial	-	179	1,632	476	179	2,108	2,288	515	1966	1998

DOWNERS GROVE, ILLINOIS
Executive Towers	Executive Towers I	Office	-	2,652	23,964	6,016	2,652	29,980	32,632	7,365	1983	1997
Executive Towers	Executive Towers II	Office	-	3,386	31,815	8,361	3,386	40,176	43,562	12,399	1984	1997
Executive Towers	Executive Towers III	Office	-	3,512	32,513	6,815	3,512	39,328	42,840	9,962	1987	1997

DUBLIN, OHIO
Scioto Corporate Center	Scioto Corporate Center	Office	-	1,100	3,227	1,310	1,100	4,537	5,637	1,433	1987	1996
Tuttle Crossing	Qwest	Office	-	2,618	18,730	1,800	2,670	20,478	23,148	6,772	1990	1993
Tuttle Crossing	4600 Lakehurst	Office	-	1,494	12,858	552	1,524	13,380	14,904	4,497	1990	1993
Tuttle Crossing	4700 Lakehurst Court	Office	-	717	2,439	465	717	2,904	3,621	913	1994	1994
Tuttle Crossing	4675 Lakehurst	Office	-	605	5,873	176	605	6,049	6,654	1,819	1995	1995
Tuttle Crossing	5500 Glendon Court	Office	-	1,066	7,613	1,097	1,066	8,710	9,775	2,719	1995	1995
Tuttle Crossing	5555 Glendon Court	Office	-	1,600	7,196	1,275	1,767	8,305	10,071	2,611	1995	1995
Britton Central	6060 Britton Parkway	Office	-	1,601	8,725	182	1,601	8,907	10,508	3,779	1996	1996
Tuttle Crossing	Compmanagement	Office	-	867	4,408	646	867	5,054	5,921	1,569	1997	1997
Tuttle Crossing	4725 Lakehurst	Office	-	483	9,349	998	483	10,348	10,831	3,158	1998	1998
Tuttle Crossing	5515 Parkcenter Circle	Office	-	1,283	6,739	376	1,283	7,114	8,397	-	1996	2005
Tuttle Crossing	5555 Parkcenter Circle	Office	-	1,580	9,096	901	1,580	9,997	11,577	3,224	1992	1994
Tuttle Crossing	Parkwood Place	Office	-	1,690	11,563	1,037	1,690	12,600	14,290	4,290	1997	1997
Tuttle Crossing	Nationwide	Office	-	4,815	15,444	823	4,815	16,268	21,083	4,344	1996	1996
Tuttle Crossing	Emerald II	Office	-	495	2,836	31	495	2,868	3,363	645	1998	1998
Tuttle Crossing	Atrium II, Phase I	Office	-	1,649	9,885	516	1,649	10,401	12,050	2,919	1997	1998
Tuttle Crossing	Atrium II, Phase II	Office	-	1,597	7,993	1,109	1,597	9,102	10,699	2,072	1998	1999
Tuttle Crossing	Blazer I	Office	-	904	4,517	583	904	5,100	6,004	1,262	1999	1999
Tuttle Crossing	Parkwood II	Office	-	1,848	14,030	256	1,848	14,286	16,134	4,220	2000	2000
Tuttle Crossing	Blazer II	Office	-	1,016	6,658	508	1,016	7,167	8,183	1,938	2000	2000
Tuttle Crossing	Emerald III	Office	-	1,685	9,862	1,292	1,694	11,146	12,839	2,663	2001	2001

DULUTH, GEORGIA
Crestwood Pointe	3805 Crestwood Parkway	Office	-	877	15,107	1,385	877	16,492	17,369	3,571	1997	1999
Crestwood Pointe	3885 Crestwood Parkway	Office	-	878	14,057	804	878	14,861	15,739	2,955	1998	1999
Hampton Green	Hampton Green Office I	Office	-	1,388	12,188	691	1,388	12,879	14,266	2,767	2000	2000
River Green	3450 River Green Court	Industrial	-	194	2,001	274	194	2,274	2,468	421	1989	1999
Business Park At Sugarloaf	2775 Premiere Parkway	Industrial	6,857	560	4,672	276	565	4,943	5,508	898	1997	1999
Business Park At Sugarloaf	3079 Premiere Parkway	Industrial	11,454	776	6,403	1,822	783	8,219	9,001	1,854	1998	1999
Business Park At Sugarloaf	Sugarloaf Office I	Office	-	1,042	8,681	709	1,042	9,389	10,432	1,975	1998	1999
Business Park At Sugarloaf	2850 Premiere Parkway	Office	6,827	621	4,631	6	627	4,631	5,258	491	1997	2002
Business Park At Sugarloaf	Sugarloaf Office II (3039)	Office	-	972	3,791	420	1,006	4,178	5,184	450	1999	2002
Business Park At Sugarloaf	Sugarloaf Office III (2810)	Office	-	696	3,896	413	696	4,308	5,004	565	1999	2002
Business Park At Sugarloaf	2855 Premiere Parkway	Industrial	6,155	765	3,633	443	770	4,070	4,841	926	1999	1999
Business Park At Sugarloaf	6655 Sugarloaf	Industrial	9,958	1,651	6,449	75	1,659	6,516	8,175	832	1998	2001
Business Park At Sugarloaf	Sugarloaf Office IV	Office	-	623	2,988	304	623	3,292	3,915	528	2000	2000
Business Park At Sugarloaf	Sugarloaf Office V	Office	-	744	3,816	463	744	4,278	5,022	1,652	2001	2001
Business Park At Sugarloaf	Sugarloaf VI	Office	-	1,659	6,027	818	1,659	6,846	8,504	579	2004	2004
Business Park At Sugarloaf	Sugarloaf VII	Office	-	1,796	5,163	-	1,796	5,163	6,959	65	2006	2006

EAGAN, MINNESOTA
Apollo Industrial Center	Apollo Industrial Ctr I	Industrial	-	866	4,976	1,472	882	6,432	7,314	1,815	1997	1997
Apollo Industrial Center	Apollo Industrial Ctr II	Industrial	-	474	2,581	145	474	2,727	3,200	560	2000	2000
Apollo Industrial Center	Apollo Industrial Ctr III	Industrial	-	1,432	6,688	50	1,432	6,739	8,170	1,197	2000	2000
Silverbell Commons	Silverbell Commons	Industrial	-	1,807	6,657	1,692	1,908	8,248	10,156	2,068	1999	1999
Trapp Road Commerce Center	Trapp Road Commerce Center I	Industrial	-	671	3,886	446	700	4,303	5,003	949	1996	1998
Trapp Road Commerce Center	Trapp Road Commerce Center II	Industrial	-	1,250	6,738	1,094	1,266	7,816	9,082	1,687	1998	1998

DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

Schedule 3

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired

EARTH CITY, MISSOURI
Earth City	Rider Trail	Office	5,464	2,615	10,877	2,149	2,615	13,026	15,642	3,025	1987	1997
Earth City	3300 Pointe 70	Office	3,907	1,186	7,515	2,489	1,186	10,003	11,189	2,920	1989	1997
Earth City	Corporate Center, Earth City	Industrial	-	783	3,838	1,501	783	5,339	6,122	1,606	2000	2000
Earth City	Corporate Trail Distribution	Industrial	-	2,850	6,163	-	2,850	6,163	9,012	220	2006	2006

EAST POINTE, GEORGIA
Camp Creek	Camp Creek Bldg 1400	Office	5,560	561	3,042	821	563	3,861	4,424	785	1988	2001
Camp Creek	Camp Creek Bldg 1800	Office	4,111	462	2,657	168	464	2,823	3,287	462	1989	2001
Camp Creek	Camp Creek Bldg 2000	Office	3,319	395	2,292	37	397	2,328	2,725	360	1989	2001
Camp Creek	Camp Creek Bldg 2400	Industrial	2,906	296	1,675	324	298	1,997	2,294	329	1988	2001
Camp Creek	Camp Creek Bldg 2600	Industrial	3,691	364	2,346	136	366	2,481	2,846	585	1990	2001
Camp Creek	Clorox Company	Industrial	19,369	4,406	9,512	602	4,841	9,678	14,520	1,061	2003	2003
Camp Creek	Camp Creek Building 1200	Office	-	1,334	2,673	928	1,334	3,600	4,934	545	2004	2004
Camp Creek	3900 North Commerce	Industrial	5,342	1,059	2,974	-	1,059	2,973	4,032	204	2005	2005
Camp Creek	Camp Creek Building M	Industrial	-	5,687	10,192	-	5,687	10,192	15,879	351	2006	2006
Camp Creek	Hartsfield Warehouse BTS	Industrial	11,881	2,065	7,076	-	2,065	7,076	9,141	193	2006	2006
Camp Creek	Camp Creek Building 1000	Office	-	1,537	2,459	-	1,537	2,459	3,996	71	2006	2006

FAIRFIELD, OHIO
Thunderbird Building 1	Thunderbird Building 1	Industrial	-	248	1,740	156	248	1,896	2,144	635	1991	1995

FENTON, MISSOURI
Fenton Interstate Buildings	Fenton Interstate Building C	Industrial	-	519	1,978	322	519	2,300	2,819	593	1986	1999
Fenton Interstate Buildings	Fenton Interstate Building D	Industrial	-	1,286	5,050	700	1,286	5,750	7,036	1,234	1987	1999
Fenton Interstate Buildings	Fenton Interstate Building A	Industrial	-	603	2,593	40	603	2,633	3,236	544	1987	2000
Fenton Interstate Buildings	Fenton Interstate Building B	Industrial	-	702	2,299	134	702	2,433	3,135	449	1986	2000

FISHERS, INDIANA
Exit 5	Exit 5 Building 1	Industrial	-	822	2,695	153	822	2,848	3,669	697	1999	1999
Exit 5	Exit 5 Building 2	Industrial	-	749	4,361	264	749	4,625	5,373	1,580	1999	2000

FRANKLIN, TENNESSEE
Aspen Grove Business Center	Aspen Grove Business Ctr I	Industrial	-	936	6,446	2,633	936	9,079	10,015	1,969	1996	1999
Aspen Grove Business Center	Aspen Grove Business Ctr II	Industrial	-	1,151	6,482	540	1,151	7,022	8,173	1,346	1996	1999
Aspen Grove Business Center	Aspen Grove Business Ctr III	Industrial	-	970	6,163	66	970	6,230	7,199	1,655	1998	1999
Aspen Grove Business Center	Aspen Grove Business Center IV	Industrial	-	492	2,416	23	492	2,439	2,931	360	2002	2002
Aspen Grove Business Center	Aspen Grove Business Ctr V	Industrial	-	943	5,171	1,188	943	6,360	7,303	1,343	1996	1999
Aspen Grove Business Center	Aspen Grove Flex Center II	Industrial	-	240	1,289	368	240	1,657	1,897	96	1999	1999
Aspen Grove Business Center	Aspen Grove Office Center I	Office	-	950	6,323	2,137	950	8,461	9,410	1,717	1999	1999
Aspen Grove Business Center	Aspen Grove Flex Center I	Industrial	-	301	1,233	631	301	1,863	2,165	366	1999	1999
Aspen Grove Business Center	Aspen Grove Flex Center III	Industrial	-	327	1,888	847	327	2,734	3,062	624	2001	2001
Aspen Grove Business Center	Aspen Grove Flex Center IV	Industrial	-	205	973	204	205	1,177	1,382	140	2001	2001
Aspen Grove Business Center	Aspen Corporate Center 100	Office	-	723	3,451	84	723	3,535	4,258	455	2004	2004
Aspen Grove Business Center	Aspen Corporate Center 200	Office	-	1,306	1,866	944	1,306	2,810	4,116	113	2006	2006
Brentwood South Bus. Center	Brentwood South Bus Ctr IV	Industrial	-	569	2,435	603	569	3,038	3,607	533	1990	1999
Brentwood South Bus. Center	Brentwood South Bus Ctr V	Industrial	-	445	1,932	72	445	2,003	2,449	378	1990	1999
Brentwood South Bus. Center	Brentwood South Bus Ctr VI	Industrial	-	489	1,243	573	489	1,816	2,305	339	1990	1999

GARDEN CITY, GEORGIA
Aviation Court	Aviation Court Land	Grounds	-	1,509	-	-	1,509	-	1,509	18	N/A	2006

GRAND PRAIRIE, TEXAS
Grand Lakes	Grand Lakes I	Industrial	-	8,106	13,069	-	8,106	13,069	21,175	121	2006	2006

GREENWOOD, INDIANA
South Park-Indiana	Brylane Parking Lot	Grounds	-	54	-	3	57	-	57	40	N/A	1994

DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

Schedule 3

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired

GROVEPORT, OHIO
6600 Port Road	6600 Port Road	Industrial	-	2,725	23,287	1,389	2,850	24,551	27,401	6,028	1995	1997
Groveport Commerce Center	Groveport Commerce Center #437	Industrial	-	1,049	7,609	1,244	1,065	8,837	9,902	2,295	1999	1999
Groveport Commerce Center	Groveport Commerce Center #168	Industrial	-	510	3,759	1,059	510	4,818	5,328	1,127	1999	2000
Groveport Commerce Center	Groveport Commerce Center #345	Industrial	-	1,045	7,349	938	1,045	8,287	9,332	1,958	2000	2000
Groveport Commerce Center	Groveport Commerce Center #667	Industrial	-	4,420	14,439	-	4,420	14,440	18,859	1,419	2005	2005

HANAHAN, SOUTH CAROLINA
Charleston	916 Commerce Circle	Industrial	1,186	286	1,781	-	286	1,782	2,068	-	1999	2006

HEBRON, KENTUCKY
Southpark, KY	Southpark Building 4	Industrial	-	779	3,353	123	779	3,476	4,255	1,104	1994	1994
Southpark, KY	CR Services	Industrial	-	1,085	4,214	1,410	1,085	5,624	6,709	1,739	1994	1994
Hebron Industrial Park	Hebron Building 1	Industrial	-	8,855	11,527	-	8,855	11,527	20,382	456	2006	2006

HIGHLAND HILLS, OHIO
Harvard Crossing Bus. Campus	One Harvard Crossing	Office	-	660	7,685	139	660	7,824	8,484	629	1999	2004
Metropolitan Plaza	Metropolitan Plaza	Office	-	2,310	13,847	263	2,310	14,110	16,420	1,458	2000	2003

HOPKINS, MINNESOTA
Cornerstone Business Center	Cornerstone Business Center	Industrial	4,887	1,469	8,437	491	1,543	8,855	10,398	2,139	1996	1997

HUTCHINS, TEXAS
Duke Intermodal Park	Duke Intermodal I	Industrial	-	5,290	9,641	-	5,290	9,641	14,931	73	2006	2006

INDEPENDENCE, OHIO
Corporate Plaza	Corporate Plaza I	Office	-	2,116	14,072	1,707	2,116	15,779	17,894	4,272	1989	1996
Corporate Plaza	Corporate Plaza II	Office	-	1,841	11,996	1,731	1,841	13,727	15,568	3,764	1991	1996
Freedom Square	Freedom Square I	Office	-	595	3,961	754	600	4,711	5,310	1,296	1980	1996
Freedom Square	Freedom Square II	Office	-	1,746	11,584	1,150	1,746	12,735	14,481	3,518	1987	1996
Freedom Square	Freedom Square III	Office	-	701	6,290	39	701	6,328	7,029	1,917	1997	1997
Oak Tree Place	Oak Tree Place	Office	-	703	4,632	843	703	5,475	6,178	1,297	1979	1997
Park Center Plaza	Park Center Plaza I	Office	-	2,193	13,155	399	2,193	13,554	15,747	4,058	1998	1998
Park Center Plaza	Park Center Plaza II	Office	-	2,190	13,353	24	2,190	13,376	15,566	3,878	1999	1999
Park Center Plaza	Park Center Plaza III	Office	-	2,190	11,975	2,545	2,190	14,519	16,710	3,411	2000	2000

INDIANAPOLIS, INDIANA
Park 100	Park 465	Industrial	-	124	759	-	124	759	883	34	1983	2005
Franklin Road Business Park	Franklin Road Business Center	Industrial	-	594	10,384	1,328	594	11,712	12,306	4,023	1962	1995
6061 Guion Road	6061 Guion Rd	Industrial	-	274	1,798	194	274	1,992	2,266	593	1974	1995
Hillsdale	Hillsdale Technecenter 4	Industrial	-	366	5,049	860	366	5,910	6,276	2,003	1987	1993
Hillsdale	Hillsdale Technecenter 5	Industrial	-	251	2,927	769	251	3,696	3,947	1,207	1987	1993
Hillsdale	Hillsdale Technecenter 6	Industrial	-	315	4,334	1,743	315	6,078	6,393	2,444	1987	1993
Keystone Crossing	8555 N. River Road	Office	-	-	5,998	1,199	-	7,197	7,197	1,775	1985	1997
One North Capitol	One North Capitol	Office	-	1,439	9,313	776	1,439	10,088	11,528	2,235	1980	1998
Park 100	Park 100 Bldg 31	Industrial	-	64	384	-	64	383	447	18	1978	2005
Park 100	Park 100 Building 96	Industrial	-	1,414	13,804	113	1,667	13,664	15,331	4,077	1994	1995
Park 100	Park 100 Building 98	Industrial	-	273	8,217	2,059	273	10,275	10,549	3,338	1968	1994
Park 100	Park 100 Building 100	Industrial	-	103	2,072	629	103	2,701	2,804	797	1995	1995
Park 100	Park 100 Building 102	Office	-	182	1,118	-	182	1,118	1,300	51	1982	2005
Park 100	Park 100 Building 107	Industrial	-	99	1,698	321	99	2,019	2,118	572	1984	1995
Park 100	Park 100 Building 109	Industrial	-	240	1,802	350	246	2,146	2,392	993	1985	1986
Park 100	Park 100 Building 116	Office	-	341	3,207	333	348	3,533	3,881	1,597	1988	1988
Park 100	Park 100 Building 118	Office	-	226	2,252	750	230	2,998	3,228	959	1988	1993
Park 100	Park 100 Building 119	Office	-	388	3,719	1,393	500	5,000	5,500	2,012	1989	1993
Park 100	Park 100 Building 122	Industrial	-	284	3,695	956	290	4,645	4,935	1,498	1990	1993
Park 100	Park 100 Building 124	Office	-	227	2,771	8	227	2,779	3,006	521	1992	2002
Park 100	Park 100 Building 127	Industrial	-	96	1,654	453	96	2,106	2,203	594	1995	1995
Park 100	Park 100 Building 141	Industrial	-	1,120	3,305	-	1,120	3,305	4,425	228	2005	2005

DUKE REALTY LIMITED PARTNERSHIP

Schedule 3

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired
Park 100	UPS Parking	Grounds	-	270	-	-	270	-	270	82	N/A	1997
Park 100	Norgate Ground Lease	Grounds	-	51	-	-	51	-	51	-	N/A	1995
Park 100	Zollman Ground Lease	Grounds	-	115	-	-	115	-	115	-	N/A	1994
Park 100	Bldg 111 Parking Lot	Grounds	-	196	-	-	196	-	196	42	N/A	1994
Park 100	Becton Dickinson Lot	Grounds	-	-	-	13	13	-	13	10	N/A	1993
Park 100	3.58 acres on Allison Avenue	Grounds	-	242	-	-	242	-	242	21	N/A	2000
Park 100	Hewlett-Packard Land Lease	Grounds	-	252	-	-	252	-	252	17	N/A	2003
Park 100	Park 100 Bldg 121 Land Lease	Grounds	-	5	-	-	5	-	5	-	N/A	2003
Park 100	Hewlett Packard Land Lse-62	Grounds	-	45	-	-	45	-	45	3	N/A	2003
Park 100	West 79th St. Parking Lot LL	Grounds	-	350	-	-	350	-	350	3	N/A	2006
Park Fletcher	Park Fletcher Building 33	Industrial	-	1,237	5,264	-	1,237	5,264	6,501	75	1997	2006
Park Fletcher	Park Fletcher Building 34	Industrial	-	1,331	5,640	-	1,331	5,640	6,971	82	1997	2006
Park Fletcher	Park Fletcher Building 35	Industrial	-	380	1,503	-	380	1,503	1,883	25	1997	2006
Park Fletcher	Park Fletcher Building 36	Industrial	-	476	2,355	-	476	2,355	2,831	30	1997	2006
Park Fletcher	Park Fletcher Building 37	Industrial	-	286	653	-	286	653	939	17	1998	2006
Park Fletcher	Park Fletcher Building 38	Industrial	-	1,428	5,957	-	1,428	5,957	7,385	80	1999	2006
Park Fletcher	Park Fletcher Building 39	Industrial	-	570	2,160	-	570	2,160	2,730	32	1999	2006
Park Fletcher	Park Fletcher Building 40	Industrial	-	761	3,363	-	761	3,362	4,124	43	1999	2006
Park Fletcher	Park Fletcher Building 41	Industrial	-	952	4,310	-	952	4,310	5,262	40	2001	2006
Park Fletcher	Park Fletcher Building 42	Industrial	-	2,095	8,301	-	2,095	8,301	10,396	-	2001	2006
Parkwood Crossing	One Parkwood Crossing	Office	-	1,018	10,089	948	1,028	11,027	12,055	3,241	1989	1995
Parkwood Crossing	Two Parkwood Crossing	Office	-	861	6,421	1,024	871	7,435	8,306	1,955	1996	1996
Parkwood Crossing	Three Parkwood Crossing	Office	-	1,377	9,462	707	1,387	10,159	11,546	3,298	1997	1997
Parkwood Crossing	Four Parkwood Crossing	Office	-	1,489	11,714	560	1,537	12,225	13,762	2,959	1998	1998
Parkwood Crossing	Five Parkwood Crossing	Office	-	1,485	12,229	689	1,528	12,875	14,403	2,970	1999	1999
Parkwood Crossing	Six Parkwood Crossing	Office	-	1,960	15,410	792	1,960	16,201	18,162	3,946	2000	2000
Parkwood Crossing	Eight Parkwood Crossing	Office	-	6,435	16,419	137	6,435	16,555	22,990	2,665	2002	2002
Parkwood Crossing	Nine Parkwood Crossing	Office	-	6,046	15,991	-	6,047	15,991	22,038	813	2005	2005
River Road - Indianapolis	River Road Building I	Office	-	856	7,725	1,735	856	9,460	10,315	3,024	1997	1998
Woodfield	Two Woodfield Crossing	Office	-	719	9,345	2,216	733	11,548	12,281	3,995	1987	1993
Woodfield	Three Woodfield Crossing	Office	-	3,767	19,999	5,067	3,843	24,990	28,833	8,243	1989	1993
Woodland Corporate Park	Woodland Corporate Park I	Office	-	290	4,597	700	320	5,267	5,587	1,973	1998	1998
Woodland Corporate Park	Woodland Corporate Park II	Office	-	271	3,583	840	297	4,398	4,695	1,186	1999	1999
Woodland Corporate Park	Woodland Corporate Park III	Office	-	1,227	4,135	198	1,227	4,333	5,559	1,018	1999	2000
Woodland Corporate Park	Woodland Corporate Park IV	Office	-	715	7,245	528	715	7,773	8,488	2,041	2000	2000
Woodland Corporate Park	Woodland Corporate Park V	Office	-	768	10,015	5	768	10,021	10,788	1,420	2002	2002

