CODE OF BUSINESS ETHICS - Duke Realty

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CODE OF BUSINESS ETHICSJULY 28, 2021

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I. Our Values 3

II. Our Responsibilities 3

III. Reporting and Governance 4 A. Reporting Violations and Concerns 4 B. Retaliation 4 C. Consequences of Violations 5 D. Amendments and Waivers 5 E. Annual Acknowledgment 5

IV. Conflicts of Interest 5 A. Definition/Reporting 5 B. Personal Loans 5 V. Business Opportunities 6

VI. Gifts and Entertainment 6 A. Introduction 6 B. Requirements 7 C. Enforcement 8 D. Frequently Asked Questions 8

VII. Holding a Job Outside of the Company 8 VIII. Company Assets 9 A. Personal Use 9 B. Software Use 9 C. Computer Resources/Email 9 D. Remote Access and Virus Protection 9 IX. Legal Compliance 10 A. Antitrust Laws, Fair Dealing and Competition 10 B. Environmental Laws 10 C. Employment Laws 10 D. Insider Trading 11 E. Government Regulations and Political Activity 12 F. Worker Health and Safety Laws 13 G. Fraudulent Activities 13 H. Customer and Supplier Screenings 13

X. Confidential and Proprietary Information 14 A. Confidential Information 14 B. Intellectual Property and Proprietary Information 14 C. Personnel Actions and Decisions 14

XI. Compliance with Accounting Principles 15 A. Preparing and Maintaining Business Records 15 B. Accuracy of Financial Reports 15

XII. Senior Officer Requirements 16 A. Public Disclosures 16 B. Accounting Treatment 16

XIII. Recoupment 17 A. Inaccurate Results 17 B. Intentional Misconduct 17

XIV. Additional Policies 17

Contents

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All associates, officers and directors are responsible for:

• upholding our values and leading by example; • respecting all individuals; • being aware of and reporting potential conflicts of interest; • entertaining appropriately and using good judgment when giving and receiving gifts; • protecting and properly using our assets; • spending wisely; • complying with applicable laws, rules and regulations; • protecting confidential and proprietary information; • keeping accurate accounts and records; • promoting long-term sustainability; and • working for all of our stakeholders, including the communities in which we do business.

Duke Realty is a publicly traded company whose reputation, integrity and profitability ultimately depend upon earning the trust and confidence of our customers, vendors and shareholders. This Code of Business Ethics, which is an integral part of our Corporate Responsibility Program, outlines general principles that you should use, along with your good judgment, to help maintain our reputation. Each of you is personally responsible and accountable for compliance with this Code.

I. Our Values

II. Our Responsibilities

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If you know of or suspect a violation of this Code or any applicable laws, rules, regulations or policies, you are encouraged to report it. Reporting a Code violation is not an act of disloyalty, but a step to safeguard our reputation and integrity.

Our General Counsel is responsible for overseeing this Code, including issuing revisions and guidelines, and is available if an interpretation or special clarification is needed.

III. Reporting and Governance

Our ethics-reporting program gives associates a simple way to raise concerns internally. However, nothing in this program prevents associates from reporting information to appropriate government agencies when they believe that a violation of the law has occurred.

If you are aware of or suspect a violation, you should immediately report it by:

A. REPORTING VIOLATIONS AND CONCERNS

No one who reports violations in good faith under this Code will be subject to retaliation. Associates who report violations in good faith are protected against unlawful discharge, harassment or discrimination when lawfully and truthfully reporting corporate fraud or other federal or state law violations.

The Company’s General Counsel, Human Resources Department or Internal Audit Department will investigate all reports in a timely and discreet manner. False or groundless reports are not appropriate, and we reserve the right to take appropriate disciplinary action.

B. RETALIATION

contacting our General Counsel.

calling 866.298.1630*;

e-mailing [email protected];

using the Ethics Hotline link* which is posted on our intranet and corporate website; or

When in doubt, report!

*These methods allow for anonymous submissions.

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REPORTING AND GOVERNANCEIII. Reporting and Governance

Only our Board of Directors or one of its designated subcommittees has the authority to amend this Code. Any amendment that applies to our Senior Officers will be disclosed promptly on Form 8-K or our website as required by law. Senior Officers mean our principal executive officer, principal financial officer, principal accounting officer and any other officer who is an “Executive Officer” as defined in applicable laws, rules and regulations of the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE).