LAKE FOREST, ILLINOIS
Bradley Business Center	28188 N. Ballard Drive	Industrial	-	186	1,751	346	186	2,098	2,284	507	1985	1998
Bradley Business Center	13777 West Laurel Drive	Industrial	-	98	913	53	98	965	1,064	219	1981	1998
Bradley Business Center	13825 West Laurel Drive	Industrial	-	750	1,874	906	750	2,780	3,530	946	1978	1999
Conway Park	One Conway Park	Office	-	1,901	17,617	2,591	1,901	20,208	22,109	4,526	1989	1998

LAKE MARY, FLORIDA
Northpoint	Northpoint Center I	Office	-	1,087	11,520	1,426	1,087	12,946	14,033	2,141	1998	1999
Northpoint	Northpoint Center II	Office	-	1,202	9,632	537	1,202	10,168	11,370	1,688	1999	2000
Northpoint	Northpoint III	Office	-	1,552	10,987	183	1,552	11,170	12,722	2,401	2001	2001
Northpoint	Northpoint IV	Office	-	1,605	8,583	4,294	1,605	12,876	14,481	1,366	2002	2002

LAWRENCEVILLE, GEORGIA
Hillside at Huntcrest	Huntcrest I	Office	-	1,193	11,061	28	1,193	11,088	12,281	2,216	2000	2001
Hillside at Huntcrest	Huntcrest II	Office	-	927	10,599	43	927	10,642	11,569	1,860	2000	2001
Hillside at Huntcrest	Huntcrest III	Office	-	1,358	12,937	241	1,358	13,178	14,536	2,252	2001	2002
Hillside at Huntcrest	Huntcrest IV	Office	-	1,295	5,742	331	1,306	6,062	7,368	551	2003	2003
Other Northeast I85 Properties	Weyerhaeuser BTS	Industrial	9,312	3,974	3,101	21	3,982	3,114	7,096	529	2004	2004

LEBANON, INDIANA
Lebanon Business Park	Lebanon Building 4	Industrial	13,206	305	9,672	184	305	9,856	10,162	2,599	1997	1997
Lebanon Business Park	Lebanon Building 9	Industrial	10,640	554	6,872	769	554	7,641	8,195	1,573	1999	1999
Lebanon Business Park	Lebanon Building 12	Industrial	24,670	5,163	13,207	394	5,163	13,601	18,764	2,042	2002	2002
Lebanon Business Park	Lebanon Building 13	Industrial	9,388	561	6,579	83	1,901	5,322	7,223	950	2003	2003
Lebanon Business Park	Lebanon Building 14	Industrial	19,693	2,813	12,196	597	2,813	12,793	15,605	1,033	2004	2004

DUKE REALTY LIMITED PARTNERSHIP

Schedule 3

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired
LEBANON, TENNESSEE
Park 840 Logistics Center	Pk 840 Logistics Cnt. Bldg 653	Industrial	-	6,776	11,125	-	6,776	11,125	17,901	142	2006	2006

LISLE, ILLINOIS
Corporate Lakes Business Park	2275 Cabot Drive	Office	-	3,355	7,008	6	3,355	7,014	10,369	632	1996	2004

MARYLAND HEIGHTS, MISSOURI
Riverport Business Park	Riverport Tower	Office	-	3,549	30,135	8,186	3,954	37,915	41,869	10,017	1991	1997
Riverport Business Park	Riverport Distribution	Industrial	-	242	2,238	680	242	2,918	3,159	622	1990	1997
Riverport Business Park	Express Scripts Service Center	Industrial	-	1,197	8,755	427	1,197	9,182	10,379	2,269	1992	1997
Riverport Business Park	Express Scripts HQ	Office	-	2,285	8,988	295	2,285	9,283	11,568	1,785	1999	1999
Riverport Business Park	Riverport 1	Industrial	-	900	3,463	256	900	3,719	4,619	1,387	1999	1999
Riverport Business Park	Riverport 2	Industrial	-	1,238	4,644	79	1,238	4,724	5,962	989	2000	2000
Riverport Business Park	Riverport 3	Industrial	-	1,269	4,514	2,168	1,269	6,682	7,951	2,115	2001	2001

MASON, OHIO
Deerfield Crossing	Deerfield Crossing Building 1	Office	-	1,493	12,285	687	1,493	12,972	14,465	2,992	1999	1999
Deerfield Crossing	Deerfield Crossing Building 2	Office	-	1,069	13,987	478	1,069	14,465	15,534	4,084	2001	2001
Governor's Pointe	Governor's Pointe 4770	Office	-	586	7,896	496	596	8,382	8,978	3,669	1986	1988
Governor's Pointe	Governor's Pointe 4705	Office	-	719	6,540	3,594	987	9,866	10,852	3,274	1988	1993
Governor's Pointe	Governor's Pointe 4605	Office	-	630	17,668	2,765	909	20,153	21,062	6,358	1990	1993
Governor's Pointe	Governor's Pointe 4660	Office	-	385	4,726	164	529	4,746	5,275	1,576	1997	1997
Governor's Pointe	Governor's Pointe 4680	Office	-	1,115	7,368	827	1,115	8,195	9,310	2,086	1998	1998
Governors Pointe Retail	Bigg's Supercenter	Retail	-	2,107	9,927	137	4,227	7,943	12,170	3,076	1996	1996
Governors Pointe Retail	Lowes	Retail	-	3,750	6,507	304	3,750	6,811	10,561	2,832	1997	1997

MAYFIELD HEIGHTS, OHIO
Landerbrook Corporate Center	Landerbrook Corp. Center One	Office	-	1,807	10,680	72	1,808	10,750	12,558	3,200	1997	1997
Landerbrook Corporate Center	Landerbrook Corp. Center Two	Office	-	1,382	9,793	2,279	1,382	12,071	13,453	3,749	1998	1998
Landerbrook Corporate Center	Landerbrook Corp. Center Three	Office	-	1,528	8,505	4,717	1,684	13,066	14,750	2,659	2000	2001

MCDONOUGH, GEORGIA
Liberty Distribution Center	120 Declaration Drive	Industrial	-	615	8,550	137	615	8,687	9,302	1,647	1997	1999
Liberty Distribution Center	250 Declaration Drive	Industrial	22,268	2,273	13,225	2,191	2,312	15,377	17,689	2,074	2001	2001

MENDOTA HEIGHTS, MINNESOTA
Enterprise Industrial Center	Enterprise Industrial Center	Industrial	1,367	864	5,039	550	864	5,589	6,453	1,320	1979	1997

MINNETONKA, MINNESOTA
10801 Red Circle Drive	10801 Red Circle Dr.	Office	-	527	2,459	701	527	3,160	3,687	739	1977	1997

MONROE, OHIO
Monroe Business Center	Monroe Business Center Bldg. 1	Industrial	-	660	5,435	354	660	5,789	6,449	1,361	1992	1999

MORRISVILLE, NORTH CAROLINA
Perimeter Park	507 Airport Blvd	Industrial	-	1,327	8,373	1,165	1,351	9,515	10,866	2,063	1993	1999
Perimeter Park	5151 McCrimmon Pkwy	Office	-	1,318	7,832	983	1,342	8,791	10,133	1,604	1995	1999
Perimeter Park	2600 Perimeter Park Dr	Industrial	-	975	5,392	384	991	5,760	6,751	1,213	1997	1999
Perimeter Park	5150 McCrimmon Pkwy	Industrial	-	1,739	12,249	647	1,773	12,862	14,635	2,413	1998	1999
Perimeter Park	2400 Perimeter Park Dr.	Office	-	760	5,775	1,160	778	6,917	7,695	1,439	1999	1999
Perimeter Park	3000 Perimeter Park Dr (Met 1)	Industrial	638	482	2,891	1,136	491	4,018	4,509	835	1989	1999
Perimeter Park	2900 Perimeter Park Dr (Met 2)	Industrial	502	235	1,991	1,128	264	3,090	3,354	581	1990	1999
Perimeter Park	2800 Perimeter Park Dr (Met 3)	Industrial	881	777	4,825	593	811	5,385	6,196	1,035	1992	1999
Perimeter Park	1100 Perimeter Park Drive	Industrial	-	777	5,948	799	794	6,730	7,525	1,374	1990	1999
Perimeter Park	1400 Perimeter Park Drive	Office	-	666	4,561	1,214	900	5,541	6,441	1,242	1991	1999
Perimeter Park	1500 Perimeter Park Drive	Office	-	1,148	10,302	395	1,177	10,669	11,846	2,058	1996	1999
Perimeter Park	1600 Perimeter Park Drive	Office	-	1,463	10,021	2,021	1,513	11,992	13,505	2,392	1994	1999
Perimeter Park	1800 Perimeter Park Drive	Office	-	907	5,678	901	993	6,493	7,486	1,316	1994	1999
Perimeter Park	2000 Perimeter Park Drive	Office	-	788	5,807	891	842	6,644	7,485	1,701	1997	1999

DUKE REALTY LIMITED PARTNERSHIP

Schedule 3

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired
Perimeter Park	1700 Perimeter Center West	Office	-	1,230	10,765	2,779	1,260	13,514	14,774	2,473	1997	1999
Perimeter Park	3900 N. Paramount Parkway	Office	-	540	13,269	256	574	13,491	14,065	2,549	1998	1999
Perimeter Park	3900 S.Paramount Pkwy	Office	-	1,575	12,212	1,486	1,612	13,661	15,273	3,409	2000	1999
Perimeter Park	5200 East Paramount	Office	-	1,748	17,388	1,011	1,797	18,349	20,146	4,943	1999	1999
Perimeter Park	3500 Paramount Pkwy	Office	-	755	12,948	137	755	13,085	13,840	3,704	1999	2000
Perimeter Park	2700 Perimeter Park	Industrial	-	662	3,209	1,685	662	4,894	5,556	1,184	2001	2001
Perimeter Park	5200 West Paramount	Office	-	1,831	13,288	1,007	1,831	14,295	16,126	2,421	2000	2001
Perimeter Park	2450 Perimeter Park	Office	-	669	4,003	25	669	4,028	4,697	1,479	2001	2001
Perimeter Park	3800 Paramount Parkway	Office	-	2,657	7,329	-	2,657	7,328	9,985	52	2006	2006
Perimeter Park	Lenovo BTS I	Office	-	1,439	16,961	-	1,439	16,961	18,400	-	2006	2006
Woodlake Center	100 Innovation Avenue (Woodlk)	Industrial	-	633	4,003	282	633	4,285	4,918	999	1994	1999
Woodlake Center	101 Innovation Ave(Woodlk III)	Industrial	-	615	4,095	135	615	4,230	4,845	837	1997	1999
Woodlake Center	200 Innovation Drive	Industrial	-	357	4,494	28	357	4,522	4,879	1,074	1999	1999
Woodlake Center	501 Innovation Ave.	Industrial	-	640	5,632	158	640	5,790	6,430	985	1999	1999
Woodlake Center	1000 Innovation (Woodlk 6)	Industrial	-	514	2,927	59	514	2,987	3,501	360	1996	2002
Woodlake Center	1200 Innovation (Woodlk 7)	Industrial	-	740	5,936	59	740	5,995	6,735	1,529	1996	2002
Woodlake Center	Woodlake VIII	Industrial	-	908	1,517	339	908	1,856	2,764	313	2003	2003

NAPERVILLE, ILLINOIS
Meridian Business Campus	1835 Jefferson	Industrial	-	3,180	7,959	1	3,180	7,960	11,140	677	2003	2003

NASHVILLE, TENNESSEE
Airpark East	Airpark East-800 Commerce Dr.	Industrial	-	1,564	3,341	699	1,564	4,040	5,604	836	2001	2002
Haywood Oaks	Haywood Oaks Building 8	Industrial	-	617	3,514	230	751	3,610	4,360	1,467	1997	1997
Lakeview Place	Three Lakeview	Office	-	2,126	13,055	2,121	2,126	15,176	17,302	3,773	1999	1999
Lakeview Place	One Lakeview Place	Office	-	2,046	11,486	1,361	2,123	12,770	14,893	2,995	1986	1998
Lakeview Place	Two Lakeview Place	Office	-	2,046	11,856	1,871	2,046	13,727	15,773	2,893	1988	1998
Riverview Business Center	Riverview Office Building	Office	-	847	6,133	1,254	847	7,387	8,234	1,626	1983	1999
Nashville Business Center	Nashville Business Center I	Industrial	-	936	6,033	110	936	6,143	7,079	1,226	1997	1999
Nashville Business Center	Nashville Business Center II	Industrial	-	5,659	10,206	-	5,659	10,206	15,866	510	2005	2005
Not Applicable	Powertel Pk Lot at Grassmere	Grounds	-	1,050	-	39	1,089	-	1,089	204	2003	2003

NEW ALBANY, OHIO
New Albany	6525 West Campus Oval	Office	-	842	3,608	2,224	881	5,793	6,674	812	1993	1999

NILES, ILLINOIS
Niles Distribution Center	Niles Distribution Center	Industrial	-	4,920	3,669	8	4,920	3,677	8,597	306	1950	2004

NORCROSS, GEORGIA
Gwinnett Park	4436 Park Drive	Industrial	-	18	1,536	36	26	1,563	1,590	377	1968	1999
Gwinnett Park	1835 Shackleford Court	Office	-	29	6,150	1,009	29	7,159	7,188	1,532	1990	1999
Gwinnett Park	1854 Shackelford Court	Office	-	52	9,842	1,322	52	11,165	11,216	2,216	1985	1999
Gwinnett Park	4275 Shackleford Road	Office	-	8	2,101	545	12	2,643	2,655	642	1985	1999

NORTHLAKE, ILLINOIS
Northlake 1 Park	Northlake I	Industrial	-	5,721	10,859	-	5,721	10,859	16,580	1,644	2002	2002
Northlake Distribution Park	Northlake III - Grand Whse.	Industrial	-	5,382	5,708	-	5,382	5,708	11,090	51	2006	2006

NORTH OLMSTED, OHIO
Great Northern Corporate Ctr.	Great Northern Corp Center I	Office	-	1,048	6,913	1,465	1,040	8,387	9,426	2,308	1985	1996
Great Northern Corporate Ctr.	Great Northern Corp Center II	Office	-	1,048	7,149	1,337	1,048	8,486	9,534	2,416	1987	1996
Great Northern Corporate Ctr.	Great Northern Corp Center III	Office	-	604	5,660	430	604	6,091	6,694	1,804	1999	1999

OAK BROOK, ILLINOIS
2000 York Road	2000 York Road	Office	10,959	2,625	15,831	-	2,625	15,831	18,456	3,320	1960	2005

DUKE REALTY LIMITED PARTNERSHIP

Schedule 3

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

							Cost Capitalized
							Subsequent to
			Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name		Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired
OLIVETTE, MISSOURI
Warson Commerce Center	Warson Commerce Center		Industrial	-	749	5,267	826	749	6,093	6,842	1,401	1987	1998

ORLANDO, FLORIDA
Liberty Park at Southcenter	outhcenter I–Brede/Allied BTS	S	Industrial	-	3,094	3,867	-	3,094	3,867	6,961	684	2002	2002
Parksouth Distribution Center	Parksouth Dist. Ctr–Bldg B		Industrial	-	565	4,893	431	570	5,319	5,889	1,078	1996	1999
Parksouth Distribution Center	Parksouth Dist. Ctr–Bldg A		Industrial	-	493	4,545	222	498	4,762	5,260	915	1997	1999
Parksouth Distribution Center	Parksouth Dist. Ctr–Bldg D		Industrial	-	593	4,131	72	597	4,199	4,796	802	1998	1999
Parksouth Distribution Center	Parksouth Dist. Ctr–Bldg E		Industrial	-	649	4,549	344	653	4,889	5,542	947	1997	1999
Parksouth Distribution Center	Parksouth Dist. Ctr–Bldg F		Industrial	-	1,030	5,232	1,089	1,035	6,317	7,351	1,406	1999	1999
Parksouth Distribution Center	Parksouth Dist. Ctr–Bldg H		Industrial	-	725	3,833	37	730	3,865	4,595	859	2000	2000
Parksouth Distribution Center	Chase BTS–Orlando		Industrial	-	598	2,032	1,274	674	3,229	3,904	421	2000	2001
Parksouth Distribution Center	Parksouth–Benjamin Moore BTS		Industrial	-	708	2,070	9	1,115	1,673	2,787	271	2003	2003
Crossroads Business Park	Crossroads Business Center VII		Industrial	-	2,803	5,891	-	2,803	5,891	8,694	109	2006	2006

PARK RIDGE, ILLINOIS
O'Hare Corporate Centre	O'Hare Corporate Centre		Office	-	1,476	8,819	632	1,476	9,451	10,926	935	1985	2003

PEPPER PIKE, OHIO
Corporate Circle	Corporate Circle		Office	-	1,696	11,262	3,133	1,698	14,393	16,090	3,948	1983	1996

PLAINFIELD, INDIANA
Plainfield Business Park	Plainfield Building 1		Industrial	16,372	1,104	11,151	415	1,104	11,567	12,671	2,012	2000	2000
Plainfield Business Park	Plainfield Building 2		Industrial	17,230	1,387	9,437	2,475	2,492	10,807	13,299	2,073	2000	2000
Plainfield Business Park	Plainfield Building 3		Industrial	17,368	2,016	9,238	2,250	2,016	11,488	13,504	998	2002	2002
Plainfield Business Park	Plainfield Building 5		Industrial	13,077	2,726	7,284	140	2,726	7,424	10,150	710	2004	2004
Plainfield Business Park	Plainfield Building 8		Industrial	20,556	4,527	11,928	-	4,527	11,928	16,456	209	2006	2006

PLANO, TEXAS
5556 & 5560 Tennyson Parkway	5560 Tennyson Parkway		Office	-	1,527	5,831	724	1,527	6,555	8,082	1,419	1997	1999
5556 & 5560 Tennyson Parkway	5556 Tennyson Parkway		Office	-	1,181	11,154	206	1,181	11,359	12,540	2,714	1999	1999

PLYMOUTH, MINNESOTA
Medicine Lake Indust Ctr	Medicine Lake Indus. Center		Industrial	2,354	1,145	6,512	861	1,145	7,373	8,518	2,087	1970	1997

PORT WENTWORTH, GEORGIA
Grange Road	318 Grange Road		Industrial	3,051	957	4,816	-	957	4,817	5,774	183	2001	2006
Grange Road	246 Grange Road		Industrial	6,382	1,191	8,294	-	1,191	8,293	9,485	246	2006	2006
Crossroads (Savannah)	100 Ocean Link Way–Godley Rd		Industrial	11,423	2,306	13,389	-	2,306	13,389	15,695	192	2006	2006

RALEIGH, NORTH CAROLINA
Brook Forest	Brook Forest I		Office	-	1,242	5,948	541	1,242	6,489	7,731	1,798	2000	2000
Centerview	Centerview 5540		Office	-	773	6,306	1,408	773	7,714	8,487	882	1986	2003
Centerview	Centerview 5565		Office	-	513	4,831	613	513	5,444	5,957	533	1999	2003
Centerview	Centerview 5580		Office	-	768	5,675	324	768	6,000	6,767	538	1987	2003
Crabtree Overlook	Crabtree Overlook		Office	-	2,164	21,050	135	2,164	21,185	23,349	5,012	2000	2001
Interchange Plaza	801 Jones Franklin Rd		Office	-	1,351	7,766	764	1,351	8,530	9,881	1,712	1995	1999
Interchange Plaza	5520 Capital Ctr Dr (Intrch I)		Office	-	842	4,395	530	842	4,926	5,767	1,217	1993	1999
Walnut Creek	Walnut Creek Business Park #1		Industrial	-	419	3,100	532	419	3,631	4,050	1,122	2001	2001
Walnut Creek	Walnut Creek Business Park #2		Industrial	-	456	3,774	256	456	4,030	4,486	923	2001	2001
Walnut Creek	Walnut Creek Business Park #3		Industrial	-	679	4,169	1,210	679	5,380	6,059	932	2001	2001
Walnut Creek	Walnut Creek IV		Industrial	-	2,038	2,977	418	2,038	3,395	5,433	613	2004	2004

RINCON, GEORGIA
RINCON	400 Ft. Howard Road		Industrial	-	5,299	10,119	-	5,299	10,119	15,418	-	2002	2006

ROMEOVILLE, ILLINOIS
Crossroads Business Park	Chapco Carton Company		Industrial	-	917	5,217	49	917	5,266	6,183	660	1999	2002
Park 55	Park 55 Bldg. 1		Industrial	-	6,433	8,997	917	6,433	9,913	16,346	973	2004	2004

DUKE REALTY LIMITED PARTNERSHIP

Schedule 3

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired
Office Development	GSA BTS	Office	-	5,625	7,711	-	5,625	7,710	13,335	-	2006	2006
O'Hare International Ctr	O'Hare International Ctr I	Office	-	7,700	33,354	-	7,700	33,353	41,054	3,765	1984	2005
O'Hare International Ctr	O'Hare International Ctr II	Office	-	8,103	31,999	-	8,103	31,999	40,102	3,188	1987	2005
Riverway	Riverway East	Office	-	13,664	34,570	-	13,664	34,569	48,233	4,238	1987	2005
Riverway	Riverway West	Office	-	3,294	39,676	-	3,294	39,676	42,971	3,154	1989	2005
Riverway	Riverway Central	Office	-	4,229	68,293	-	4,229	68,293	72,522	5,125	1989	2005
Riverway	Riverway Retail	Retail	-	189	-	-	189	-	189	45	1987	2005

SAVANNAH, GEORGIA
Gulfstream Road	198 Gulfstream	Industrial	6,296	549	4,255	-	549	4,255	4,804	157	1997	2006
Gulfstream Road	194 Gulfstream	Industrial	1,114	412	2,816	-	412	2,817	3,229	105	1998	2006
Gulfstream Road	190 Gulfstream	Industrial	2,415	689	4,916	-	689	4,916	5,606	180	1999	2006
Grange Road	250 Grange Road	Industrial	4,975	928	8,648	-	928	8,647	9,575	279	2002	2006
Grange Road	248 Grange Road	Industrial	2,119	664	3,496	-	664	3,496	4,160	118	2002	2006
SPA Park	80 Coleman Blvd.	Industrial	2,238	782	3,349	-	782	3,349	4,131	114	2002	2006
Crossroads (Savannah)	163 Portside Court	Industrial	21,469	8,433	8,366	-	8,433	8,367	16,800	468	2004	2006
Crossroads (Savannah)	151 Portside Court	Industrial	4,018	966	7,155	-	966	7,155	8,121	150	2003	2006
Crossroads (Savannah)	175 Portside Court	Industrial	14,319	4,300	15,696	-	4,300	15,695	19,995	609	2005	2006
Crossroads (Savannah)	150 Portside Court	Industrial	11,462	3,071	23,914	-	3,071	23,914	26,986	739	2001	2006
Crossroads (Savannah)	235 Jimmy Deloach Parkway	Industrial	4,144	1,074	8,442	-	1,074	8,441	9,515	237	2001	2006
Crossroads (Savannah)	239 Jimmy Deloach Parkway	Industrial	3,581	1,074	7,141	-	1,074	7,141	8,214	202	2001	2006
Crossroads (Savannah)	246 Jimmy Deloach Parkway	Industrial	3,878	992	5,383	-	992	5,383	6,375	152	2006	2006
Crossroads (Savannah)	276 Jimmy Deloach Parkway	Grounds	-	2,266	-	-	2,267	-	2,267	38	N/A	2006

SEVEN HILLS, OHIO
Rock Run Business Campus	Rock Run North	Office	-	837	5,462	665	960	6,004	6,964	1,767	1984	1996
Rock Run Business Campus	Rock Run Center	Office	-	1,046	6,924	720	1,169	7,521	8,690	2,289	1985	1996

SHARONVILLE, OHIO
Mosteller Distribution Center	Mosteller Distribution Ctr. I	Industrial	-	1,275	6,193	3,433	1,275	9,626	10,901	2,953	1957	1996
Mosteller Distribution Center	Mosteller Distribution Ctr. II	Industrial	-	828	4,744	1,324	828	6,068	6,896	2,118	1997	1997

ST. LOUIS PARK, MINNESOTA
The West End	1600 Tower	Office	-	2,321	31,239	4,608	2,321	35,848	38,168	8,850	2000	2000
The West End	MoneyGram Tower	Office	-	3,039	35,636	3,613	3,091	39,197	42,288	7,582	1987	1999
The West End	Novartis Warehouse	Industrial	-	2,005	10,948	459	2,005	11,407	13,411	7,652	1960	1998
Minneapolis-West	5219 Building (Redeveloped)	Office	-	102	19	-	102	19	121	19	1965	1998
Minneapolis-West	North Plaza (Redeveloped)	Office	-	347	24	-	347	24	371	67	1966	1998
Minneapolis-West	South Plaza (Redeveloped)	Office	-	397	76	-	397	76	473	76	1966	1998
Minneapolis	Chilies Ground Lease	Grounds	-	921	-	69	990	-	990	4	N/A	1998
Minneapolis	Olive Garden Ground Lease	Grounds	-	921	-	-	921	-	921	-	N/A	1998

ST. LOUIS, MISSOURI
Craig Park Center	Craig Park Center	Industrial	-	254	2,260	467	254	2,727	2,981	677	1984	1998
Hawthorn Office	Hawthorn Office#1 (Savvis)	Office	-	2,600	15,239	241	2,600	15,480	18,080	2,099	1997	2002
Lakeside Crossing	Lakeside Crossing Buliding I	Industrial	-	574	2,272	637	574	2,909	3,483	592	2001	2002
Lakeside Crossing	Lakeside Crossing Building II	Industrial	-	1,118	2,227	-	1,118	2,228	3,345	772	2002	2002
Lakeside Crossing	Lakeside Crossing Building III	Industrial	-	1,851	4,881	651	1,851	5,532	7,383	1,092	2001	2002
Lakeside Crossing	Lakeside Crossing V	Office	-	883	1,928	-	883	1,928	2,811	557	2003	2003
Lakeside Crossing	Lakeside Crossing Building VI	Industrial	-	1,074	2,125	2,348	1,507	4,040	5,547	694	2002	2002
Laumeier Office Park	Laumeier I	Office	-	1,384	9,936	1,983	1,384	11,920	13,303	4,417	1987	1995
Laumeier Office Park	Laumeier II	Office	-	1,421	9,990	1,486	1,421	11,476	12,897	3,896	1988	1995
Laumeier Office Park	Laumeier IV	Office	-	1,029	6,963	1,089	1,029	8,052	9,081	2,006	1987	1998
Maryville Center	500–510 Maryville Centre	Office	-	3,402	24,768	3,887	3,402	28,655	32,057	6,704	1984	1997
Maryville Center	530 Maryville Centre	Office	5,631	2,219	15,292	2,166	2,219	17,458	19,677	4,372	1990	1997
Maryville Center	550 Maryville Centre	Office	-	1,996	12,532	2,074	1,996	14,607	16,602	3,093	1988	1997
Maryville Center	635–645 Maryville Centre	Office	-	3,048	18,193	1,694	3,048	19,887	22,935	4,725	1987	1997
Maryville Center	655 Maryville Centre	Office	-	1,860	13,258	1,925	1,860	15,183	17,043	3,323	1994	1997
Maryville Center	540 Maryville Centre	Office	-	2,219	14,746	1,371	2,219	16,117	18,336	4,177	1990	1997

DUKE REALTY LIMITED PARTNERSHIP

Schedule 3

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development	Gross Book Value 12/31/06			Accumulated	Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total	Depreciation (1)	Constructed	Acquired
Maryville Center	520 Maryville Centre	Office	-	2,404	14,521	1,037	2,404	15,557	17,962	3,197	1998	1999
Maryville Center	700 Maryville Centre	Office	-	4,556	28,599	360	4,556	28,960	33,515	6,700	1999	2000
Maryville Center	533 Maryville Centre	Office	-	3,230	17,921	275	3,230	18,196	21,426	3,821	2000	2000
Maryville Center	555 Maryville Centre	Office	-	3,226	15,799	1,648	3,226	17,447	20,672	3,271	2000	2001
Maryville Center	625 Maryville Centre	Office	3,193	2,509	11,229	262	2,509	11,490	13,999	1,935	1996	2002
St. Louis Business Center	St. Louis Business Center A	Industrial	-	194	1,768	508	194	2,276	2,470	654	1987	1998
St. Louis Business Center	St. Louis Business Center B	Industrial	-	250	2,114	1,151	250	3,265	3,515	755	1986	1998
St. Louis Business Center	St. Louis Business Center C	Industrial	-	166	1,271	406	166	1,677	1,842	348	1986	1998
St. Louis Business Center	St. Louis Business Center D	Industrial	-	168	1,454	314	168	1,768	1,936	375	1987	1998
Southridge	Southridge Business Center	Industrial	-	1,158	4,234	1,751	1,158	5,984	7,142	907	2002	2002
West Port Place	Westport Center I	Industrial	-	1,707	5,329	886	1,707	6,216	7,923	1,625	1998	1998
West Port Place	Westport Center II	Industrial	-	914	1,999	257	914	2,257	3,170	654	1998	1998
West Port Place	Westport Center III	Industrial	-	1,206	2,650	524	1,206	3,174	4,381	795	1998	1999
West Port Place	Westport Center IV	Industrial	-	1,440	4,860	58	1,440	4,918	6,358	990	2000	2000
West Port Place	Westport Center V	Industrial	-	493	1,591	23	493	1,614	2,107	566	1999	2000
West Port Place	Westport Place	Office	-	1,990	6,340	2,068	1,990	8,408	10,398	1,871	1999	2000
Westmark	Westmark	Office	-	1,497	10,423	2,181	1,684	12,417	14,101	4,171	1987	1995
Westview Place	Westview Place	Office	-	669	8,799	2,494	669	11,292	11,961	3,675	1988	1995
Woodsmill Commons	Woodsmill Commons II (400)	Office	-	1,718	7,896	5	1,718	7,902	9,620	855	1985	2003
Woodsmill Commons	Woodsmill Commons I (424)	Office	-	1,836	7,783	147	1,836	7,930	9,767	902	1985	2003

ST. PETERS, MISSOURI
Horizon Business Ctr	Horizon Business Center	Industrial	-	344	2,475	276	344	2,751	3,095	650	1985	1998

STERLING, VIRGINIA
TransDulles Centre	22800 Davis Drive	Office	-	2,550	7,755	-	2,550	7,755	10,305	-	1989	2006

SUNRISE, FLORIDA
Sawgrass	Sawgrass – Building B	Office	-	1,211	6,424	1,242	1,211	7,666	8,877	1,973	1999	2000
Sawgrass	Sawgrass – Building A	Office	-	1,147	4,530	37	1,147	4,568	5,715	963	2000	2001
Sawgrass	Sawgrass Pointe	Office	-	3,484	21,827	5,043	3,484	26,870	30,354	4,195	2001	2002

TAMPA, FLORIDA
Fairfield Distribution Center	Fairfield Distribution Ctr I	Industrial	-	483	2,658	94	487	2,748	3,235	536	1998	1999
Fairfield Distribution Center	Fairfield Distribution Ctr II	Industrial	-	530	4,901	69	534	4,966	5,500	933	1998	1999
Fairfield Distribution Center	Fairfield Distribution Ctr III	Industrial	-	334	2,771	98	338	2,865	3,203	533	1999	1999
Fairfield Distribution Center	Fairfield Distribution Ctr IV	Industrial	-	600	1,958	1,007	604	2,961	3,565	627	1999	1999
Fairfield Distribution Center	Fairfield Distribution Ctr V	Industrial	-	488	3,538	108	488	3,646	4,134	1,071	2000	2000
Fairfield Distribution Center	Fairfield Distribution Ctr VI	Industrial	-	555	4,517	487	555	5,004	5,559	1,017	2001	2001
Fairfield Distribution Center	Fairfield Distribution Ctr VII	Industrial	-	394	3,906	779	394	4,685	5,079	1,749	2001	2001
Fairfield Distribution Center	Fairfield VIII	Industrial	-	1,082	3,326	1	1,082	3,327	4,409	653	2004	2004
Eagle Creek Business Center	Eagle Creek Business Ctr. I	Industrial	-	3,705	3,187	703	3,705	3,889	7,594	77	2006	2006
Highland Oaks	Highland Oaks I	Office	-	1,525	13,488	789	1,525	14,277	15,802	3,338	1999	1999
Highland Oaks	Highland Oaks II	Office	-	1,605	11,354	2,936	1,605	14,290	15,895	3,185	1999	2000

WEST CHESTER, OHIO
Centre Pointe Office Park	Centre Pointe I	Office	-	2,501	9,574	300	2,501	9,873	12,374	1,459	2000	2004
Centre Pointe Office Park	Centre Pointe II	Office	-	2,056	10,063	52	2,056	10,115	12,171	1,458	2001	2004
Centre Pointe Office Park	Centre Pointe III	Office	-	2,048	10,309	432	2,048	10,740	12,788	1,600	2002	2004
Centre Pointe Office Park	Centre Pointe IV	Office	-	2,013	9,017	-	2,932	8,098	11,030	421	2005	2005
World Park at Union Centre	World Park at Union Centre 10	Industrial	-	2,150	7,885	-	2,151	7,884	10,034	217	2006	2006
World Park at Union Centre	World Park at Union Centre 11	Industrial	-	2,592	6,936	14	2,592	6,949	9,541	871	2004	2004

WESTERVILLE, OHIO
Westerville	Liebert	Office	-	755	3,144	909	755	4,053	4,808	752	1999	1999

WESTMONT, ILLINOIS
Oakmont Corporate Center	Oakmont Tech Center	Office	-	1,501	8,590	2,414	1,703	10,801	12,505	2,208	1989	1998
Oakmont Corporate Center	Oakmont Circle Office	Office	-	3,177	13,874	2,063	3,521	15,593	19,114	3,497	1990	1998

DUKE REALTY LIMITED PARTNERSHIP

Schedule 3

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2006

(in thousands)

						Cost Capitalized
						Subsequent to
		Building		Initial Cost		Development		Gross Book Value 12/31/06						Accumulated		Year	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition		Land/Land Imp		Bldgs/TI		Total		Depreciation (1)		Constructed	Acquired
WESTON, FLORIDA
Weston Pointe	Weston Pointe I	Office	-	2,580	10,020	624		2,580		10,644		13,224		1,117		1999	2003
Weston Pointe	Weston Pointe II	Office	-	2,183	10,791	13		2,183		10,804		12,987		1,234		2000	2003
Weston Pointe	Weston Pointe III	Office	-	2,183	11,531	698		2,183		12,228		14,411		1,161		2001	2003
Weston Pointe	Weston Pointe IV	Office	-	3,349	10,695	-		3,349		10,695		14,044		398		2006	2006

	Eliminations					(18,866	)	(174	)	(18,692	)	(18,866	)	(6,074	)
			662,501	860,656	4,331,817	390,715		876,462		4,706,726		5,583,188		900,898

(1) Depreciation of real estate is computed using the straight-line method over 40 years for buildings, 15 years for land improvements and shorter periods based on lease terms (generally 3 to 10 years) for tenant improvements.

		Real Estate Assets									Accumulated Depreciation
		2006			2005			2004			2006			2005			2004
Balance at beginning of year	$	4,831,506		$	5,377,094		$	5,094,168		$	754,742		$	788,900		$	677,357
Acquisitions		836,146			272,141			213,500			-			-			-
Construction costs and tenant improvements		540,442			321,786			291,850			-			-			-
Depreciation expense		-			-			-			199,148			200,102			185,091
Acquisition of minority interest		-			-			11,408			-			-			-
		6,208,094			5,971,021			5,610,926			953,890			989,002			862,448

Deductions during year:
Cost of real estate sold or contributed		(590,308	)		(1,081,447	)		(180,982	)		(18,660	)		(179,848	)		(20,878	)
Impairment Allowance		(266	)		(3,656	)		(180	)
Write-off of fully amortized assets		(34,332	)		(54,412	)		(52,670	)		(34,332	)		(54,412	)		(52,670	)
Balance at end of year	$	5,583,188		$	4,831,506		$	5,377,094		$	900,898		$	754,742		$	788,900

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DUKE REALTY LIMITED PARTNERSHIP


March 12, 2007	By:		/s/ Dennis D. Oklak
		Dennis D. Oklak
			Chairman and Chief Executive
			Officer of the General Partner

	By:		/s/ Matthew A. Cohoat
			Matthew A. Cohoat
			Executive Vice President and
			Chief Financial Officer of the General Partner
			(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Date	Title


/s/ Barrington H. Branch*	2/25/07	Director of the General Partner
Barrington H. Branch

/s/ Geoffrey Button *	2/22/07	Director of the General Partner
Geoffrey Button

/s/ William Cavanaugh, III*	2/23/07	Director of the General Partner
William Cavanaugh, III

/s/ Ngaire E. Cuneo *	2/22/07	Director of the General Partner
Ngaire E. Cuneo

/s/ Charles R. Eitel*	2/23/07	Director of the General Partner
Charles R. Eitel

/s/ Dr. R. Glenn Hubbard*	2/21/07	Director of the General Partner
Dr. R. Glenn Hubbard

/s/ Dr. Martin C. Jischke*	2/22/07	Director of the General Partner
Dr. Martin C. Jischke

/s/ L. Ben Lytle *	2/22/07	Director of the General Partner
L. Ben Lytle

/s/ William O. McCoy *	2/22/07	Director of the General Partner
William O. McCoy

/s/ Jack R. Shaw *	2/22/07	Director of the General Partner
Jack R. Shaw

/s/ Robert J. Woodward *	2/22/07	Director of the General Partner
Robert J. Woodward

* By Dennis D. Oklak, Attorney-in-Fact

/s/ Dennis D. Oklak

Exhibit 3.1(i)

	APPROVED
	AND
	FILED ID. SECRETARY OF STATE

CERTIFICATE OF INDIANA LIMITED PARTNERSHIP
OF
DUKE REALTY LIMITED PARTNERSHIP

Pursuant to the provisions of the Indiana Revised Uniform Limited Partnership Act, I.C. 23-16 et seq., the undersigned general partner hereby forms the limited partnership named below:

1. The name of the limited partnership is: Duke Realty Limited Partnership.

2. The address of the office at which the records required by IC 23-16-2-3(a) are to be kept is: 8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240

3. The name and business address of its registered agent is:

Darell E. Zink, Jr.

8888 Keystone Crossing, Suite 1200

Indianapolis, Indiana 46240

4. The name and business address of the sole general partner is:

Duke Realty Investments, Inc.

8888 Keystone Crossing, Suite 1200

Indianapolis, Indiana 46240

5. The lastest date upon which the limited partnership is to dissolve is December 31, 2043, subject to extension in certain circumstances to December 31, 2068.

6. This certificate is effective on the filing date.

Executed by the sole General Partner of the limited partnership this 17th day of September, 1993.

		DUKE REALTY INVESTMENTS, INC.

		By:	/s/ John W. Wynne
			John W. Wynne
			Chairman of the Board

— EXHIBIT E —

Exhibit 3.2(i)

SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

DUKE-WEEKS REALTY LIMITED PARTNERSHIP

Dated as of July 2, 1999

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
DUKE-WEEKS REALTY LIMITED PARTNERSHIP

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

ARTICLE I

GENERAL PROVISIONS

Section 1.01. Name. The name of the Partnership prior to the date of this Agreement was Duke Realty Limited Partnership. From and after the date of this Agreement, the name of the Partnership is Duke-Weeks Realty Limited Partnership.

Section 1.02. Place of Business. The specified office of the Partnership shall be 8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240, or such location as may be selected from time to time by the General Partner.

Section 1.03. Continuation and Term. The Partners agree that (i) the Persons listed in Exhibit B are hereby admitted to the Partnership as Limited Partners, with the result that, at the date of this Agreement, the Limited Partners are the Persons listed in Exhibit A (other than the General Partner) and (ii) the Amended and Restated Agreement of Limited Partnership dated October 4, 1993 (the “Prior Partnership Agreement”) that previously evidenced the Partnership is hereby amended and restated in its entirety, subject to the terms provided herein, and the Partnership is continued without interruption under and pursuant to the terms and provisions of the Act; provided however, this Second Amended and Restated Agreement of Limited Partnership shall become effective only upon the effective time of the Merger (as hereinafter defined). If such effective time of the Merger does not occur, this Agreement shall have no effect and the Partnership will continue pursuant to the terms and conditions set forth in the Prior Partnership Agreement. The term of the Partnership shall extend until December 31, 2099, subject to extension as provided in Section 6.05, unless sooner terminated as hereinafter provided.

Section 1.04. Definitions. The following terms have the following meanings herein:

“Act” means the Indiana Revised Uniform Limited Partnership Act, as now or hereafter amended.

“Additional Limited Partner” means a Person admitted to the Partnership as a Limited Partner pursuant to Sections 2.02 and 4.02, and who is shown as such on the books and records of the Partnership.

“Adjusted Capital Account” means, with respect to any Partner, such Partner’s Capital Account as of the end of the relevant fiscal year or other period, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to this Agreement or an Indemnity Agreement, deemed obligated to restore to the Partnership pursuant to Section 1.704-l(b)(2)(ii)(c) of the Treasury Regulations or deemed obligated to restore to the Partnership pursuant to Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations, and

(ii) Debit to such Capital Account the items described in Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

“Affiliate” means a Person who, with respect to another person, directly or indirectly controls, is controlled by or is under common control with such other Person.

“Aggregate Indemnity Amount” means with respect to the Indemnitor Partners, as a group, the aggregate amount of Indemnity Amounts, if any, of the Indemnitor Partners, as determined on the date in question.

“Aggregate Restoration Amount” means with respect to the Obligated Partners, as a group, the aggregate amount of the Restoration Amounts, if any, of the Obligated Partners, as determined on the date in question.

“Agreed Value” means (i) in the case of any property owned by the Partnership as of the date immediately prior to the Merger, the fair market value of such property; and (ii) in the case of any Contributed Property contributed pursuant to or subsequent to the Merger, the fair market value of such property or other consideration at the time of contribution, in each case as determined by the General Partner using such reasonable method of valuation as it may adopt, reduced in either case by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed.

“Assignee” means a Person who has acquired a direct beneficial interest in the Partnership but who has not become a Substituted Partner.

“Assignee of Record” means an Assignee whose beneficial interest in the Partnership has been recorded on the books of the Partnership and is the subject of a written assignment, the effective date of which has passed.

“ Assignment” means, for purposes of Article VII with regard to Units, any sale, assignment, transfer, pledge, encumbrance or other disposition of, or the granting of a security interest in, one or more Units, including without limitation a transfer in connection with a dissolution, merger, consolidation or similar action of a Partner or an Assignee, but does not include a redemption or acquisition of Units from a Limited Partner pursuant to Section 7.07. “Assign” means to effect an Assignment.

“Bankruptcy” means, with respect to a Person, the happening of any of the following:

(i) The entry by a court or governmental agency having jurisdiction in the premises of a decree or order for relief in respect of the Person in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person, or for any substantial part of such Person’s property or ordering the winding up or liquidation of such Person’s affairs, and such decree or order remaining unstayed and in effect for a period of sixty (60) consecutive days; or

(ii) The consent by the Person to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any substantial part of such Person’s property, or the filing of a pleading in any court of record admitting in writing the inability of the Person to pay his, her or its debts as they come due; or

(iii) The commencement by the Person of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law; or

(iv) The making by the Person of a general assignment for the benefit of creditors.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York or Indianapolis, Indiana are authorized or required by law to close.

“Capital Account” means, as to any Partner, a book account maintained in accordance with the following provisions:

To each Partner’s Capital Account there shall be credited:

(i) the Agreed Value of any property other than cash such Partner has contributed to the Partnership as a Capital Contribution;

(ii) the amount of cash such Partner has contributed to the Partnership (including any contribution pursuant to Section 4.01 and Section 2.05, and including any payments in satisfaction of Recourse Liabilities made by an Indemnitor Partner pursuant to an Indemnity Agreement);

(iii) the amount of Profits allocated to such Partner and any items in the nature of income or profits that are specifically allocated to such Partner pursuant to Section 4.06; and

(iv) the amount of any liabilities of the Partnership that are assumed by the Partner or are secured by any property distributed by the Partnership to such Partner determined in accordance with Treasury Regulations issued under Section 752 of the Code;

To each Partner’s Capital Account there shall be debited:

(i) the amount of cash and the gross fair market value of any Partnership asset distributed to such Partner with respect to the Partner’s Units pursuant to any provision of this Agreement,

(ii) the amount of Losses allocated to such Partner and any items in the nature of expenses or losses that are allocated to such Partner pursuant to Section 4.06; and

(iii) any reimbursement by the Partnership to an Indemnitor Partner pursuant to an Indemnity Agreement.

Each Partner’s Capital Account shall be further maintained and adjusted in accordance with the Code and Treasury Regulations thereunder, including any other adjustments to Capital Accounts provided in the Treasury Regulations issued under Section 704 of the Code, such as, but not limited to, increases or decreases to reflect a revaluation of Partnership property on the Partnership’s books in accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv)(f). The foregoing provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. Any questions with respect to a Partner’s Capital Account shall be resolved by the General Partner in its reasonable discretion, applying principles consistent with this Agreement. Generally, a transferee of a Partnership interest shall succeed to the Capital Account relating to the Partnership interest transferred or the corresponding portion thereof. The Capital Account of a Partner may, under certain circumstances, be an amount less than zero.

“Capital Contribution” means the total amount of cash and the Agreed Value of any Contributed Property contributed to the Partnership by a Partner.

“Code” means the Internal Revenue Code of 1986, as amended (or any corresponding provision of succeeding law). A reference to a section of the Code shall be deemed to include any amendatory or successor provision thereto.

“Code Section 705(a)(2)(B) Expenditures” mean expenditures described in Code Section 705(a)(2)(B) and any amounts treated as Code Section 705(a)(2)(B) expenditures under Treasury Regulations Section 1.704-1(b)(2)(iv)(i)(2).

“Common Units” means Units that are not Preferred Units.

“Contributed Property” means each property or other asset, in such form as may be permitted by the Act, but excluding cash, contributed by any Partner or deemed contributed by any Partner to the Partnership.

“Current Market Price” means for a REIT Share at any date, the average of the daily closing prices for thirty (30) consecutive Business Days commencing forty-five (45) Business Days before such date, where the closing price for each day is (A) the last reported sale price or, in case no such reported sale takes place on such day, the average of the last reported bid and asked prices, in either case on the principal national securities exchange registered under the Securities Exchange Act of 1934 on which the REIT Shares are admitted to trading or listed; or (B) if not listed or admitted to trading on any national securities exchange, the mean between the closing high bid and low asked quotations of the REIT Shares on the National Association of Securities Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted; or (C) if not so listed or admitted for trading on such exchange and if not so quoted, the mean between the high bid and low asked quotations for REIT Shares as reported by the National Quotation Bureau Incorporated or such other nationally recognized quotation service selected by the General Partner for that purpose (if said Bureau is not at the time furnishing quotations), if at least two securities dealers have inserted both bid and asked quotations for the REIT Shares on at least five (5) of the ten (10) trading days preceding such valuation date; or (D) if none of the conditions set forth in (A), (B), or (C) is met, unless the holder of the REIT Shares or Units and the General Partner otherwise agree, the fair market value of such REIT Shares as determined by a member firm of the New York Stock Exchange, Inc. mutually acceptable to such holder and the General Partner. Notwithstanding the foregoing, “Current Market Price” for purposes of determining any Redemption Amount being paid in cash to any Redeeming Partner who was a limited partner of Weeks Realty, L.P. immediately prior to the Merger on any date, shall mean the average of the closing prices for the ten (10) consecutive Business Days ending on such date.

“Depreciation” means for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such year or other period, except that if the Partnership asset is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such asset pursuant to Section 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, depreciation, amortization, or other cost recovery deductions shall be computed for book purposes with respect to such asset pursuant to Section 1.704-1(b)(2)(iv)(g) or 1.704-3(2) of the Treasury Regulations.

“Distributable Cash” means, with respect to any period for which such calculation is being made, the sum of:

(i) The Partnership’s Profit or Loss (as the case may be, with any Loss stated as a negative number) for such period;

(ii) Depreciation and all other noncash charges deducted in determining Profit or Loss for such period;

(iii) The amount of any reduction in reserves of the Partnership referred to in clause (xi) below (including, without limitation, reductions resulting because the General Partner determines such amounts are no longer necessary);

(iv) The excess of proceeds (net of transaction expenses) from the sale, exchange, disposition, or financing or refinancing of Partnership property for such period over any gain recognized from such sale, exchange, disposition, or financing or refinancing during such period (excluding Terminating Capital Transactions);

(v) Any expense or loss amount included in determining Profit or Loss for such period that was not disbursed by the Partnership during such period; and

(vi) All other cash received by the Partnership for such period that was not included in clauses (i) to (v) above with respect to such period;

less the sum of:

(vii) All principal debt payments made during such period by the Partnership;

(viii) Capital expenditures made by the Partnership during such period;

(ix) Investments in any entity (including loans made thereto) to the extent that such investments are not otherwise described in clauses (vii) or (viii);

(x) Any income or gain amount included in determining Profit or Loss for such period that was not received by the Partnership during such period;

(xi) The amount of any increase in reserves established during such period which the General Partner determines is necessary or appropriate in its sole and absolute discretion; and

(xii) All other expenditures and payments not deducted in determining Profit or Loss or included in clauses (vii) to (xi) with respect to such period.

Notwithstanding the foregoing, Distributable Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves established, after commencement of the dissolution and liquidation of the Partnership.

“Distribution” means any cash or property distributed to a Partner or Assignee arising from its interest in the Partnership.

“DSI” means Duke Services, Inc., an Indiana corporation.

“Duke Services” means Duke Realty Services Limited Partnership, an Indiana limited partnership.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“General Partner” means Duke-Weeks Realty Corporation, an Indiana corporation.

“Immediate Family” has the meaning given to such term in Rule 16a-l(e) under the Exchange Act.

“Incapacity” or “Incapacitated” means, (i) as to any individual Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating him incompetent to manage his Person or his estate; (ii) as to any corporation which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter, (iii) as to any partnership which is a Partner, the dissolution and commencement of winding up of the partnership; (iv) as to any estate which

is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership; (v) as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee); or (vi) as to any Partner, the Bankruptcy of such Partner.

“Indemnity Agreement” means an agreement between a Partner and the General Partner pursuant to which such Partner has agreed to indemnify the General Partner from and against payment of a portion of the Partnership’s Recourse Liabilities and which shifts the economic risk of loss, within the meaning of Section 1.752-2 of the Treasury Regulations, to one or more Partners. Each Partner who is a party to an Indemnity Agreement is listed on Exhibit N attached hereto as an “Indemnitor,” together with the Indemnity Amount of such Indemnitor.

“Indemnity Amount” means the maximum amount of Partnership Recourse Liabilities as to which an Indemnitor Partner (or a person related to an Indemnitor Partner within the meaning of Section 1.752-4(b) of the Treasury Regulations) has agreed to bear the economic risk of loss (within the meaning of Section 1.752-2 of the Treasury Regulations) through an Indemnity Agreement.

“Indemnitor Partners” means those Partners who are allocated the economic risk of loss as to a portion of the Partnership’s Recourse Liabilities through an Indemnity Agreement.

“Insolvent” means, with respect to a Person, a situation where (i) the Person is unable to pay its debts as they become due in the ordinary course of business, or (ii) the Person’s liabilities exceed the Person’s assets as determined under GAAP.

“IRS” means the Internal Revenue Service.

“Limited Partners” means (i) the Partners listed in Exhibit A hereto other than the General Partner, (ii) Additional Limited Partners and (iii) successors who have complied with the requirements of Article VII and who have been accepted as Substituted Partners pursuant to Section 7.04, in each case until all of the Units owned by any such Person are transferred under Article VII.

“Liquidation Preference Amount” means with respect to any Preferred Unit, the amount payable with respect to such Preferred Unit pursuant to the applicable Partnership Unit Designation upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, as the case may be, as determined under the applicable Partnership Unit Designation.

“Merger” means the merger between Weeks Realty, L.P., a Georgia limited partnership, with and into the Partnership pursuant to an agreement and plan of merger dated February 28, 1999; such merger being in connection with and in contemplation of a merger between Weeks Corporation, a Georgia corporation, with and into the General Partner.

“MWSB” means MWSB, Inc., a Delaware corporation.

“Nonrecourse Deductions” means the nonrecourse deductions as defined in Section 1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse Deductions for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain during such fiscal year reduced by any distributions during such fiscal year of proceeds of a Nonrecourse Liability that are allocable to an increase in Partnership Minimum Gain, determined according to the provisions of Sections 1.704-2(c) and 1.704-2(h) of the Treasury Regulations.

“Nonrecourse Liability” means a liability described in Section 1.704-2(b)(3) of the Treasury Regulations.

“Notice of Redemption” means the Notice of Redemption substantially in the form of Exhibit C to this Agreement.

“Obligated Partner(s)” means that or those Limited Partner(s) listed as Obligated Partner(s) on Exhibit L attached hereto and made a part hereof, as such Exhibit may be amended from time to time by the General Partner, whether by express amendment to this Partnership Agreement or by execution of a written instrument by and between any additional Obligated Partner(s) being directly affected thereby and the General Partner, acting on behalf of the Partnership and without the prior consent of the Limited Partners (whether or not such Limited Partners are Obligated Partners or Indemnitor Partners other than the Obligated Partner(s) being directly affected thereby). Any successor, Assignee, or transferee of the entire Partnership Interest of an Obligated Partner shall be considered an Obligated Partner; provided however, that (i) if an entity Obligated Partner makes a distribution of all or any portion of its Units, the General Partner shall, upon receipt of written notice from such Obligated Partner and such distributee(s) of Units, amend Exhibit L to add any such distributee(s) as an additional Obligated Partner in the manner set forth in such notice, and (ii) the General Partner shall not become an Obligated Partner with respect to any Units acquired from an Obligated Partner pursuant to Section 7.07 or otherwise.

“Obligated Partner-Controlled Partnership” means any of those certain general partnerships that, on August 24, 1994, had as its sole partners an Obligated Partner and a corporation wholly-owned by such Obligated Partner and that became a Limited Partner in Weeks Realty, L.P. at that date.

“Partner” means the General Partner or any Limited Partner.

“Partner Minimum Gain” means an amount with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Treasury Regulations.

“Partner Nonrecourse Debt” means a liability as defined in Section 1.704-2(b)(4) of the Treasury . Regulations.

“Partner Nonrecourse Deductions” means the partner nonrecourse deductions as defined in Section 1.704-2(i)(2) of the Treasury Regulations. The amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a fiscal year equals the net increase, if any, in the amount of Partner Minimum Gain during such fiscal year attributable to such Partner Nonrecourse Debt, reduced by any distributions during that fiscal year to the Partner that bears the economic risk of loss for such Partner Nonrecourse Debt to the extent that such distributions are from the proceeds of such Partner Nonrecourse Debt and are allocable to an increase in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined according to the provisions of Sections 1.704-2(h) and 1.704-2(i) of the Treasury Regulations.

“Partnership” means the partnership governed by this Agreement.

“Partnership Minimum Gain” means the aggregate gain, if any, that would be realized by the Partnership for purposes of computing Profits and Losses with respect to each Partnership asset if each Partnership asset subject to a Nonrecourse Liability were disposed of for the amount outstanding on the Nonrecourse Liability by the Partnership in a taxable transaction. Partnership Minimum Gain with respect to each Partnership asset shall be further determined in accordance with Section 1.704-2(d) of the Treasury Regulations and any subsequent rule or regulation governing the determination of minimum gain. A Partner’s share of Partnership Minimum Gain at the end of any Partnership year shall equal the aggregate Nonrecourse Deductions allocated to such Partner (or his predecessors in interest) up to that time, less such Partner’s (and predecessors’) aggregate share of decreases in Partnership Minimum Gain determined in accordance with Section 1.704-2(g) of the Treasury Regulations.

“Partnership Record Date” means the record date established by the General Partner for the distribution of Distributable Cash pursuant to Section 4.03 hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its shareholders of some or all of its portion of such distribution.

“Partnership Unit Designation” has the meaning set forth in Section 4.02.

“Percentage Share” means, with respect to each Partner, the product of 100% and a fraction, the numerator of which is equal to the number of Common Units owned by the Partner and the denominator of which is equal to the total number of outstanding Common Units.

“Permitted Transaction” means a merger by the General Partner with another entity, immediately after which substantially all of the assets of the surviving entity, other than Units held by the General Partner, are contributed to the Partnership as a Capital Contribution in exchange for Units with a fair market value equal to the net fair market value of the assets so contributed.

“Person” means an individual, firm, partnership, corporation, limited liability company, estate, trust, pension or profit-sharing plan or other entity.

“Preferred Units” means (i) the Units described in Exhibits D through J that are outstanding on the date of this Agreement and (ii) all other Units issued after the date of this Agreement pursuant to Section 4.02 that are designated as Preferred Units.

“Principal Owners” means Gary A. Burk, Michael Colette, Thomas L. Hefner, David R. Mennel, Daniel C. Station, John W. Wynne and Darell E. Zink, Jr.

“Profits” and “Losses” mean, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such fiscal year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(ii) Any Code Section 705(a)(2)(B) Expenditures not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;

(iii) In the event any asset of the Partnership is distributed to any Partner or sold by the Partnership, the difference on such date between (a) the gross fair market value and (b) either (1) the adjusted basis of the asset for federal income tax purposes, or (2) if the asset is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such asset pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), the gross fair market value on the date of the contribution of the asset to the Partnership or the gross fair market value of the asset on the date of the asset’s revaluation on the Partnership’s books, as the case may be (as determined by the General Partner) less Depreciation, shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period; and

(v) Notwithstanding any other provision of this definition, any items which are allocated pursuant to Section 4.06 hereof shall not be taken into account in computing Profits and Losses.

“Recourse Liabilities” means, as of the date of determination, the amount of indebtedness owed by the Partnership on that date other than Nonrecourse Liabilities and Partner Nonrecourse Debt.

“Redeeming Partner” has the meaning set forth in Section 7.07.

“Redemption Amount” means either (i) the REIT Shares Amount, or (ii) upon a determination by the General Partner in the reasonable exercise of its discretion that transfer of the REIT Shares Amount to the Redeeming Partner could cause the General Partner to fail to qualify as a REIT, an amount of cash equal to the REIT Shares Amount times the Current Market Price per REIT Share as of the date of receipt by the General Partner of the Notice of Redemption (or, if such date is not a Business Day, the first Business Day thereafter).

“Redemption Ratio” means the amount determined in accordance with Section 7.07(d).

“Redemption Right” has the meaning set forth in Section 7.07.

“REIT” means a real estate investment trust under Section 856 of the Code.

“REIT Merger” means the proposed merger between Weeks Corporation, a Georgia corporation, with and into Duke Realty Investments, Inc.

“REIT Share” means a share of common stock of the General Partner.

“REIT Shares Amount” means a number of REIT Shares equal to the product of the number of Units offered for redemption by a Redeeming Partner, multiplied by the Redemption Ratio; provided, that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, “ rights ”) and the General Partner can issue such, rights to Persons exercising the Redemption Right, then the REIT Shares Amount also includes such rights that a holder of that number of REIT Shares would be entitled to receive.

“Restoration Amount” means with respect to any Obligated Partner, the amount set forth opposite the name of such Obligated Partner on Exhibit L hereto and made a part hereof, as such Exhibit may be modified from time to time by an amendment to the Partnership Agreement or by execution of a written instrument by and between any additional Obligated Partner(s) being directly affected thereby and the General Partner, acting on behalf of the Partnership and without the prior written consent of the Limited Partners (whether or not such Limited Partners are Obligated Partners or Indemnitor Partners other than the Obligated Partner(s) being directly affected (thereby). If an entity Obligated Partner makes a distribution of all or any portion of its Units, and the General Partner receives a written notice from such Obligated Partner and any distributee(s) of Units to amend Exhibit L to add such distributee(s) as additional Obligated Partner(s), the Restoration Amount of such additional Obligated Partner(s) shall be increased by an amount equal to that amount set forth in such notice, and the Restoration Amount of the Obligated Partner making such distribution shall be reduced by such amount. Those Limited Partners who were limited partners of Weeks Realty, L.P. immediately prior to the Merger shall be given proportionate opportunities to increase any Restoration Amount which they have elected to restore upon liquidation of their interest in the Partnership (as more particularly provided in Section 2.05 hereof) on the same basis, if any, as is provided generally to Limited Partners.

“Special Partner Approval” means the approval of Partners holding more than ninety percent (90%) of the outstanding Common Units.

“Specified Redemption Date” means the tenth Business Day after receipt by the General Partner of a Notice of Redemption; provided that if the General Partner combines its outstanding REIT Shares into a smaller number of REIT Shares, no Specified Redemption Date shall occur between the record date and the effective date of such combination.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the fair market value of the outstanding equity interests is owned, directly or indirectly, by such Person.

“Substituted Partner” means an Assignee of Record, or other Person, who becomes a Partner pursuant to Article VII.

“Tax Matters Partner” means the General Partner, or any successor thereto appointed by the General Partner.

“Terminating Capital Transaction” means either the sale, exchange or other disposition of all or substantially all of the assets of the Partnership in a single transaction or a related series of transactions or a dissolution of the Partnership unless the Partnership is continued.

“Total Assets” means, as of the date of determination, all assets of the Partnership on that date, determined on a consolidated basis in conformity with GAAP.

“Total Liabilities” means, as of the date of determination, all liabilities of the Partnership on that date, determined on a consolidated basis in conformity with GAAP.

“Treasury Regulations” means the Income Tax Regulations promulgated under the Code as such Treasury Regulations may be amended from time to time (including Temporary Regulations). A reference to any Treasury Regulation shall be deemed to include any amendatory or successor provision thereto.

“Unaffiliated General Partner Directors” means the members of the General Partner’s board of directors who satisfy the definition of “Unaffiliated Directors” in the General Partner’s Articles of Incorporation, as now or hereafter amended.

“Unit” means a unit of partner interest in the Partnership (including Preferred and Common Units), representing a Capital Contribution and/or a right to receive a share of the Partnership’s Profits, Losses or Distributions, and in all cases the rights, powers and privileges appurtenant thereto in accordance with this Agreement.

Such terms shall be used either in the singular or plural and may be referred to in any gender as required by the context.

ARTICLE II

MEMBERS AND STATUS

Section 2.01. The Partners. The Partners of the Partnership shall consist of and be divided into a general partner and limited partners, with the General Partner as the sole general partner and the Limited Partners as the limited partners.

Section 2.02. Additional Partners. Except as provided in Sections 6.03 and 7.0l(c), no additional general partners shall be admitted. Subject to the limitations of Article VII, Persons who are issued Units by the Partnership, through purchase or otherwise, may be admitted as Additional Limited Partners from time to time by the General Partner subject to and as provided in this Agreement.

Section 2.03. Classification and Ownership of Units.

(a) Units consist of Common Units and Preferred Units. The Partnership may issue an unlimited number of Units. Units may be issued to, acquired and owned by Limited Partners or the General Partner.

(b) The General Partner may, in its sole discretion and without the consent of any other Partner, cause the Partnership to split the outstanding Units and issue to each Partner an additional whole number of Units, such that thereafter the Partner owns a number of Units equal to the number of Units previously owned by such Partner times a fraction which is greater than one.

(c) The General Partner shall cause the Partnership to issue one or more certificates in the names of the Partners owning Units to any Partner who requests such a certificate. Each such certificate shall be denominated in terms of the number of Units evidenced by such certificate. Each such certificate shall contain legends specifying restrictions on transfer imposed by this Agreement or by applicable law and noting the restrictions and agreements contained in Article VII. Upon the transfer, in accordance with Article VII, of a Unit evidenced by a certificate, the General Partner shall cause the Partnership to issue replacement certificates, in accordance with such procedures as the General Partner, in its sole and absolute discretion, may establish. Holders of Units which are not evidenced by certificates will be entitled to all the rights of ownership of such Units notwithstanding the fact that they are not evidenced by certificates.

(d) The Partnership shall issue a new certificate in place of any certificate previously issued if the record holder of such certificate:

(i) Makes proof by affidavit, in form and substance satisfactory to the General Partner, that such previously issued certificate has been lost, destroyed, or stolen;

(ii) Requests the issuance of a new certificate before the Partnership has notice that such previously issued certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

( iii) If requested by the General Partner, delivers to the Partnership a bond, in form and substance satisfactory to the General Partner, with such surety or sureties and with fixed or open penalty, as the General Partner may direct, to indemnify the Partnership against any claim that may be made on account of the alleged loss, destruction, or theft of such previously issued certificate; and

(iv) Satisfies any other reasonable requirements imposed by the General Partner.

When a previously issued certificate has been lost, destroyed, or stolen, and the Partner fails to notify the Partnership within a reasonable time after it has notice of such event, and a transfer of Units represented by the certificate is registered before the Partnership receives such notification, the Partner shall be precluded from making any claim against the Partnership with respect to such transfer or for a new certificate.

(e) The Partnership shall be entitled to treat each record holder as the Partner or Assignee of Record of any Units and, accordingly, shall not be required to recognize any equitable or other claim or interest in or with respect to such Units on the part of any other Person, regardless of whether the Partnership shall have actual or other notice thereof and regardless of whether such Person shall have possession of any certificate representing such Units, except as otherwise required by law.

Section 2.04. Liability of General Partner.

(a) Subject to the limitations expressed in this Section, the General Partner shall have unlimited liability for the repayment, satisfaction and discharge of the obligations of the Partnership to third parties dealing with the Partnership as prescribed by law, except for nonrecourse obligations of the Partnership. The General Partner is not liable to the Partnership and the Limited Partners (i) for return of the Capital Contribution or any portion thereof of any Limited Partner, (ii) on account of any disallowance or adjustment by a taxing authority of the allocation of taxable income, gain, losses, deductions or credits in

Partnership income tax returns, (iii) on account of any failure by the Partnership to achieve any forecasted financial return or (iv) for any action or omission to act not constituting willful misconduct or gross negligence.

(b) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the General Partner acted in good faith.

(c) The Limited Partners (and Assignees by acceptance of an Assignment) expressly acknowledge that the General Partner is acting on behalf of its shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners or Assignees (including, without limitation, the tax consequences to Limited Partners or Assignees) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners or Assignees in connection with such decisions, provided that the General Partner has not acted in bad faith. The General Partner shall be conclusively presumed not to have acted in bad faith if it reasonably believed that its actions were in the best interests of its shareholders.

(d) Subject to its obligations and duties as General Partner set forth in Section 3.03 hereof, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(e) Any amendment, modification or repeal of this Section 2.04, or any provision hereof, shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 2.04 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(f) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(g) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

(h) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder.

(i) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT, (ii) to protect the tax classification of the Partnership or any other partnership which is an Affiliate of the

Partnership as a partnership for tax purposes, or (iii) to avoid the General Partner incurring any taxes under Section 857 of the Code, Section 4981 of the Code or under principles announced in IRS Notice 88-19 is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(j) A holder of Units shall not be deemed solely by virtue thereof to be a shareholder of the General) Partner or to have any interest therein, other than the Redemption Right provided by Section 7.07.

(k) The rights and limitations of liability provided by this section to the General Partner shall extend to the directors, officers, employees and agents of the General Partner, provided , however , that nothing in this section shall be construed to create or imply any liability of any director, officer, employee or agent of the General Partner.

Section 2.05. Limitation Upon Liability of Limited Partners.

(a) The personal liability of each Limited Partner to the Partnership (except as provided in Sections 2.05(b) and 2.05(c)), to the other Partners, to the creditors of the Partnership or to any other third party for the losses, debts or liabilities of the Partnership shall be limited to (i) the amount of its Capital Contribution which has not theretofore been returned to it as a Distribution (including a Distribution upon liquidation), and (ii) the amount of any liability under I.C. 23-16-7-8 for any Capital Contribution returned to the Limited Partner.

(b) Except as provided in the next sentence, Section 2.05(c) or my Indemnity Agreement, no Partner shall be liable to the Partnership or to any other Partner for any deficit or negative balance which may exist in such Partner’s Capital Account. If any Obligated Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, allocations and adjustments to Capital Accounts for all periods including such Partner’s share of any unrealized gain or loss with respect to the Partnership’s assets) on the date of “liquidation” of such Obligated Partner’s respective interest in the Partnership (within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Treasury Regulations), such Obligated Partner shall contribute to the capital of the Partnership an amount equal to its respective deficit balance; such obligation to be satisfied by the end of the Partnership’s first taxable year in which either the Partnership is dissolved or liquidated or such Obligated Partner’s interest in the Partnership is liquidated. To the extent contributions are used to make payments to creditors of the Partnership, no Obligated Partner shall be subrogated to the rights of any such creditor against the General Partner, the Partnership, another Partner or any person related thereto, and each Obligated Partner irrevocably waives any right to reimbursement, contribution or similar right to which such Obligated Partner might otherwise be entitled as a result of the performance of its obligations under this Agreement.

(c) Except as otherwise agreed to in writing by the General Partner and an Obligated Partner prior to the time of admission of such Obligated Partner to the Partnership, notwithstanding any other provision of this Agreement other than Section 2.05(d), an Obligated Partner shall not cease to be an Obligated Partner for purposes of this Section 2.05 and shall continue to be subject to the contribution obligations of this Section 2.05 as if such Obligated Partner continued to hold Units upon a sale or redemption by such Obligated Partner of all remaining Units for REIT Shares (pursuant to Section 7.07 or otherwise) unless, at no time during the 12 month period following such sale or redemption, the Partnership:

(i) is in Bankruptcy;

(ii) is Insolvent; or

(iii) fails to maintain a ratio of Total Liabilities to Total Assets of less than 80%;

provided that , after the passage of such 12 months, the Obligated Partner shall cease to be an Obligated Partner at the first time, if any, the Partnership is not subject to any of the conditions set forth in clauses (i), (ii) and (iii) above.

(d) After the death of an Obligated Partner, the executor of the estate of such Obligated Partner may elect to reduce (or eliminate) the deficit Capital Account restoration obligation of such Obligated Partner pursuant to Section 2.05(b). Such election may be made by such executor by delivering to the General Partner within two hundred seventy (270) days of the death of such Obligated Partner a written notice setting forth the maximum deficit balance in his Capital Account that such executor agrees to restore under Section 2.05(b), if any. If such executor does not make a timely election pursuant to this Section 2.05(d) (whether or not the balance in his Capital Account is negative at such time), then such Obligated Partner’s estate (and the beneficiaries thereof who receive distribution of Units therefrom) shall be deemed to have a deficit Capital Account restoration obligation as set forth pursuant to the terms of Section 2.05(b). Any Obligated Partner-Controlled Partnership may likewise elect, after the death of its respective Obligated Partner, to reduce (or eliminate) its deficit Capital Account restoration obligation pursuant to Section 2.05(b) by delivering a similar written notice to the General Partner within the time period specified herein. Any Obligated Partner-Controlled Partnership that does not make any such timely election shall similarly be deemed to have a deficit Capital Account restoration obligation as set forth pursuant to the terms of Section 2.05(b).

ARTICLE III

SCOPE OF PARTNERSHIP AND MODE OF OPERATION

Section 3.01. Scope of Partnership. The purpose of the Partnership is to engage, subject to the limitations in Sections 3.09(b) and 3.09(c), in any business that may be lawfully conducted by a limited partnership organized pursuant to the Act.

Section 3.02. Powers of the Partnership. Subject to the limitations in Sections 3.09(b), 3.09(c) and 3.09(d), the Partnership shall have all the powers permitted by law which are necessary or desirable in carrying out the purposes and business of the Partnership, including, but not limited to, the following powers:

(a) To acquire by purchase, exchange, lease, hire, or otherwise, real and personal property of every kind, character and description whatsoever, and wheresoever situated, and any interest therein, either alone or in conjunction with others, and to hold for investment, own, use, develop, operate, lease, mortgage, sell or otherwise dispose of, convey or otherwise deal in the same and any interest therein;

(b) To perform all services related to the acquisition, development, holding, management, financing, leasing and disposition of real and personal property of every kind, character and description, including, but not limited to, the performance of management and other services with respect to its properties pursuant to contracts contributed to the Partnership;

(c) To borrow or raise money for any of the purposes of the Partnership, and from time to time, without limitation as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, evidences of indebtedness and other instruments, and to secure the payment thereof, the interest thereon and any other obligations or liabilities relating thereto, in any manner, including without limitation by mortgage on, security interest in or pledge, or conveyance or assignment in trust of, the whole or any part of the assets of the Partnership, real, personal or mixed, including contract rights and options, whether at the time owned or thereafter acquired, and future earnings, and to sell, pledge or otherwise dispose of such securities or other obligations of the Partnership for the furtherance of its purpose;

(d) To act in any state or nation in which the Partnership may lawfully act, for itself or as principal, agent or representative for any individual, association, partnership, corporation or legal entity, respecting business of the Partnership;

(e) To enter into, make, amend, perform and carry out, or cancel and rescind, contracts and other obligations for any lawful purpose pertaining to the business of the Partnership, including, but not limited to, one or more agreements to reimburse or be reimbursed by Duke Services for employee, administrative or other costs associated with the Partnership’s properties or properties for which services are rendered by Duke Services;

(f) To become a partner or member in, and perform the obligations of a partner or member of, any general or limited partnership or limited liability company, including but not limited to Duke Services;

(g) To apply for, register, obtain, purchase or otherwise acquire trademarks, trade names, labels and designs relating to or useful in connection with any business of the Partnership, and to use, exercise, develop and license the use of the same;

(h) To employ, on behalf of the Partnership, legal counsel; financial counsel; accountants; professional advisors; and Persons or entities for the operation and management of the business of the Partnership;

(i) To establish accounts and deposits and maintain funds in the name of the Partnership in banks or other financial institutions and to invest funds of the Partnership temporarily when not required for operation of its properties or distribution to the Partners, in short-term debt obligations, including without limitation obligations of federal and state governments, commercial paper and certificates of deposit of banks and other financial institutions;

(j) To pay or reimburse any and all actual fees, costs and expenses incurred in the formation and organization of the Partnership;

(k) To do all acts which are necessary, customary or appropriate for the protection and preservation of the Partnership’s assets, including the establishment of reserves;

(l) To loan money to, borrow money from and engage in transactions with Affiliates, subject to Sections 3.07 and 3.13;

(m) To compromise, submit to arbitration, sue on, or defend claims in favor of or against the Partnership; and

(n) In general, to exercise all of the general rights, privileges and powers permitted to be had and exercised by the provisions of the Act.

Section 3.03. Management of the Partnership. Subject to the limitations of this section, of Section 3.04 and of Section 3.09, the General Partner shall be responsible for the management of the Partnership’s business and shall have full, exclusive and complete power and discretion, without the need for consent or approval of any other Partner, to make all decisions and to do all things which it deems necessary or desirable on behalf of the Partnership, including but not limited to the exercise of the powers specified in Section 3.02 on behalf of the Partnership.

Section 3.04. Limitation on Powers. As between the Partners and subject to Section 2.04(c), no Partner shall:

(i) Use the Partnership name or assets in any way except for the transaction of legitimate Partnership business or do any act in contravention of this Agreement of Partnership; or

(ii) Do any act which would make it impossible to carry on the business of the Partnership.

Section 3.05. Non-Participation in Management by Limited Partners. Except as specifically provided in this Agreement, no Limited Partner as such shall participate in the control or management of the business of the Partnership, nor act for and on behalf of the Partnership in any manner whatsoever. No Limited Partner shall be deemed to be participating in the management of the business of the Partnership merely by consulting with or advising the General Partner or by acting as an officer, director, employee, agent or shareholder of the General Partner or as an employee or agent of the Partnership, Duke Services, DSI or any Subsidiary of the Partnership, Duke Services or DSI.

Section 3.06. Time to be Devoted to Business. The General Partner and its employees and agents shall devote such time to the Partnership’s business as the General Partner determines to be reasonably necessary to manage and supervise the Partnership’s business and affairs in an efficient manner. Nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services with respect to the Partnership’s business, subject to the control of the General Partner. Unless otherwise provided in a writing executed by the General Partner, any such employment, or any appointment of any agent or authorization by the General Partner shall in all cases be subject to immediate termination upon written notice by the General Partner.

Section 3.07. Dealings With Related Entities.

(a) A Partner or any Affiliate of a Partner may contract or otherwise deal with the Partnership for the purchase or sale of goods, property or services or for other purposes, and the Partnership shall have the power to so contract or deal, if the transaction is in the best interests of the General Partner and its shareholders. The requirements of this subsection shall be deemed to be satisfied with respect to any contract or dealing for which the approval of the Unaffiliated General Partner Directors has been obtained; however, the failure to obtain such approval shall not be evidence that such requirements are not otherwise satisfied. The validity of any transaction, agreement, or payment involving the Partnership and an Affiliate of a Partner otherwise permitted by this Agreement shall not be affected by reason of the relationship between the Partner and the Affiliate or the approval of the transaction, agreement, or payment by the Partner who is otherwise interested in or related to the Affiliate. Specifically, and not by way of limitation, the Partnership is permitted to contract or otherwise deal with Duke Services and Steel Frame Erectors, Inc.

(b) If a Partner is employed by or retained by the Partnership in any capacity, compensation to such Partner shall be deemed to be for services rendered not in the Partner’s capacity as a member of the Partnership, and it shall be treated for federal income tax purposes as a payment described by Section 707(a) of the Code.

(c) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Duke Services, Subsidiaries of the Partnership or the General Partner or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner, Duke Services, or any of the Partnership’s or the General Partner’s Subsidiaries.

(d) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, options, right of first opportunity arrangements and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

(e) In connection with the Merger, from and after the date of this Agreement, the Partnership hereby assumes and agrees to perform the obligations and undertakings of Weeks Realty, L.P. under the agreements described in Exhibit K to this Agreement.

Section 3.08. Other Business.

(a) Subject to subsection (b) and Section 3.09, nothing contained in this Agreement shall in any way or manner prohibit or restrict the right or freedom of any Partner, any Affiliate of any Partner or any other Person to conduct or participate in any business or activity individually or as a partner, shareholder or owner of any partnership, corporation or other entity other than the Partnership without any obligation or accountability to the Partnership or any other Partner, even if such business or activity competes with the business of the Partnership; and subject to Section 3.09, any entity which includes as a partner, shareholder or other owner a Partner, any Affiliate of a Partner or any other Person shall have the right at any time to own and operate any business whatsoever other than the business of the Partnership, either individually or with one or more parties, and shall not be required to obtain the consent thereto by any other Partner or offer to any other Partner or the Partnership a participation therein.

(b) Commencing upon their acceptance of one or more Units and admission to the Partnership as Limited Partners, each of the Principal Owners agrees that so long as he is employed by any of the Partnership, the General Partner, Duke Services, DSI or any Subsidiary of the Partnership, the General Partner, Duke Services or DSI, he will conduct all of his commercial real estate business exclusively through the Partnership, the General Partner, Duke Services, Duke Construction Limited Partnership, DSI, MWSB or a Subsidiary of the Partnership, the General Partner, Duke Services, Duke Construction Limited Partnership, DSI or MWSB, except (i) business with respect to whole or partial interests in fifteen (15) properties, which number may change from time to time, owned as of the date of this Agreement by Affiliates of the Principal Owners which the Partnership has as of the date of this Agreement an option to acquire, (ii) steel frame erecting business through Steel Frame Erectors, Inc. or (iii) as approved by the directors of the General Partner who have no pecuniary interest in such other business.

Section 3.09. Restriction on the General Partner and Partnership Activities.

(a) Unless Special Partner Approval is obtained, the General Partner shall not engage in any of the following activities:

(i) Directly or indirectly enter into or conduct any business, other than in connection with the ownership, acquisition and disposition of Units as a Limited Partner, the management of the business of the Partnership, activities in connection with DSI and the General Partner (which shall be limited to activities in connection with Duke Services and the Partnership), Duke Services, and Duke Construction Limited Partnership, and such activities as are incidental thereto.

(ii) Own any assets other than Units, its interest as a General Partner, its interest in DSI and such bank accounts or similar instruments as it deems necessary to carry out its responsibilities contemplated under this Agreement and its Articles of Incorporation.

(iii) Issue any additional shares of capital stock (other than REIT Shares issued pursuant to Section 7.07 or REIT Shares issued without consideration to all holders of REIT Shares); provided, however, that no Special Partner Approval shall be required if the General Partner contributes the net proceeds from the issuance of such shares of capital stock and from the exercise of rights contained in any options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such shares of capital stock to the Partnership

in exchange for additional Units at the value per Unit established in Section 4.02(c).

(iv) Engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in Section 7.07(d)) other than a Permitted Transaction.

(b) Unless Special Partner Approval is obtained, the Partnership shall not engage in any of the following activities:

(i) Engage in any business other than business in which the General Partner is permitted to engage by its Articles of Incorporation as in effect on the date of this Agreement or which is incidental thereto or reasonably necessary for the protection of the Partnership.

(ii) Notwithstanding anything to the contrary herein, effect or enter into an agreement to effect a voluntary sale, exchange or other disposition by merger, consolidation or otherwise (other than a disposition occurring upon a financing or refinancing by the Partnership) of all or substantially all of the assets of the Partnership in a single transaction or a series of related transactions.

(c) Notwithstanding anything to the contrary herein, (i) the Partnership shall not take, refrain from taking, or be required to take any action which, in the judgment of the General Partner, in its sole and absolute discretion, (A) could adversely affect the ability of the General Partner to continue to qualify as a REIT, (B) subject to clause (A), could adversely affect the classification of the Partnership or any partnership which is an Affiliate of the Partnership as a partnership for tax purposes, (C) could subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (D) could violate any law or regulation of any governmental body or agency having jurisdiction over the General Partner or its securities, unless such action (or inaction) shall have been specifically consented to by the General Partner in writing; and (ii) the Partnership, when deemed necessary by the General Partner in its sole and absolute discretion to continue the General Partner’s qualification as a REIT, shall be required to make distributions to its Partners, whether funded by available cash revenues, borrowings or any other means, which are sufficient in amount to enable the General Partner to meet the REIT distribution requirements contained in Code Section 857(a).

(d) Until the tenth anniversary of the Merger, the Partnership shall not sell in any single transaction or series of related transactions, any real property that was owned by Weeks Realty, L.P. immediately prior to the Merger and that at the time of such sale has a fair market value (as determined in good faith by the General Partner) in excess of $50 million without the prior approval of the Asset Committee of the Board of Directors of the General Partner, if it is reasonably likely that the proposed sale would result in adverse tax consequences to the holders of Units who contributed such properties to Weeks Realty, LP.

(e) Until the tenth anniversary of the Merger, the Partnership shall use commercially reasonable efforts to maintain at all times an amount of Recourse Liabilities equal to or greater than the aggregate amount of Recourse Liabilities as to which one or more current or future Partners have agreed, or will agree in the future, to bear the economic risk of loss through deficit Capital Account restoration obligations, Indemnity Agreements, or otherwise (the “Target Recourse Debt Amount”). Notwithstanding the foregoing, the Partnership shall have the right to cause the amount of outstanding Recourse Liabilities to fall below the Target Recourse Debt Amount if the General Partner determines, in

good faith, that such action is in the best economic interest of the Partnership and its Partners (without taking into account the tax consequences of taking such action).

Section 3.10. Indemnification.

(a) Each Person who is now or in the future (i) the General Partner (ii) an officer, director, shareholder, or Affiliate of the General Partner, (iii) an officer, employee or agent of the Partnership, or (iv) any such Person’s successors and assigns, shall be indemnified by the Partnership against expenses (including, but not limited to, attorneys’ fees, related disbursements and removal of any liens affecting any property of the indemnitee), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by such Person in connection with any action, suit or proceeding to which such Person may be made a party by reason of being, or having been, (i) the General Partner, or (ii) an officer, director, shareholder, employee, agent or Affiliate of the General Partner, or (iii) an officer, employee or agent of the Partnership, or (iv) any such Person’s successor or assign (whether or not continuing to be such at the time of incurring such expense), if such Person acted in good faith and in a manner reasonably believed by such Person to be in, or at least not opposed to, the best interests of the Partnership, and, with respect to any criminal action or proceeding, such Person had either reasonable cause to believe his or its conduct was lawful or had no reasonable cause to believe his or its conduct was unlawful. An action shall be conclusively presumed to have been reasonably believed by a Person to be in, or at least not opposed to, the best interests of the Partnership if it was reasonably believed by such Person to be in, or at least not opposed to, the best interests of the General Partner or its shareholders. The termination of any proceeding by judgment, order or settlement does not create a presumption that the indemnitee did not meet the requisite standard of conduct set forth in this Section 3.10(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the indemnitee acted in a manner contrary to that specified in this Section 3.10(a). If a judgment, order, settlement or any other document which terminates a proceeding does not indicate whether the indemnitee met the requisite standard of conduct set forth in this Section 3.10(a), such determination shall be made by independent legal counsel unless the disinterested Unaffiliated General Partner Directors decide otherwise. Any such indemnification shall be limited to the assets of the Partnership and shall not impose any personal liability upon any Partner. This provision is intended to provide such indemnification as is permitted under Indiana law; it shall not operate to indemnify any person in any case in which such indemnification is for any reason contrary to law.

(b) Reasonable expenses incurred by an indemnitee who is a party to a proceeding may be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the indemnitee of the indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 3.10 has been met, and (ii) a written undertaking by or on behalf of the indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(c) The indemnification provided by this Section 3.10 shall be in addition to any other rights to which an indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an indemnitee who has ceased to serve in such capacity.

(d) The Partnership may purchase and maintain insurance, on behalf of any potential indemnitee and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) For purposes of this Section 3.10, the Partnership shall be deemed to have requested a Person to serve as fiduciary of an employee benefit plan, and such Person shall be deemed to be within the class of indemnitees in subsection (a), whenever the performance by the Person of the Person’s duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of Section 3.10(a); and actions taken or omitted by the indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(f) In no event may an indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An indemnitee shall not be denied indemnification in whole or in part under this Section 3.10 because the indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 3.10 are for the benefit of the indemnitees and their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

Section 3.11. Voting Rights of Partners.

(a) Subject to subsection (b), the following matters require Special Partner Approval:

(i) The matters described in Section 3.09(b).

(ii) Permitting the General Partner to engage in the actions described in Section 3.09(a).

(iii) Causing a dissolution of the Partnership as described in Section 6.01(c).

(iv) Amending this Agreement as described in Section 9.05(b).

(b) The parties intend that the exercise of any rights granted to the Limited Partners by this Agreement shall be deemed an action affecting only the agreement among the Partners and not an action affecting the management and control of the business or otherwise inconsistent with the Act. The exercise of any rights of the Limited Partners under this Section shall, at the option of the General Partner, be conditioned upon the prior receipt by the General Partner of an opinion of legal counsel for the Partnership, satisfactory in form and substance to the General Partner, to the effect that such exercise will not have a material adverse federal or state income tax or other material adverse legal impact on the Partnership. A Limited Partner may, however, and shall be permitted to exercise any rights granted to the Limited Partners by this Agreement relating to management and control of the business notwithstanding any adverse effect on such Limited Partner.

Section 3.12. Approval Procedures. Any matter requiring the consent or approval of all or any portion of the Partners shall be deemed to be approved if Partners entitled to vote thereon holding the requisite number of Units consent in writing pursuant to the terms of this Agreement to the proposed action. In lieu thereof, such a matter shall be submitted to the Partners entitled to vote thereon in the following manner:

(a) Within thirty (30) days of the proper proposal of the matter, the General Partner shall send notice of the proposal, the text thereof, and a ballot to each Partner entitled to vote thereon by first class United States mail at the address contained in the records of the Partnership.

(b) The notice shall set forth the recommendation of the General Partner, if any, with respect to the passage or rejection of the proposal and a brief explanation of the reasons therefor.

(c) The ballot supplied with the notice of the proposal shall state that the vote of each Partner is due at the offices of the Partnership in writing on a date certain which shall be no less than ten (10) and no more than thirty (30) days from the date of the notice (which shall be the date of the postmark of such notice) and shall provide that those Partners whose ballots are not received by said date shall be deemed to have voted in accordance with the recommendation of the General Partner or, in the case of a proposal on which the General Partner has not expressed a recommendation, shall provide that those Partners whose ballots are not received by said date shall be deemed to have voted against the proposal.

(d) A matter requiring the consent of a specified portion or portions of the Partners in addition to the consent of the Partners as a whole may be voted upon using the same notice and ballot, and it shall not be necessary for a Partner to mark and return multiple ballots to vote in more than one capacity.

(e) If consent is given or the proposal is passed in accordance with the foregoing procedure, the General Partner is expressly authorized and directed to take such action as may be specified in the consent or proposal.

Section 3.13. Loans to and from the Partnership. In the event that additional funds are required by the Partnership, one or more Partners (or any Affiliate thereof) may, at the option of the General Partner, loan such funds to the Partnership. Each such loan shall be made upon terms and conditions no less favorable to the Partnership than those upon which a commercial lending institution would make such a loan to an entity with financial and business characteristics similar to the Partnership. The Partnership may loan funds to the General Partner only to the extent such funds are needed by the General Partner either (A) to fund a payment on the $1 million demand note from the General Partner to DSI or (B) to make distributions to the General Partner’s shareholders required for the General Partner to qualify as a REIT or to avoid being subject to income or excise taxes under the Code. Any such loan shall be repaid as soon as possible, shall have a maximum term of one (1) year and shall be made on other terms and conditions no less favorable to the Partnership than those upon which a commercial lending institution would make such a loan to an entity with financial and business characteristics similar to the General Partner. To the extent that the Partnership loans funds to the General Partner pursuant to this section, the Partnership may also, at the option of the General Partner, loan to any other Partner funds in an amount up to the amount loaned to the General Partner times the ratio of such Partner’s Percentage Share to the General Partner’s Percentage Share, on the same terms as the loan to the General Partner.

Section 3.14. Reimbursement of Expenses.

(a) Except as provided in this Section 3.14 and elsewhere in this Agreement (including the provisions of Article IV regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenses it, as the case may be, incurs in connection with the business of the Partnership and any other issuance of additional Units or REIT Shares pursuant to this Agreement. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 3.10 hereof.

Section 3.15. Indemnification of Certain Recourse Debt. Towne Investment Co. shall indemnify the General Partner for a portion of the Partnership’s Recourse Liabilities as specified in Exhibit M attached hereto.

ARTICLE IV

CAPITAL CONTRIBUTIONS, PROFITS
AND LOSSES AND DISTRIBUTIONS

Section 4.01. Purchase of Units and Capital Contributions.

(a) Prior to the date of this Agreement, the Partners have made the Capital Contributions and in exchange therefor have received the Units specified in Exhibit A hereto.

(b) From and after the date hereof, except as expressly provided in Section 2.05(b) or Indiana law, the Partners shall not be obligated to make further contributions to the Partnership.

Section 4.02. Issuance of Additional Partnership Interests.

(a) Except as otherwise expressly provided in this Agreement, the General Partner is hereby authorized to cause the Partnership to issue such additional partnership interests in the form of Units for any Partnership purpose at any time or from time to time, to Partners (other than the General Partner) or to other Persons, for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partner. The Partnership may also from time to time issue to the General Partner additional Units in consideration of a contribution by the General Partner as contemplated by Section 3.09(a)(iii) or in connection with a Permitted Transaction. Any additional Units issued pursuant to this Section 4.02 may be Common Units or Preferred Units and if Preferred Units, may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Common or Preferred Units (subject to the terms of any existing Preferred Units) then outstanding, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, including, without limitation, in respect of (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Preferred Units; (ii) the right of each such class or series of Preferred Units to share in Partnership distributions; and (iii) the rights of each such class or series of Preferred Units upon dissolution and liquidation of the Partnership; provided , that a written designation of preferences setting forth the rights, powers, duties and preferences of each class or series of Preferred Units shall be set forth as an additional Exhibit to this Agreement on or prior to the date of issuance of such Preferred Units (together with the designations set forth in Exhibits D through J , the “Partnership Unit Designations” and each a “Partnership Unit Designation”); and provided further , that with respect to Preferred Units issued to the General Partner, (x) the additional Preferred Units shall be issued in connection with an issuance and sale of shares of capital stock of the General Partner having designations, preferences and other rights that are substantially similar in economic effect to the designations, preferences and other rights of such additional Preferred Units, and (y) the net proceeds from the issuance of such shares by the General Partner shall be contributed by the General Partner to the Partnership in exchange for additional Preferred Units at the value per Preferred Unit established in Section 4.02(c).

(b) No Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership, or (ii) issuance or sale of any Units.

(c) The Capital Contribution required upon issuance of any Unit pursuant to this Section will be equal to (i) in the case of a Unit issued in accordance with the proviso contained in Section 3.09(a)(iii), the per share price (net of discounts, commissions and any other related costs incurred by or on behalf of the General Partner in connection with issuing such shares) of the applicable REIT Shares issued by the General Partner divided by the Redemption Ratio at the time the Unit is issued, or (ii) in any cases involving the issuance of a Unit to a Principal Owner or Affiliate of a Principal Owner, the Current

Market Price of a REIT Share divided by the Redemption Ratio at the time the Unit is issued, or (iii) in all other cases, an amount based on the range of quoted market prices of a REIT Share for a reasonable period of time before the Unit is issued adjusted as determined by the General Partner to recognize the possible effects of price fluctuations, quantities traded, issue costs and other market factors and divided by the Redemption Ratio at the time the Unit is issued.

(d) The initial Capital Accounts of the holders of Preferred Units issued in connection with the Merger shall be equal to (i) the Liquidation Preference Amounts (other than any accrued but unpaid distribution thereon) of such class or series of Preferred Units, and (ii) in the case of the Series G Preferred Units, the amount originally contributed to Weeks Realty, L.P. in respect of the “Series C preferred units” issued by Weeks Realty, L.P. by the holder to which they were initially issued.

Section 4.03. Distributable Cash. Distributions of Distributable Cash shall be made when declared by the General Partner in its sole discretion to the Partners who are Partners on the Partnership Record Date with respect to such distribution; provided that for each fiscal year, all distributions made pursuant to this Section 4.03 shall be made to the Partners (i) first, at the time and in the manner set forth in the applicable Partnership Unit Designation, to each holder of Preferred Units in accordance with the preferences set forth in such Partnership Unit Designation; and (ii) thereafter, to the holders of Common Units (and Preferred Units entitled pursuant to an applicable Partnership Unit Designation to participate pari passu with Common Units) pro rate in proportion to their respective Percentage Shares (and, with respect to the holders of Preferred Units, as provided in such applicable Partnership Unit Designation); provided, that in no event may a Partner receive a distribution of Distributable Cash with respect to a Unit if such Partner is entitled to receive a distribution out of such Distributable Cash with respect to a REIT Share for which such Unit has been redeemed and such distribution shall be made to the General Partner.

Section 4.04. Distributions From Terminating Capital Transaction. After the occurrence of a Terminating Capital Transaction, and subject to Section 2.05, all cash of the Partnership from all sources shall be applied and distributed in the following order, after adjusting Capital Accounts for all Distributions under Section 4.03 and all allocations of Profits and Losses:

(a) To the payment of debts and liabilities of the Partnership deemed appropriate by the General Partner to pay at that time in the order of priority as provided by law (other than those to Partners) including the expenses of or relating to sale, refinancing, exchange, condemnation, destruction or other disposition of assets of the Partnership;

(b) To the setting up of such reserves as are reasonably necessary for any contingent liabilities or obligations of the Partnership or for the operation of the Partnership, as determined solely by the General Partner in good faith;

(c) To the payment of debts and liabilities of the Partnership to the Partners other than in respect to the balances in the Capital Accounts of Partners; and

(d) To the Partners in proportion to the positive balances in their Capital Accounts determined after taking into account all allocations of Profits, Losses and items thereof through completion of the liquidation of the Partnership.

Section 4.05. Allocation of Profits and Losses.

(a) After giving effect to the allocations set forth in Section 4.06 hereof, for each fiscal year of the Partnership or portion thereof; Profits and Losses shall be allocated as follows:

(i) Profits shall be allocated to the Partners in the following manner and order of priority:

(A) First, to the General Partner to the extent that the cumulative Losses allocated to the General Partner pursuant to Section 4.05(a)(ii)(F) exceed the cumulative Profits allocated to the General Partner pursuant to this Section 4.05(a)(i)(A);

(B) Second, to each Partner to the extent of and in proportion to the amount by which the cumulative Losses allocated to such Partner pursuant to Section 4.05(a)(ii)(E) exceed the cumulative Profits allocated to such Partner pursuant to this Section 4.05(a)(i)(B);

(C) Third, to the General Partner to the extent that the cumulative Losses allocated to the General Partner pursuant to Section 4.05(a)(ii)(D), exceed the cumulative Profits allocated to the General Partner pursuant to this Section 4.05(a)(i)(C);

(D) Fourth, to each holder of Preferred Units to the extent of and in proportion to the amount by which the cumulative Losses allocated to each such holder pursuant to Section 4.05(a)(ii)(C) exceeds the cumulative allocation of Profits to such holder pursuant to this Section 4.05(a)(i)(D).

(E) Fifth, to each Partner to the extent of and in proportion to the amount by which the cumulative Losses allocated to such Partner pursuant to Section 4.05(a)(ii)(A), exceed the cumulative Profits allocated to such Partner pursuant to this Section 4.05(a)(i)(E);

(F) Sixth, to the holders of the Series H Preferred Units until the cumulative allocations of Profits allocated to such holders under this Section 4.05(a)(i)(F), reduced by the cumulative allocations of Losses allocated to such holders under Section 4.05(a)(ii)(B), equal the cumulative quarterly distributions that have accrued on such Preferred Units for the current and all prior fiscal years under Sections c(l) and c(2) of Exhibit J hereto (irrespective of whether such accrued amounts have been paid to such holders or remain unpaid as of the time such allocation has been made); and

(G) Thereafter, to the Partners in accordance with their respective Percentage Shares.

(ii) Losses shall be allocated to the Partners in the following manner and order of priority;

(A) First, to the Partners, in proportion to their respective Percentage Shares; provided that Losses allocated pursuant to this Section 4.05(a)(ii)(A) shall not exceed the maximum amount of Losses that can be allocated without causing any Partner to have a negative Adjusted Capital Account (determined without regard to any Partner’s obligation to fund a deficit Capital Account balance, including the obligation of an Obligated Partner to fund a deficit Capital Account balance pursuant to Section 2.05 hereof, an Indemnitor Partner’s obligation under an Indemnity Agreement, or any other deemed obligation recognized under Section 1.704-l(b)(2)(ii)(c) of the Treasury Regulations and without regard to the amounts credited to the Capital Accounts of holders of Preferred Units for the capital contributed in respect of such Preferred Units);

(B) Second, to the holders of the Series H Preferred Units in an amount equal to the excess, if any, of (1) the cumulative allocations of Profit to such holders pursuant to Section 4.05(a)(i)(E), over (2) the sum of (i) the cumulative distributions made to such holders pursuant to Section c(1) of Exhibit J hereto and (ii) the cumulative Losses allocated to such holders pursuant to this Section 4.05(b)(ii)(B);

(C) Third, to the holders of Preferred Units in proportion to their respective Liquidation Preference Amounts (determined by excluding any amount of unpaid distributions accrued and in respect of such Preferred Units); provided that Losses allocated pursuant to this Section 4.05(a)(ii)(C) shall not exceed the maximum amount of Losses that can be allocated without causing any holder of Preferred Units to have a negative Adjusted Capital Account (determined without regard to any such holder’s obligation to fund a deficit Capital Account balance, including the obligation of an Obligated Partner to fund a deficit Capital Account balance pursuant to Section 2.05 hereof, an Indemnitor Partner’s obligation under an Indemnity Agreement, or any other deemed obligation recognized under Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations);

(D) Fourth, to the General Partner, until the General Partner’s Adjusted Capital Account (determined without regard to any obligation of the General Partner to fund a deficit Capital Account balance pursuant to this Agreement, including Section 2.05 hereof, or any deemed obligation recognized under Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations) equals the excess of (i) the amount of Recourse Liabilities over (ii) the sum of the Aggregate Restoration Amount and the Aggregate Indemnity Amount;

(E) Fifth, to the Obligated Partners and the Indemnitor Partners, in proportion to their respective Restoration Amounts and Indemnity Amounts, as applicable, until such time as such Partners have been allocated an aggregate amount of Losses pursuant to this Section 4.05(a)(ii)(E) equal to the sum of the Aggregate Restoration Amount and the Aggregate Indemnity Amount; provided that no Losses shall be allocated to any such Partner to the extent such allocation would cause or increase a deficit in such Partner’s Adjusted Capital Account; and

(F) Thereafter, to the General Partner.

This Section 4.05(a) shall control notwithstanding any reallocation or adjustment of taxable income, loss or other items by the IRS or any other taxing authority; provided, however, that neither the Partnership nor the General Partner (nor any of their respective Affiliates) is required to indemnify any Obligated Partner (or its affiliates) for the loss of any tax benefit resulting from any reallocation or adjustment of taxable income, loss or other items by the IRS or other taxing authority. The provisions of this Section 4.05(a) shall not be amended in a manner which adversely affects an Obligated Partner (without the consent of such Obligated Partner), provided that the General Partner may amend Exhibit L to add additional Obligated Partners.”

(b) In connection with any Terminating Capital Transaction treated as an installment sale, Profits or Losses shall, for purposes of adjusting the Partners’ respective Capital Accounts, be allocated under the foregoing provisions of this section as though the principal amount of the deferred obligation were

received in full at the time of sale. In connection with any Terminating Capital Transaction property treated as an installment sale under the Code, the portion of the Profits or Losses in each installment allocable to a given Partner shall, for federal income tax purposes, be in proportion to the Partner’s total share of Profits or Losses from the Terminating Capital Transaction allocated to the Partner pursuant to the foregoing provisions of this section.

Section 4.06. Mandatory Allocations.

(a) (i) Minimum Gain Chargeback . Notwithstanding any other provision of this Article IV, if there is a net decrease in Partnership Minimum Gain during any fiscal year, then, subject to the exceptions set forth in Treasury Regulations Sections 1.704-2(f)(2), (3), (4) and (5), each Partner shall be allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain determined in accordance with Section 1.704-2(g) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Section 1.704-2(f) of the Treasury Regulations. This Section 4.06(a)(i) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith.

(ii) Partner Minimum Gain Chargeback . Notwithstanding any other provision of this Article IV except Section 4.06(a)(i), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, then, subject to the exceptions set forth in Treasury Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5), of the Treasury Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. This Section 4.06 (a)(ii) is intended to comply with the minimum gain chargeback requirement in such Section of me Treasury Regulations and shall be interpreted consistently therewith.

(b) Qualified Income Offset . In the event any Partner would be allocated Losses or other items of deduction or Code Section 705(a)(2)(B) Expenditures hereunder or unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-l(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations which would result in an Adjusted Capital Account deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.06(b) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.06(b) were not in the Agreement.

(c) Nonrecourse Deductions . Nonrecourse Deductions for any fiscal year or other period shall be allocated among the Partners in accordance with their Percentage Shares as of the end of such fiscal year or other period.

(d) Partner Nonrecourse Deductions . Any Partner Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i) of the Treasury Regulations.

(e) Section 754 Adjustments . To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Section 1.704-l(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

(f) Preferential Income Allocations . After giving effect to the mandatory allocations set forth above, gross income of the Partnership shall be allocated to the holders of Preferred Units (other than Series H Preferred Units) until the cumulative amount allocated to each such holder pursuant to this Section 4.06(f) equals the cumulative amount for the current and all prior fiscal years of the sum of (A) the distributions made to each such holder pursuant to Section 4.03 with respect to the holder’s Preferred Units and (B) the portions, if any, of the distributions made to each such holder pursuant to a redemption of a Preferred Unit under the terms of an applicable Partnership Unit Designation that exceed the Liquidation Preference Amount (other than any accrued but unpaid distribution thereon) per Preferred Unit established for such Preferred Unit in the applicable Partnership Unit Designation. Such allocations shall be made in proportion to the relative shortfall amounts determined for each such holder. Solely for purposes of making the required allocation under this Section 4.06(f) in the fiscal year in which the Partnership is liquidated, the amount of any accrued but unpaid distributions in arrears in respect of the Preferred Units (determined in accordance with the relevant provisions in the applicable Partnership Unit Designation) and other amounts payable to the holders of such Preferred Units pursuant to Section (d)(l) of the applicable Partnership Unit Designation, shall be treated as having been distributed to the holders of Preferred Units immediately prior to such liquidation under Section 4.03 hereof.

(g) Special Preferred Allocation With Respect to Series G Preferred Units . In addition to the priority allocations set forth in Section 4.06(f), the following allocations shall be made only in the fiscal years as specified in this Section 4.06(g), and shall be made prior to making the allocations in Section 4.06(f), and in the following priority:

(A) Items of Partnership gross income or gain for the Partnership fiscal year shall be specially allocated to the holder of the outstanding Series G Preferred Units until the cumulative allocations under this Section 4.06(g)(A) equal the difference between the aggregate Liquidation Preference Amounts (other than accrued and unpaid quarterly distributions in arrears) with respect to such Units and the amount originally contributed to Weeks Realty, L.P. by the holder in respect of the “Series C preferred units” issued by Weeks Realty, L.P.

(B) If the Series G Preferred Units are redeemed pursuant to Section e(l) or Section e(2) or put pursuant to Section f of Exhibit I to this Partnership Agreement, additional items of Partnership gross income or gain for the fiscal year shall be specially allocated to the holder of the redeemed Series G Preferred Units until such holder’s Capital Account balance equals (i) if the Series G Preferred Units are redeemed pursuant to Section e(2) or put pursuant to Section f, the Liquidation Preference Amount (the “Target Balance”), and (ii) if the Series G Preferred Units are redeemed pursuant to Section e(1), the sum of (a) the Target Balance,

plus (b) if the AEW Warrant (as defined in Exhibit I to this Partnership Agreement) has not been exercised on or before the Expiration Date of the AEW Warrant, the Target Balance with respect to the Series G Preferred Units redeemed, multiplied by the following applicable percentage based on the time of redemption of such Units:

Redemption on or after November 6,	Percentage
2003	4	%
2004	3	%
2005	2	%
2006	1	%
2007	0	%

(C) If the Series G Preferred Units are redeemed pursuant to Section e(3) of Exhibit I to this Partnership Agreement, additional items of Partnership gross income or gain for the fiscal year shall be specially allocated to the holder of the redeemed Series G Preferred Units until such holder’s Capital Account balance equals the sum of (i) the Target Balance, plus (ii) the Target Balance with respect to the Series G Preferred Units redeemed, multiplied by the following applicable percentage based on the time of redemption of such Preferred Units:

Redemption on or after November 6,	Percentage
1998	10	%
1999	9	%
2000	8	%
2001	7	%
2002	6	%

(D) The priority allocations provided by this Section 4.06(g) shall only be made with respect to: (i) any fiscal year, or portion thereof, in which a Redemption Date or Exchange Date falls (as defined in Exhibit I to this Partnership Agreement); (ii) solely with respect to the allocation provided by Section 4.06(g)(A) above, the fiscal year in which the partnership interest of a holder of Series G Preferred Units is “liquidated” within the meaning of Treasury Regulations Section 1.704-l(b)(2)(ii)(g); and (iii) any fiscal year immediately prior to any of the fiscal years referenced in clauses (i) and (ii) to the extent that the Exchange Date, the Redemption Date or liquidating distributions occur on or before the due date (not including extensions) for filing the Partnership’s federal income tax return for such prior fiscal year.

(h) Curative Allocations . Any allocations of items of income, gain, loss, Code Section 705(a)(2)(B) Expenditures and deduction made pursuant to Sections 4.06(a), 4.06(b), 4.06(c), 406(d) and 4.06(e) hereof shall be taken into account for the purpose of equitably adjusting subsequent allocations of income, gain, loss, Code Section 705(a)(2)(B) Expenditures and deduction among the Partners so that, to the extent possible, the net allocations in the aggregate, allocated to each Partner pursuant to this Article IV and the Capital Accounts of each Partner, shall as quickly as possible and to the extent possible consistent with the requirements of Sections 4.06(a), 4.06(b), 4.06(c), 4.06(d) and 4.06(e) be the same as if no allocations had been made under those sections. For purposes of applying the

foregoing sentence, allocations pursuant to this Section 4.06(h) shall only be made with respect to allocations pursuant to Section 4.06(e) hereof to the extent the Tax Matters Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement.

Section 4.07. Other Allocation Rules. Solely for purposes of determining a Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Section 1.752-3(a)(3) of the Treasury Regulations, such excess nonrecourse liabilities shall be allocated among the Partners in proportion to their respective Percentage Shares.

Section 4.08. Tax Allocations; Code Section 704(c).

(a) In the event any Partnership property is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such property at the time of its contribution to the Partnership or its revaluation pursuant to Treasury Regulations Sections 1.704-l(b)(2)(iv)(d) or 1.704-l(b)(2)(iv)(f), respectively, income, gain, loss, and deduction with respect to such property shall, solely for tax purposes, be allocated among the Partners in the manner required by Code Section 704(c) and Treasury Regulations Sections 1.704-l(b)(4)(i) and 1.704-3. Consistent with the foregoing, with respect to Partnership property owned as of the date hereof, depreciation, amortization or other cost recovery deductions shall be allocated in accordance with the traditional method contained in Treasury Regulations Section 1.704-3(b) or any succeeding applicable provision, unless the General Partner and a Contributing Partner have specifically agreed otherwise. For property acquired by or contributed to the Partnership subsequent to the date hereof, the Tax Matters Partner shall, at its sole discretion and on a property by property basis, choose between any permissible method contained in Treasury Regulations Section 1.704-3 or any similar succeeding applicable provision. For purposes of allocating the Partnership’s earnings and profits to corporate Partners, depreciation, amortization and cost recovery deductions used in determining earnings and profits shall be allocated among the Partners in the same manner as allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods.

(b) Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.08 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Person’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Section 4.09. General Provisions. In the event of an increase or a decrease in the Percentage Share of a Partner at any time after the Partnership’s initial fiscal quarter other than at the end of a fiscal quarter of the Partnership, the share of the Profits and Losses and the Distributable Cash of the Partnership shall be allocated among the Persons whose shares are changed as determined by the General Partner pursuant to Code Section 706(d).

Section 4.10. No Interest on Capital Accounts. No Partner shall be entitled to receive any interest from the Partnership on account of the amount of its Capital Account.

Section 4.11. Distribution of Property. Unless the Partners otherwise agree, in the event it becomes necessary to make a Distribution of Partnership property in kind, then such property shall be transferred and conveyed to the Partners, or their assigns, so as to vest in each of them as a tenant-in-common, a percentage interest in the whole of said property equal to the percentage interest he would have received had such property not been distributed in kind.

Section 4.12. Return of Capital Contribution.

(a) Except as provided in this Agreement, no Partner shall be entitled to withdraw any part of its Capital Contribution or to receive any Distributions from the Partnership. No Partner shall have the right to demand or receive property other than cash in return for its Capital Contribution; and if upon dissolution the Partnership property remaining after the payment or discharge of debts and liabilities of the Partnership is insufficient to return said contributions, no Limited Partner shall have any recourse against the General Partner or any other Limited Partner.

(b) If the General Partner repurchases or redeems REIT Shares from the holders thereof in accordance with its Articles of Incorporation as now or hereafter amended and Indiana law, then the General Partner shall cause the Partnership to purchase from the General Partner on the same terms as the repurchase or redemption of such REIT Shares a number of Units equal to the number of REIT Shares so repurchased or redeemed divided by the Redemption Ratio.

(c) Return of Capital Determination. For purposes of computing the return on the capital of the holder of Series G Preferred Units, the capital of a holder of the Series G Preferred Units attributable to each such Unit shall be treated as returned (i) when the Unit is redeemed by the Partnership or (ii) to the extent that the Partnership has distributed with respect to such Unit an amount that exceeds the cumulative quarterly distributions accrued thereon, plus the difference between $25 and the amount contributed to the Partnership with respect to such Unit. Such return of capital determination is solely for the internal tax accounting purposes of the holders of the Series G Preferred Units and shall not in any way affect the distribution to the Partners under this Agreement or the allocations of Profits and Losses.

ARTICLE V

ACCOUNTING, REPORTING AND HOLDING OF ASSETS

Section 5.01. Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

Section 5.02. Records, Accounting and Reports.

(a) The books of account and records of the Partnership shall be located at such place as may be specified by the General Partner and shall be kept and maintained on an accrual basis in accordance with generally accepted accounting principles.

(b) Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, computer disks, magnetic tape, photographs, micrographics or any other information storage device; provided that the records so maintained are convertible into clearly legible written form within a reasonable period of time.

(c) As soon as practicable, but in no event later than one hundred five (105) days after the close of each Partnership Year, the General Partner shall cause to be mailed to each Limited Partner as of the close of the Partnership Year, an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared on a consolidated basis with the General Partner, for such Partnership Year, presented in accordance with GAAP, such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner. The mailing of copies of the General Partner’s or the Partnership’s annual report on Form 10-K to the Limited Partners shall constitute compliance with this subsection.

(d) As soon as practicable, but in no event later than sixty (60) days after the close of each calendar quarter (except the last calendar quarter of each year), the General Partner shall cause to be mailed to each Limited Partner as of the last day of the calendar quarter, a report containing unaudited financial statements of the Partnership, or of the General Partner, if such statements are prepared on a

consolidated basis with the General Partner, and such other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate. The mailing of copies of the General Partner’s or the Partnership’s quarterly report on Form 10-Q to the Limited Partners shall constitute compliance with this subsection.

Section 5.03. Right to Inspection.

(a) Each Partner or his duly authorized agent shall at all reasonable times have access to and the right at his expense to inspect and copy any of the books and records of the Partnership.

(b) In addition to other rights provided by this Agreement or by the Act, and except as limited by subsection (d) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense:

(i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner or the Partnership pursuant to the Securities Exchange Act of 1934;

(ii) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year;

(iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner;

(iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and

(v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner.

(c) The Partnership shall notify each Limited Partner in writing of any change made to the Redemption Ratio within ten (10) Business Days of the date such change becomes effective.

(d) Notwithstanding any other provision of this Section 5.03, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership, the General Partner, or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Section 5.04. Holding and Transfer of Assets.

(a) All property, real or personal, owned by the Partnership shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership is accordance with the provisions of this Agreement; provided, however,

that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership on its books and records, notwithstanding the name in which legal title to such assets is held.

(b) Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

Section 5.05. Bank Accounts. Funds of the Partnership may be deposited in its name in such bank account or accounts as shall be designated from time to time by the General Partner. All withdrawals from Partnership accounts shall be made upon checks signed by or upon the authorization of the General Partner. The General Partner may designate one or more Persons to sign checks upon its authorization.

Section 5.06. Tax Status; Notice of Tax Controversy. The Partnership shall be treated and shall file its tax returns as a partnership for federal, state and municipal income tax and other tax purposes. If any Partner shall receive notice of a tax examination of the Partnership by federal, state or local authorities, he shall immediately give notice thereof to the General Partner.

Section 5.07. Tax Matters Partner; Tax Elections; Tax Returns.

(a) The General Partner is hereby designated as the Tax Matters Partner of the Partnership under Subchapter C of Chapter 63 as contained in subtitle F of the Code. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the Tax Matters Partner shall furnish the IRS with the name, address and profit interest of each of the Limited Partners; provided, however that such information is provided to the Partnership by the Limited Partners.

(b) The Tax Matters Partner is authorized, but not required:

(i) To enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (A) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the

IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner, or (B) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code);

(ii) In the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “final adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Partnership’s principal place of business is located;

(iii) To intervene in any action brought by any other Partner for judicial review of a final adjustment;

(iv) To file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(v) To enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and

(vi) To take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.

The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Partner, and the provisions relating to indemnification of the General Partner set forth in Section 3.10 of this Agreement shall be fully applicable to the Tax Matters Partner in its capacity as such.

(c) The Tax Matters Partner shall receive no compensation for its services. All third party costs and expenses incurred by the Tax Matters Partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or legal counsel to assist the Tax Matters Partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

(d) The Tax Matters Partner has the authority to make or not to make any election permitted to be made by the Partnership under the Code. Without limiting the generality of the foregoing, the Tax Matters Partner is authorized to make an election on behalf of the Partnership under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including, without limitation, the election under Section 754 of the Code) upon the General Partner’s determination in its sole and absolute discretion that such revocation is in the best interests of the Partners.

(e) The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

Section 5.08. Tax Matters Partner Not Liable. The Tax Matters Partner shall not be liable to any Partner or the Partnership on account of any action taken or not taken so long as it shall act in good faith in such capacity. Without limiting the generality thereof, the Tax Matters Partner shall be deemed to have acted in good faith in taking any action which benefits Partners holding at least ninety percent (90%) of the Units.

Section 5.09. Withholding. Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code. Any amount paid on behalf of or with respect to a Limited Partner shall constitute a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner within fifteen (15) days after notice from the General Partner that such payment must be made unless (i) the Partnership withholds such payment from a Distribution which would otherwise be made to the Limited Partner or (ii) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the Limited Partner. Any amounts withheld pursuant to the foregoing clauses (i) and (ii) shall be treated as having been distributed to such Limited Partner. Any tax credit available with respect to any withheld amount shall be allocated to the Partner with respect to whom such amount was withheld. Each Limited Partner hereby unconditionally and irrevocably grants to the Partnership a security interest in such Limited Partner’s Units to secure such Limited Partner’s obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 5.09 and authorizes the General Partner to file a financing statement without such Limited Partner’s signature in connection with such security interest. In the event that a Limited Partner fails to pay any amounts owed to the Partnership pursuant to this Section 5.09 when due, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner (including, without limitation, the right to receive Distributions). Any amounts payable by a Limited Partner hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, plus four percentage points (but not higher than the maximum lawful rate) from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or enforce the security interest created hereunder.

ARTICLE VI

DISSOLUTION AND CONTINUATION OF PARTNERSHIP

Section 6.01. Dissolution. The Partnership shall be dissolved and, unless continued, its assets shall be disposed of and its affairs wound up upon the occurrence of any of the following events:

(a) The expiration of the term in Section 1.03, including any extension thereof.

(b) The withdrawal or dissolution of the General Partner (except as permitted under Section 7.01).

(c) Special Partner Approval and approval by the General Partner of a voluntary agreement at any time to dissolve the Partnership.

(d) Entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act.

(e) The sale or other disposition (other than a disposition occurring upon a financing or refinancing) of all or substantially all of the assets and properties of the Partnership.

Section 6.02. Notice of Dissolution. In the event a dissolution of the Partnership occurs pursuant to Section 6.01, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners.

Section 6.03. Continuation of Partnership. In the event of the dissolution or withdrawal of the General Partner, all powers granted to the General Partner shall terminate and a new General Partner may be selected within ninety (90) days of the date of dissolution and the business of the Partnership may be continued as a successor limited partnership with the approval of (i) the General Partner and (ii) Limited Partners other than the General Partner holding more than 50% of the Units held by Partners other than the General Partner. If the business of the Partnership is so continued, the successor limited partnership shall be governed by the terms and provisions of this Agreement. If the Partnership is not so continued, the Partnership shall be liquidated in accordance with Article VIII.

Section 6.04. Extension of Term. The initial term of this Agreement as set forth in Section 1.03 shall be extended to December 31, 2124 if prior to the expiration of such initial term the extension is approved by Partners holding more than fifty percent (50%) of the outstanding Units.

ARTICLE VII

TRANSFER OF UNITS AND CHANGES IN PARTNERS

Section 7.01. General Partner Transfers Restricted.

(a) The General Partner shall not voluntarily withdraw from the Partnership or take any action described in item (B), (C) or (D) of the definition of “Bankruptcy” in Section 1.04, or Assign any of its Units, or dissolve or liquidate, except as provided in subsection (b) or (c) or as otherwise permitted by this Agreement.

(b) Notwithstanding the provisions of subsection (a), the General Partner may (i) Assign Units to another Person with Special Partner Approval, or (ii) grant a bona fide security interest in Units, and such Units may be Assigned to the secured party pursuant to such a security interest; provided, however, that the secured party will have no right to become a Substituted Partner except as provided in this Agreement.

(c) Notwithstanding the provisions of subsection (a), the General Partner may, at any time after the effective date of this Agreement, in its sole discretion, transfer and assign a portion of its Units to a wholly-owned subsidiary of the General Partner (the “New Partner”), and the New Partner shall, at the sole discretion of the General Partner, have the right to be admitted as a Limited Partner (the “New Limited Partner”) or a substituted General Partner (the “New General Partner”) of the Partnership. If the New Partner is admitted as a New Limited Partner, (i) any remaining Units held by the General Partner will continue to be held by it in its capacity as the General Partner and (ii) the New Limited Partner shall agree to be bound by all of the terms and obligations hereof. If the New Partner is admitted as a New General Partner, (i) any remaining Units held by the General Partner will be held by it in the capacity of a Limited Partner and (ii) the New General Partner shall assume all of the obligations of the General Partner as the general partner of the Partnership and shall agree to be bound by all of the terms and conditions hereof. The General Partner will not be relieved of any obligation accruing to it as the general partner of the Partnership upon such transfer to a New General Partner prior to the date of such transfer. The Partners hereby consent to any future transfer of Units by the General Partner to a New Limited Partner and its admission as a Limited Partner of the Partnership. The Partners further consent with respect to a New General Partner, to the transfer of Units to such New General Partner, to the withdrawal of the General Partner as the general partner of the Partnership upon such transfer, to the admission of the

New General Partner as the sole general partner of the Partnership, to the conversion of the General Partner’s status to that of a Limited Partner and to the admission of the General Partner as a Limited Partner of the Partnership. The Partners agree that the withdrawal of the General Partner as the general partner of the Partnership shall not dissolve the Partnership.

(d) Simultaneously with any transfer of Units described in Section 7.01(c), the General Partner shall amend and restate this Agreement as necessary, in order to effect such transfer of Units and the admission of the New Limited Partner or substituted New General Partner, as the case may be. The General Partner shall execute and deliver such amended and restated Agreement and will be bound by and agree to perform and comply with all the provisions imposing obligations or limitations on the General Partner (in its capacity as a General Partner, Limited Partner or REIT, as the case may be) and will guarantee to the Limited Partners (and not to any Person that is not a party to the Agreement) the due and punctual performance by the New Limited Partner or the New General Partner, as the case may be, of all of the New Limited Partner’s or New General Partner’s obligations thereunder.

Section 7.02. Limited Partner Transfers Restricted.

(a) No Limited Partner shall Assign all or any portion of his Units, or any of such Limited Partner’s rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, except as follows (subject in each such case to the satisfaction of the requirements of Sections 7.03, 7.04 and 7.05 and provided that the Assignee will have no right to become a Substituted Partner except as provided in this Agreement):

(i) If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to assign all or any part of his or its interest is the Partnership; however, the Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

(ii) If a Limited Partner is a partnership, corporation or trust, the Limited Partner shall be permitted to distribute to any of its equity owners such equity owner’s pro rata share of Units.

(iii) A Limited Partner may Assign all or a portion of his Units to a member of his Immediate Family or to an entity for the benefit of one or more members of his Immediate Family.

(iv) A Limited Partner may Assign all or a portion of his Units to a charitable organization within the meaning of Section 501(c)(3) of the Code in a donative transfer.

(v) A Limited Partner may redeem his Units as provided in Section 7.07.

(vi) A Limited Partner may Assign Units to another Limited Partner.

(vii) A Limited Partner may Assign Units to a trust for the benefit of employees of (A) the Partnership, (B) any direct or indirect Subsidiary of the General Partner, (C) Duke Services or (D) any direct or indirect Subsidiary of Duke Services.

(b) Any purported Assignment respecting a Partnership interest by a Limited Partner in violation of Section 7.02(a) shall be void ab initio and shall not be given effect for any purpose by the Partnership. Any Assignment of Units by the General Partner is controlled by Section 7.01 and not by this section.

(c) Notwithstanding the provisions of subsection (a), no Assignment by a Limited Partner may be permitted or recognized by the Partnership if the General Partner determines, in its sole discretion, that such Assignment might result in the disqualification of the General Partner as a REIT or the classification of the Partnership as an association taxable as a corporation.

(d) Notwithstanding the provisions of subsection (a), a Limited Partner may grant a bona fide security interest in Units, and such Units may be Assigned to the secured party pursuant to such a security interest; provided, however, that the secured party will have no right to become a Substituted Partner except as provided in this Agreement.

(e) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Assignment and substitution with respect to all of such Limited Partner’s Units in accordance with this section.

Section 7.03. Transfer and Assignment of Partnership Interest.

(a) To the extent permitted by Section 7.02, a Limited Partner or Assignee shall have the right to Assign all or any portion of its Units by a signed, written assignment document in compliance with and subject to Sections 7.04 and 7.05, provided that (i) the terms of such assignment document are not in contravention of any of the provisions of this Agreement; (ii) such assignment document is fully executed by the assignor and Assignee; (iii) such assignment document is received by the Partnership and recorded on the books thereof, (iv) the General Partner, in its sole discretion, approves the Assignment documents and, to the extent required by Section 7.02, approves the Assignment, and (v) the Partner provides an opinion of counsel, if required by the General Partner, satisfactory to the General Partner, that no material adverse tax or securities law effects will result to the Partnership or the other Partners from such Assignment.

(b) In the event of an Assignment of Units, the following rules shall govern:

(i) The effective date of an Assignment of Units shall be that date set forth on the written instrument of Assignment; provided, however, that no Assignment shall be retroactive and the effective date of an Assignment shall only be the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees.

(ii) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the Partner or Assignee of Record with respect to such Units as the absolute owner thereof in all respects and shall incur no liability for Distributions of cash or other property made in good faith to such Partner or Assignee of Record until such time as a certificate for the Units Assigned, properly endorsed, has been delivered to the Partnership for registration of the Assignment and any required approvals are given.

(iii) An Assignee shall be entitled to receive Distributions of cash or other property from the Partnership attributable to the Units acquired by reason of such Assignment from and after the effective date of the Assignment of such Units to the Assignee except as provided in subparagraph (ii) above.

(iv) The Profits, Losses, income, expense, deductions or credits attributable to the interest acquired by reason of such Assignment shall be divided among and allocated between the assignor and Assignee of such Units in accordance with Section 7.06.

Section 7.04. Substitution as a Partner. No Assignee of the whole or any portion of Units shall have the right to become a Substituted Partner in place of the assignor unless all of the following conditions are satisfied:

(i) The assignor and Assignee execute a written instrument of Assignment, together with such other instruments as the General Partner may deem necessary or desirable to effect the admission of the Assignee as a Substituted Partner, and by which the Assignee agrees to be bound by this Agreement.

(ii) Such instrument of Assignment provided for herein has been delivered to and received by the General Partner.

(iii) The conditions to such substitution in Section 7.05 have been satisfied.

(iv) The written consent of the General Partner to such substitution has been obtained, the granting or denial of which shall be within the sole and absolute discretion of the General Partner, provided that the consent of the General Partner to such substitution shall be withheld if the General Partner shall not have received evidence satisfactory to it that the Substituted Partner is authorized to acquire the interest so Assigned and has the appropriate financial resources to acquire the Units Assigned to it.

(v) A transfer fee has been paid to the Partnership which is sufficient to cover all reasonable expenses connected with such Assignment and substitution, including, but not limited to, legal and filing or recording fees.

Section 7.05. Additional Conditions to Assignment and Substitution. The General Partner and the Partnership shall not recognize any Assignment or substitution for any purpose if the Partnership shall not have received, if required by the General Partner, an opinion of counsel regularly employed by the Partnership (or other counsel reasonably satisfactory to the General Partner) to the effect that such Assignment (A) will not result is termination of the Partnership under the Act; (B) will not result in termination of the Partnership for federal income tax purposes or, if it does result in such a termination, such termination will not cause material adverse federal income tax consequences to the Partnership or the other Partners; (C) will not change the status of the Partnership as a partnership for federal income tax purposes; (D) will not give rise to liability of the Partnership, any Partner or any agent or advisor of any Partner for violation of the securities Laws of the United States or any state thereof; and (E) will not cause the Partnership to become subject to payment of the Indiana Gross Income Tax. Notwithstanding the foregoing restrictions, a redemption or purchase of the Common Units by the General Partner pursuant to the Redemption Rights granted in Section 7.07 shall not be deemed to be an Assignment for the purposes of this Section 7.05.

Section 7.06. Allocation Upon Assignment or Redemption. If any Units are Assigned during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article VII or redeemed pursuant to Section 7.07, Profits, Losses, each item thereof and all other items attributable to such Units for such fiscal year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the fiscal year in accordance with Section 4.09.

Section 7.07. Redemption Right.

(a) Subject to Section 7.07(b) and any other applicable agreement between the Partnership and a Limited Partner, each Limited Partner shall have the right (the “Redemption Right”) but not the obligation to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Units held by such Limited Partner at a redemption price per Common Unit equal to and in the

form of the Redemption Amount. The Redemption Right shall be exercised pursuant to one or more Notices of Redemption delivered to the General Partner by the Limited Partner (or the Limited Partner’s attorney-in-fact) who is exercising the Redemption Right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Common Units subject to the Notice of Redemption pursuant to Section 7.07(b). A Limited Partner may not exercise the Redemption Right for less than 10 Units or, if such Limited Partner holds less than 10 Units, all of the Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Units so redeemed, to receive any Distributions paid after the Specified Redemption Date.

(b) Notwithstanding the provisions of Section 7.07(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Units described in the Notice of Redemption to the General Partner, and the General Partner may, in its sole and absolute discretion, purchase directly and acquire such Units by paying to the Redeeming Partner the Redemption Amount on the Specified Redemption Date, whereupon the General Partner shall acquire the Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner shall exercise its right to purchase Units from the Redeeming Partner pursuant to this Section 7.07(b), the General Partner shall not have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. In the event the General Partner shall exercise its right to purchase Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 7.07(b), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Units to the General Partner for federal income tax purposes. Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Redemption Right including, but not limited to, written representations as to tax or securities law matters, and any certificates representing such REIT Shares may bear legends regarding federal and state securities transfer restrictions and imposing reasonable requirements for any transfer.

(c) The General Partner shall at all times reserve and keep available for issuance upon the exercise of the Redemption Right such number of its authorized but unissued REIT Shares as will be sufficient to permit the exercise in full of the Redemption Right by all holders of Units. All REIT Shares, when issued upon exercise of a Redemption Right, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights.

(d) The Redemption Ratio is 1.0, subject to adjustments as follows:

(i) In case the General Partner shall (A) pay or make a dividend or other distribution on the outstanding REIT Shares in REIT Shares, (B) subdivide or reclassify the outstanding REIT Shares into a greater number of REIT Shares, or (C) combine or reclassify the outstanding REIT Shares into a smaller number of REIT Shares, the Redemption Ratio in effect at the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution or subject to such subdivision, combination or reclassification shall be proportionately adjusted so that a holder of Units shall be entitled to receive, upon redemption thereof, the number of REIT Shares which the holder would have owned at the opening of business on the day following the date fixed for such determination had such Units been redeemed immediately prior to such determination.

(ii) In case the Partnership shall subdivide or reclassify the outstanding Units into a greater number of Units, the Redemption Ratio in effect at the opening of business on the day following the date fixed for the determination of Unit holders subject to such subdivision or reclassification shall be proportionately adjusted so that a holder of Units shall be entitled to receive, upon redemption thereof, the number of REIT Shares which the holder would have owned at the opening of business on the day following the date fixed for such determination had such Units been redeemed immediately prior to such determination.

(iii) In case the General Partner (A) shall issue rights or warrants to all holders of REIT Shares entitling them to subscribe for or purchase REIT Shares at a price per share less than the Current Market Price per REIT Share on the date fixed for the determination of shareholders entitled to receive such rights or warrants, (B) shall not issue similar rights or warrants to all holders of Units entitling them to subscribe for or purchase RETT Shares or Units at a comparable price (determined, in the case of Units, by reference to the Redemption Ratio), and (C) cannot issue such rights or warrants to a Person exercising a Redemption Right as otherwise required by the definition of REIT Shares Amount in Section 1.04, then the Redemption Ratio in effect at the opening of business on the day following the date fixed for such determination shall be increased by multiplying such Redemption Ratio by a fraction of which the numerator shall be the number of REIT Shares outstanding at the close of business on the date fixed for such determination plus the number of REIT Shares so offered for subscription or purchase, and of which the denominator shall be the number of REIT Shares outstanding at the close of business on the date fixed for such determination plus the number of REIT Shares which the aggregate offering price of the total number of REIT Shares so offered for subscription would purchase at such Current Market Price per share, such increase of the Redemption Ratio to become effective immediately after the opening of business on the day following the date fixed for such determination.

(iv) In case the General Partner shall, by dividend or otherwise, distribute to all holders of its common stock (i) shares of capital stock of any class other than its common stock, (ii) evidences of its indebtedness or (iii) assets (excluding any rights or warrants referred to in subparagraph (iii) of this subsection (d), any cash dividend or distribution lawfully paid under the laws of the state of incorporation of the General Partner, and any dividend or distribution referred to in subsection (d)(i)) and the General Partner shall not cause a corresponding distribution to be made to all holders of Units, the Redemption Ratio shall be adjusted so that the same shall equal the ratio determined by multiplying the Redemption Ratio in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by a fraction of which the numerator shall be the Current Market Price per REIT Share on the date fixed for such determination, and of which the denominator shall be such Current Market Price per REIT Share less the fair market value (as determined by the Board of Directors of the General Partner, whose determination shall be conclusive and described in a Board resolution certified by the Secretary of the General Partner and delivered to the holders of the Units) of the portion of the shares of capital stock or evidences of indebtedness or assets so distributed applicable to one REIT Share, such adjustment to become effective immediately

prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution.

(v) In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing corporation) into securities other than REIT Shares, the Units shall thereafter be redeemable into the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares into which such Units would be redeemable immediately prior to such reclassification.

(vi) For purposes of this subsection (d), if the General Partner receives consideration other than cash for any of its securities, the value of such consideration is to be determined by the Board of Directors of the General Partner in the exercise of its reasonable business judgment and the basis for such valuation shall be included in any certificate delivered by the General Partner pursuant to Section 5.03(c).

Section 7.08. Effect of Transfer. Any Assignee or other transferee of Units or any interest therein shall take subject to the restrictions and conditions to transfer imposed by this Article.

ARTICLE VIII

LIQUIDATION

Section 8.01. Liquidation Determination. In the event of dissolution where the Partnership is not continued pursuant to this Agreement or otherwise, the Partnership shall be liquidated.

Section 8.02. Liquidation Procedure. A reasonable time, as determined by the General Partner, from the date of an event of dissolution shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities. Upon the completion of dissolution in accordance with the terms hereof, the Partnership shall terminate and the General Partner shall execute, acknowledge and cause to be filed a certificate of cancellation of the Partnership whereupon it shall cease to exist in all respects. In the event of a dissolution of the Partnership, liquidation of the assets of the Partnership and discharge of its liabilities may be carried out by a liquidation trustee or receiver, who shall be a bank or trust company or other person or firm having experience in managing, liquidating or otherwise handling property of the type then owned by the Partnership. Such liquidation trustee or receiver shall be designated by the General Partner (or in the absence of the General Partner, by the Limited Partners holding more than 50% of the Units). A liquidation trustee shall be not personally liable for the debts of the Partnership but otherwise shall have such obligations and authorities as are given the General Partner pursuant to this Agreement or as may be agreed upon between the Partners and said liquidation trustee.

Section 8.03. Allocation of Liquidation Proceeds. Upon liquidation of the Partnership, and subject to Section 2.05 hereof, the liquidation proceeds shall be applied and distributed in the following manner and order of priority:

(i) To the payment of liabilities of creditors other than Partners and to the expenses of liquidation;

(ii) To the setting up of any reserves which the General Partner determines reasonably necessary for any contingent liabilities of the Partnership or of any Partner arising out of or in connection with a Partnership liability, which revenues shall be paid over by the Partnership to an escrow agent or shall be held for the purpose of disbursing such reserves in payment of any such contingent liabilities and, at the expiration of such period as the General Partner shall deem

advisable, the balance of which shall be distributed as otherwise provided in this section;

(iii) To the payment of any liabilities to the Partners (other than Capital Accounts), arising out of or in connection with a Partnership liability, or if the amount available for such payment is insufficient, a pro rata portion thereof; and

(iv) The remainder to the Partners in accordance with Section 4.04 of this Agreement.

ARTICLE IX

MISCELLANEOUS

Section 9.01. Notice. All notices, elections, consents and approvals under this Agreement shall be in writing, and shall be effectively given to any Partner if delivered to the Partner or if mailed by certified mail, return receipt requested, to such Partner at the address provided to the General Partner. Any Partner may change his or its address for notice by giving notice of such change to the General Partner.

Section 9.02. Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

Section 9.03. Assigns and Successors in Interest. Except as otherwise provided herein, this Agreement shall be binding upon and shall run for the benefit of the parties executing this Agreement, and the personal representatives, heirs, legatees, devisees, assigns and successors in interest of the Partners.

Section 9.04. Assignment. No Partner to this Agreement may Assign its Units or any right therein to any other Person except as expressly permitted by this Agreement. However, in the event of any Assignment of Units in accordance with the provisions of this Agreement, the Partners agree to execute such documents as may be necessary to effect such change, including required changes to this Agreement and the Certificate described in Section 9.06.

Section 9.05. Amendment.

(a) The General Partner, without obtaining the consent of the other Partners, may amend this Agreement at any time, in its sole and exclusive discretion, but only to reflect:

(i) A change in the name of the Partnership;

(ii) A change in the principal place of business of the Partnership;

(iii) The admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement, so long as any Person admitted or substituted as a Partner executes a written document agreeing to be bound by this Agreement;

(iv) A change that (A) is of an inconsequential nature and does not adversely affect the Limited Partners or any Assignees in any material respect or (B) is required by this Agreement;

(v) A change to set forth the rights, powers, duties, and preferences of the holders of any additional Partnership interests issued pursuant to Section 4.02(b) hereof;

(vi) A change to satisfy any requirements, or conditions contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; or

(vii) A change to Exhibit L, M and N in accordance with the terms of such Exhibits.

(b) This Agreement may be otherwise amended with the consent of the General Partner and Special Partner Approval. Notwithstanding the preceding sentence, any amendment which would have any of the following effects must be consented to in writing by each Partner whose rights or obligations as expressly provided in this Agreement are directly and adversely affected by such amendment:

(i) Increase or decrease a Partner’s obligation to contribute to the Partnership or decrease the Capital Account of a Partner;

(ii) Alter the allocations of Profits and Losses;

(iii) Alter the manner of computing Distributions;

(iv) Alter the right of a Partner to Assign his Units and any rights provided in this Agreement to substitute another Person as a Partner;

(v) Alter the voting rights or status of Partners;

(vi) Alter or modify the Redemption Right and Redemption Amount as set forth in Section 7.07 and related definitions;

(vii) Alter the procedures for amending this Agreement; or

(c) Notwithstanding the foregoing, the unanimous consent of the Partners is required for any amendment which, in the opinion of counsel for the Partnership:

(i) Is in violation of the provisions of the Act;

(ii) Would cause the Limited Partners to incur liability as general partners; or

(iii) Would result in the Partnership being treated as other than a partnership for federal income tax purposes.

(d) Section 2.05 shall not be amended without the consent of two-thirds in number of the Obligated Partners.

(e) Amendments to this Agreement may be proposed by the General Partner or by a proposal in writing signed by Partners holding ten percent (10%) or more of the outstanding Units, such proposal to be given to the General Partner and the other Partners at the addresses appearing in the records of the Partnership.

(f) The General Partner shall provide written notice to the Limited Partners when any action under subsection (a) is taken.

Section 9.06. Certificate of Limited Partnership. The Partnership has previously filed a Certificate of Limited Partnership in the Office of the Secretary of State of Indiana. The Partnership shall amend such certificate as required by the Act in connection with this Second Amended and Restated Agreement of Limited Partnership and shall file additional Certificates of Limited Partnership in such other office or offices in such other jurisdiction or jurisdictions where such filings are required by applicable law or deemed desirable by the General Partner. In the event of any change requiring the cancellation or amendment of such certificate under the Act or such other applicable law, the General Partner shall cause the certificate to be cancelled or amended in accordance with law by an appropriate filing, without the necessity of first obtaining the prior consent of the other Partners.

Section 9.07. Further Assurances. The Partners will execute and deliver such further instruments and do such further acts and things as may be necessary to carry out the intent and purpose of this Agreement.

Section 9.08. Warranties of Representatives. Each Person executing this Agreement on behalf of a party hereto represents and warrants that he has been fully empowered to execute this Agreement, and that all necessary action for the execution of this Agreement has been taken.

Section 9.09. Computation of Time. In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period shall run until the end of the next day that is not a Saturday, Sunday or legal holiday.

Section 9.10. Captions. Article and section titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

Section 9.11. Identification. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural; and the masculine gender shall include the feminine and neuter genders.

Section 9.12. Counterparts. This Agreement may be executed in any number of counterparts or by separate signature pages identified as such and all of such counterparts or signature pages shall for all purposes constitute an agreement binding on the parties hereto, notwithstanding that all parties are not signatory to the same counterpart or signature page.

Section 9.13. Partners’ Capability. Anything in this Agreement to the contrary notwithstanding, no Partner, or any Assignee of the interests thereof, shall be a Person or organization prohibited by law from becoming such. Any assignment of an interest in the Partnership to any Person or organization not meeting such standard shall be void and ineffective and shall not bind the Partnership.

Section 9.14. Severability. If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement will continue in full force and effect so far as the intent of the parties can be carried out.

Section 9.15. Approval or Consent. Except as otherwise provided herein, any approval or consent required in this Agreement by Partners holding Units shall be deemed given upon the affirmative vote at a meeting, or the execution of a written ballot or consent form indicating consent, by Partners holding more than fifty percent (50%) of the Common Units. The term “consent” shall comprise the word “approve” as used in the Act

Section 9.16. Meetings. Meetings of the Partnership may be called by the General Partner and shall be called by the General Partner upon the written request of the Partners holding more than ten percent (10%) of the Units.

Section 9.17. Consent of Partners and Assignees. By acceptance of a Unit, each Partner and each Assignee expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners, and each such Partner and Assignee shall be bound by the results of such action.

Section 9.18. Limitation on Benefits of this Agreement. It is the explicit intention of the Partners that no Person other than the Partners and the Partnership (and, to the extent provided in Section 3.10, the Persons entitled to be indemnified thereunder) is or shall be entitled to bring any action by or on

behalf of the Partnership to enforce any provision of this Agreement against any Partner (or its successors and assigns) or the Partnership, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the Partners (or their respective successors and assigns as permitted hereunder) and the Partnership (and, to the extent provided in Section 3.10, the Persons entitled to be indemnified thereunder).

Section 9.19. Special Power of Attorney.

(a) By executing this Agreement, in person or by attorney-in-fact, each Limited Partner (and each Substituted Partner by acceptance of Units) constitutes and appoints the General Partner as the attorney-in-fact for such Limited Partner, with power and authority to act in its name and on its behalf to approve, execute, acknowledge and swear to the execution, acknowledgment and filing of the following documents:

(i) Any amendments to this Agreement which are permitted under Section 9.05(a) or for which the required consent has been given under Section 9.05(b), 9.05(c) or Section 9.05(d), any separate certificates of limited partnership, as well as any amendments to the foregoing which, under the laws of the State of Indiana or the laws of any other state, are required to be made or filed or which are required to be made or filed by any governmental agency;

(ii) Any certificates of limited partnership, as well as any amendments to the foregoing which, under the laws of the State of Indiana or the laws of any other state, are required to be filed or which the General Partner deems it advisable to file;

(iii) Any other instrument or document which may be required to be filed by the Partnership under the laws of any state or by any governmental agency; and

(iv) Any instrument or document which may be required to effect the continuation of the Partnership, the admission of an Additional Limited Partner or Substituted Partner, or the dissolution and termination of the Partnership (provided such continuation, admission or dissolution and termination are in accordance with the terms of this Agreement), or to reflect any reductions in amount of contributions of Partners.

(b) The special power of attorney granted by each Limited Partner:

(i) Is a special power of attorney coupled with an interest, is irrevocable, shall survive the death of the granting Limited Partner (if an individual), and is limited to those matters herein set forth;

(ii) May be exercised by the General Partner acting alone for each Limited Partner by a facsimile signature of the General Partner or by listing all of the Limited Partners executing any instrument with a single signature of the General Partner acting as an attorney-in-fact for all of them; and

(iii) Shall survive an Assignment by a Limited Partner of all or any portion of its Units except that, where the Assignee of the Units owned by a Limited Partner has been approved by the General Partner for admission to the Partnership as a Substituted Partner, the special power of attorney shall survive such Assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument or document necessary to effect such substitution.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Limited Partnership this 2 nd day of July, 1999.

				GENERAL PARTNER:

				DUKE REALITY INVESTMENTS, INC.


			By:	/s/ Darell E. Zink, Jr.
				Darell E. Zink, Jr. Executive Vice President and Chief Financial Officer

				LIMITED PARTNERS:

				DUKE REALTY INVESTMENTS, INC., as attorney-in-fact for the Pre-Merger Limited Partners of Duke Realty Limited Partnership listed in Exhibit A hereto


			By:	/s/ Darell E. Zink, Jr.
				Darell E. Zink , Jr. Executive Vice President and Chief Financial Officer

		WEEKS GP HOLDINGS, INC., on behalf of the Pre-Merger Limited Partners of Weeks Realty, L.P. listed on Exhibit A hereto and pursuant to the Consent of the Limited Partners approving the merger of Weeks Realty, L.P. with and into Duke Realty Limited Partnership and related transactions

	By:	[ILLEGIBLE]

EXHIBIT 12.1

DUKE REALTY LIMITED PARTNERSHIP

EARNINGS TO FIXED CHARGES CALCULATION

(in thousands, except ratios)

	December 31, 2006

Net income from continuing operations, less preferred distributions		$	106,924
Preferred distributions			56,419
Interest expense			179,007
Earnings before fixed charges		$	342,350


Interest expense		$	179,007
Interest costs capitalized			36,260
Total fixed charges			215,267

Preferred distributions			56,419
Total fixed charges and preferred distributions		$	271,686


Ratio of earnings to fixed charges			1.59

Ratio of earnings to combined fixed charges and preferred distributions			1.26

EXHIBIT 12.2

DUKE REALTY LIMITED PARTNERSHIP

EARNINGS TO DEBT SERVICE CALCULATIONS

(in thousands, except ratios)

	December 31, 2006

Net income from continuing operations, less preferred distributions	$	106,924
Interest expense (excludes amortization of deferred financing fees)		171,092
Earnings before debt service	$	278,016

Interest expense (excludes amortization of deferred financing fees)	$	171,092
Recurring principal amortization		9,734
Total debt service	$	180,826

Ratio of earnings to debt service		1.54

Exhibit 21.1

	State of Incorporation	Name under which Subsidiary Conducts
Subsidiary	or Organization	Business

The financial statements of the following entities were consolidated into the financial
statements of the Registrant at December 31, 2006:

Dining In, Inc.	Missouri	Dining In, Inc.
Duke Acquisition, Inc.	Georgia	Duke Acquisition, Inc.
Duke Realty Ohio	Indiana	Duke Realty Ohio
Duke Construction Limited Partnership	Indiana	Duke Construction Limited Partnership
Duke Realty Construction, Inc.	Indiana	Duke Realty Construction, Inc.
Duke Realty Services, LLC	Indiana	Duke Realty Services, LLC
Duke Realty Services Limited Partnership	Indiana	Duke Realty Services Limited Partnership
Duke Realty Limited Partnership	Indiana	Duke Realty Limited Partnership
Duke Business Centers Corporation	Indiana	Duke Business Centers Corporation
Kenwood Office Associates	Ohio	Kenwood Office Associates
Duke-Weeks Construction Services, Inc.	Georgia	Duke-Weeks Construction Services, Inc.
Duke- Weeks Realty Services, Inc.	Georgia	Duke-Weeks Realty Services, Inc.
Duke Kentucky, Inc.	Kentucky	Duke Kentucky, Inc.
Dugan SSP Realty, LLC	Indiana	Dugan SSP Realty, LLC
Mark Center TMP, LLC	Delaware	Mark Center TMP, LLC
ADS Place Phase I, LLC	Delaware	ADS Place Phase I, LLC

The Registrant accounted for the following entities on the equity method at December 31, 2006:

B/D Limited Partnership	Indiana	B/D Limited Partnership
Campus Development, LLC	Ohio	Campus Development, LLC
Cincinnati Development Group LLC	Ohio	Cincinnati Development Group LLC
Dividend Discount Model.com LLC	Indiana	Dividend Discount Model.com LLC
Dugan Office, LLC	Indiana	Dugan Office, LLC
Dugan Realty, LLC	Indiana	Dugan Realty, LLC
Dugan Texas, LLC	Delaware	Dugan Texas, LLC
Duke Platinum, LLC	Indiana	Duke Platinum, LLC
DWT Gateway I, LLC	N. Carolina	One Gateway Centre, LLC
DWT Gateway II, LLC	N. Carolina	Two Gateway Centre, LLC
Duke-Hawk, LLC	Indiana	Duke-Hawk, LLC
Hillside Partnership One LP	Georgia	Hillside Partnership One
Horizon Park Developers, Inc.	Georgia	Horizon Park Developers, Inc.
Lamida Group, LLC	Indiana	Lamida Group, LLC
Lirector, Inc.	Illinois	Lirector, Inc.
Northwinds Land, LLC	Georgia	Northwinds Land, LLC
Park Fletcher Limited Partnership 2728	Indiana	Park Fletcher Limited Partnership 2728
Post Road Limited Partnership	Indiana	Post Road Limited Partnership
Cincinnati Development Group/Other Ventures LLC	Ohio	Cincinnati Development Group/Other Ventures LLC
Dugan Millenia LLC	Florida	Dugan Millenia LLC
Park Creek Venture	Indiana	Park Creek Venture
BD Adena Development LLC	Ohio	BD Adena Development LLC
BD Overlook Development, LLC	New Jersey	BD Overlook Development, LLC
BD Evansville Development, LLC	Indiana	BD Evansville Development, LLC
BD SMMC Development, LLC	Indiana	BD SMMC Development, LLC
BD Plainfield Development, LLC	Illinois	BD Plainfield Development, LLC
BD Clermont Development, LLC	Ohio	BD Clermont Development, LLC
BD Greenwood Development, LLC	Indiana	BD Greenwood Development, LLC
BD Kendall, LLC	Indiana	BD Kendall, LLC
BD Richmond Development, LLC	Virginia	BD Richmond Development, LLC
Physicians Office Building of Fort Wayne, LLC	Indiana	Physicians Office Building of Fort Wayne, LLC
BD St. Louis Development, LLC	Indiana	BD St. Louis Development, LLC
BD Miamisburg Development, LLC	Indiana	BD Miamisburg Development, LLC
AD Pembroke Gardens, LLC	Indiana	AD Pembroke Gardens, LLC
Shoppes of Montage, LLC	Indiana	Shoppes of Montage, LLC
Browning/Duke, LLC	Delaware	Browning/Duke, LLC
DRCS, LLC	Delaware	DRCS, LLC
P&L Duke 3630 Peachtree, L.P.	Georgia	P&L Duke 3630 Peachtree, L.P.
Quantico Real Estate, LLC	Delaware	Quantico Real Estate, LLC
Lafayette Real Estate, LLC	Delaware	Lafayette Real Estate, LLC

The Registrant accounted for the following entity on the cost method at December 31, 2006:

Pinnacle Media, LLC	Indiana	Pinnacle Media, LLC

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Partners
Duke Realty Limited Partnership:

We consent to the incorporation by reference in the registration statements No.333-108557-01, No. 333-120492-01 and No. 333-136173-01 on Form S-3 of Duke Realty Limited Partnership of our reports dated March 12, 2007, relating to the consolidated balance sheets of Duke Realty Limited Partnership and Subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, cash flows, and partners’ equity for each of the years in the three-year period ended December 31, 2006, and related financial statement schedule III, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006, and the effectiveness of internal control over financial reporting as of December 31, 2006, which reports appear in the December 31, 2006 annual report on Form 10-K of Duke Realty Limited Partnership.

/s/ KPMG LLP


Indianapolis, Indiana
March 12, 2007

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Dennis D. Oklak, Matthew A. Cohoat, and Howard L. Feinsand, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual reports on Form 10-K of Duke Realty Corporation and Duke Realty Limited Partnership for the year ended December 31, 2006, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated: February 25, 2007
	/s/	Barrington H. Branch
		Barrington H. Branch

POWER OF ATTORNEY

Dated: February 22, 2007
	/s/	Geoffrey Button
		Geoffrey Button

POWER OF ATTORNEY

Dated: February 23, 2007
	/s/	William Cavanaugh III
		William Cavanaugh III

POWER OF ATTORNEY

Dated:February 22, 2007
	/s/	Ngaire E. Cuneo
		Ngaire E. Cuneo

POWER OF ATTORNEY

Dated: February 23, 2007
	/s/	Charles R. Eitel
		Charles R. Eitel

POWER OF ATTORNEY

Dated: February 21, 2007
	/s/	Dr. R. Glenn Hubbard
		Dr. R. Glenn Hubbard

POWER OF ATTORNEY

Dated: February 22, 2007
	/s/	Dr. Martin C. Jischke
		Dr. Martin C. Jischke

POWER OF ATTORNEY

Dated: February 22, 2007
	/s/	L. Ben Lytle
		L. Ben Lytle

POWER OF ATTORNEY

Dated: February 22, 2007
	/s/	William O. McCoy
		William O. McCoy

POWER OF ATTORNEY

Dated: February 22, 2007
	/s/	Jack R. Shaw
		Jack R. Shaw

POWER OF ATTORNEY

Dated: February 22, 2007
	/s/	Robert J. Woodward, Jr.
		Robert J. Woodward, Jr.

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Dennis D. Oklak, certify that:

1. I have reviewed this Annual Report on Form 10-K of Duke Realty Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:		March 12, 2007


/s/ Dennis D. Oklak
Dennis D. Oklak
Chief Executive Officer
	of the General Partner

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Matthew A. Cohoat, certify that:

1. I have reviewed this Annual Report on Form 10-K of Duke Realty Limited Partnership;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 12, 2007


/s/ Matthew A. Cohoat
Matthew A. Cohoat
Executive Vice President
and Chief Financial Officer
of the General Partner

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Duke Realty Limited Partnership (the “Partnership”) on Form 10-K for the year ending December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis D. Oklak, Chief Executive Officer of the General Partner, certify, pursuant to 18 U.S.C. § Section 1350, as adopted pursuant to § Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/		Dennis D. Oklak
Dennis D. Oklak
Chief Executive Officer of the
	General Partner
Date: March 12, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Duke Realty Limited Partnership, and will be retained by Duke Realty Limited Partnership and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Duke Realty Limited Partnership (the “Partnership”) on Form 10-K for the year ending December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
I, Matthew A. Cohoat, Executive Vice President and Chief Financial Officer of the General Partner, certify, pursuant to 18 U.S.C. § Section 1350, as adopted pursuant to § Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Partnership.

/s/	Matthew A. Cohoat
Matthew A. Cohoat
Executive Vice President and
Chief Financial Officer of the
General Partner
Date:		March 12, 2007

Exhibit 99.1

SELECTED QUARTERLY FINANCIAL INFORMATION

(Unaudited)

Selected quarterly information for the years ended December 31, 2006 and 2005 is as follows (in thousands, except per unit amounts):

	Quarter Ended
2006	December 31		September 30			June 30		March 31

Revenues from continuing Rental Operations	$	218,016	$	204,658	$	203,660	$	192,336
Revenues from continuing Service Operations		47,927		22,474		9,718		10,006

Net income available for common unitholders	$	55,055	$	67,970	$	24,068	$	12,706
Basic income per common unit	$	0.37	$	0.46	$	0.16	$	0.09
Diluted income per common unit	$	0.37	$	0.45	$	0.16	$	0.09
Weighted average common units		147,504		148,328		148,273		148,175
Weighted average common units and potential
dilutive common equivalents		149,020		150,947		149,364		149,265
Funds From Operations (1)	$	112,674	$	97,644	$	86,729	$	74,523

2005	December 31		September 30			June 30		March 31

Revenues from continuing Rental Operations	$	175,686	$	167,740	$	167,803	$		157,378
Revenues from continuing Service Operations		13,914		22,584		23,748			21,695
Net income available for common unitholders		33,120		233,689		44,269			28,161
Basic income per common unit	$	0.22	$	1.50	$	0.28	$		0.18
Diluted income per common unit	$	0.22	$	1.48	$	0.28	$		0.18
Weighted average common units		150,247		156,110		156,986			156,947
Weighted average common units and potential dilutive common equivalents		151,145		158,468		157,696			157,720
Funds From Operations (1)	$	92,816	$	95,478	$	96,274	$		89,742

(1) Funds From Operations (“FFO”) is used by industry analysts and investors as a supplemental operating performance measure of an equity real estate investment trust (“REIT”) like our General Partner. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from net income determined in accordance with United States generally accepted accounting principles (“GAAP”). FFO is a non-GAAP financial measure developed by NAREIT to compare the operating performance of REITs. The most comparable GAAP measure is net income (loss). FFO should not be considered as a substitute for net income or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other companies.

Management believes that the use of FFO, combined with the required primary GAAP presentations, has improved the understanding of operating results of REITs among the investing public and made comparisons of REIT operating results more meaningful. Management considers FFO to be a useful measure for reviewing comparative operating and financial performance (although FFO should be reviewed in conjunction with net income which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO provides a useful comparison of the operating performance of our real estate between periods or as compared to different companies.

Item No.

PART I

1.		Business
1A.		Risk Factors
1B.		Unresolved Staff Comments
2.		Properties
3.		Legal Proceedings
4.		Submission of Matters to a Vote of Security Holders

PART II

5.		Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6.		Selected Financial Data
7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
7A.		Quantitative and Qualitative Disclosures About Market Risk.
8.		Financial Statements and Supplementary Data
9.		Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
9A.		Controls and Procedures.
9B.		Other Information

PART III

10.		Directors and Executive Officers of the General Partner.
11.		Executive Compensation
12.		Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
13.		Certain Relationships and Related Transactions
14.		Principal Accountant Fees and Services

PART IV

15.		Exhibits and Financial Statement Schedules.

Signatures



ARTICLE I	GENERAL PROVISIONS

Section 1.01.		Name

Section 1.02.		Place of Business

Section 1.03.		Continuation and Term

Section 1.04.		Definitions

ARTICLE II	MEMBERS AND STATUS

Section 2.01.		The Partners

Section 2.02.		Additional Partners

Section 2.03.		Classification and Ownership of Units

Section 2.04.		Liability of General Partner

Section 2.05.		Limitation Upon Liability of Limited Partners

ARTICLE III	SCOPE OF PARTNERSHIP AND MODE OF OPERATION

Section 3.01.		Scope of Partnership

Section 3.02.		Powers of the Partnership

Section 3.03.		Management of the Partnership

Section 3.04.		Limitation on Powers

Section 3.05.		Non-Participation in Management by Limited Partners

Section 3.06.		Time to be Devoted to Business

Section 3.07.		Dealings With Related Entities

Section 3.08.		Other Business

Section 3.09.		Restriction on the General Partner and Partnership Activities

Section 3.10.		Indemnification

Section 3.11.		Voting Rights of Partners

Section 3.12.		Approval Procedures

Section 3.13.		Loans to and from the Partnership

Section 3.14.		Reimbursement of Expenses

Section 3.15.		Indemnification of Certain Recourse Debt

ARTICLE IV	CAPITAL CONTRIBUTIONS, PROFITS AND LOSSES AND DISTRIBUTIONS

Section 4.01.		Purchase of Units and Capital Contributions

Section 4.02.		Issuance of Additional Partnership Interests

Section 4.03.		Distributable Cash

Section 4.04.		Distributions From Terminating Capital Transaction



Section 4.05.		Allocation of Profits and Losses

Section 4.06.		Mandatory Allocations

Section 4.07.		Other Allocation Rules

Section 4.08.		Tax Allocations; Code Section 704(c)

Section 4.09.		General Provisions

Section 4.10.		No Interest on Capital Accounts

Section 4.11.		Distribution of Property

Section 4.12.		Return of Capital Contribution

ARTICLE V	ACCOUNTING, REPORTING AND HOLDING OF ASSETS

Section 5.01.		Fiscal Year

Section 5.02.		Records, Accounting and Reports

Section 5.03.		Right to Inspection

Section 5.04.		Holding and Transfer of Assets

Section 5.05.		Bank Accounts

Section 5.06.		Tax Status; Notice of Tax Controversy

Section 5.07.		Tax Matters Partner; Tax Elections; Tax Returns

Section 5.08.		Tax Matters Partner Not Liable

Section 5.09.		Withholding

ARTICLE VI	DISSOLUTION AND CONTINUATION OF PARTNERSHIP

Section 6.01.		Dissolution

Section 6.02.		Notice of Dissolution

Section 6.03.		Continuation of Partnership

Section 6.04.		Extension of Term

ARTICLE VII	TRANSFER OF UNITS AND CHANGES IN PARTNERS

Section 7.01.		General Partner Transfers Restricted

Section 7.02.		Limited Partner Transfers Restricted

Section 7.03.		Transfer and Assignment of Partnership Interest

Section 7.04.		Substitution as a Partner

Section 7.05.		Additional Conditions to Assignment and Substitution

Section 7.06.		Allocation Upon Assignment or Redemption

Section 7.07.		Redemption Right

Section 7.08.		Effect of Transfer



ARTICLE VIII	LIQUIDATION

Section 8.01.		Liquidation Determination

Section 8.02.		Liquidation Procedure

Section 8.03.		Allocation of Liquidation Proceeds

ARTICLE IX	MISCELLANEOUS

Section 9.01.		Notice

Section 9.02.		Construction

Section 9.03.		Assigns and Successors in Interest

Section 9.04.		Assignment

Section 9.05.		Amendment

Section 9.06.		Certificate of Limited Partnership

Section 9.07.		Further Assurances

Section 9.08.		Warranties of Represntatives

Section 9.09.		Computation of Time

Section 9.10.		Captions

Section 9.11.		Identification

Section 9.12.		Counterparts

Section 9.13.		Partners’ Capability

Section 9.14.		Severability

Section 9.15.		Approval or Consent

Section 9.16.		Meetings

Section 9.17.		Consent of Partners and Assignees

Section 9.18.		Limitation on Benefits of this Agreement

Section 9.19.		Special Power of Attorney

EXHIBIT C NOTICE OF REDEMPTION

EXHIBIT K	1

Liquidity and Capital Resources

Sources of Liquidity

Rental Operations

Distributions

Off Balance Sheet Arrangements

Investments in Unconsolidated Companies

Commitments and Contingencies

Recent Accounting Pronouncements

Derivative Financial Instruments

Compensation expense recognized for Performance Share Plan units was $1.2 million, $1.3 million, and $1.7 million for 2006, 2005, and 2004, respectively. The total vest date fair value of shares vesting during the year ended December 31, 2006 was $918,000.

As of December 31, 2006, there was $1.7 million of total unrecognized compensation expense related to nonvested SVP Plan awards granted under the 2005 SVP Plan, which will be recognized over a weighted average period of 1.75 years. All 2005 SVP Plan awards have a contractual life of three years.

Restricted Stock Units

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