Our Board of Directors or its Corporate Governance Committee must approve any waivers of this Code related to our Senior Officers or directors. Our General Counsel must approve any waivers related to associates. Waivers affecting our Senior Officers or directors will be disclosed as required by applicable laws and made public if necessary.

D. AMENDMENTS AND WAIVERS

All associates, officers and directors must complete a certificate of acknowledgment of this Code when they accept a position with Duke Realty. Each year afterward, every associate, officer and director must acknowledge his/her receipt, understanding of and compliance with this Code. Any change during the year that causes a previously filed acknowledgment to be incomplete or incorrect must be reported immediately to the Human Resources Department.

E. ANNUAL ACKNOWLEDGEMENT

IV. Conflicts of Interest

A conflict of interest may arise when an associate, officer or director takes actions or has interests that make it difficult to perform effectively and objectively on the Company’s behalf. Conflicts of interest also may arise when an associate, officer or director (or any member of his/her family) receives improper personal benefits from us or a third party.

You should report any apparent conflicts of interest to your supervisor and the Internal Audit Department. Certain situations, though not necessarily prohibited, may not be desirable and only be waived by a Senior Officer with approval by our Human Resources Department and General Counsel.

Senior Officers and directors should report apparent conflicts of interest to the General Counsel and Board of Directors. Conflicts of interest by our Senior Officers or directors can be waived only by our Board of Directors or one of its designated committees and will be disclosed promptly to the extent required by applicable securities laws and the rules and regulations of the NYSE.

Directors also are required to make appropriate disclosures to the General Counsel and Board of Directors of their (or their immediate family members’) interest in potential transactions or other matters involving the Company or its affiliates and recuse themselves from Board of Directors’ decisions regarding these transactions.

A. DEFINITION/REPORTING

We will not, directly or indirectly, grant personal loans to any Executive Officer or director.

B. PERSONAL LOANS

We insist that our associates, officers and directors conduct business in accordance with the highest ethical standards, and as a result, we take violations of this Code very seriously. If someone violates this Code, it can result in disciplinary action, including the loss of the individual’s job. If an act violates the law, it could result in fines or criminal prosecution.

C. CONSEQUENCES OF VIOLATIONS

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As an associate, officer or director of Duke Realty, you have a responsibility to put the Company’s interests ahead of your own and advance its interests whenever possible.

V. Business Opportunities

VI. Gifts and Entertainment

Giving and receiving gifts in business is an area where perception is usually as important as fact. Though you may give or receive something of value with selfless motives and solely in our interests, an external observer might ascribe improper motives to these exchanges.

This policy provides rules and guidance to help ensure that you and, if applicable, your supervisor exercise good judgment when giving and receiving gifts and entertainment. Make decisions on a case-by-case basis, with careful consideration given to benefits gained versus possible adverse criticism.

A. INTRODUCTION

Associates, officers and directors (or their family members) are prohibited from pursuing business opportunities discovered through the use of our assets, information or position when:

• the business opportunity also has been offered to the Company; • the opportunity is the kind of business in which we compete; • we have funded the opportunity; or • we have devoted facilities or personnel to develop the opportunity.

If you discover a business opportunity through the use of our assets, information or position and want to pursue it, you must first present its terms and conditions to our Investment Committee. If the Investment Committee waives the Company’s right to pursue the business opportunity, an associate, officer or director may pursue it under the same terms and conditions and in compliance with other Code guidelines. Business opportunities offered to Senior Officers and directors under those circumstances can be waived only by our Board of Directors or one of its committees and will be disclosed promptly to the extent required by securities laws and the rules and regulations of the NYSE.

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You may give and accept gifts from suppliers, customers or other business associates if the gift does not/would not: • create the appearance that the giver is entitled to preferential treatment, an award of business, better prices or improved terms of sale; • embarrass our Company or the gift giver if disclosed publicly; or • prevent or influence the recipient from awarding our business to a competitor of the gift giver.

The following are never appropriate: • cash (other than gift cards which are permissible); • gifts prohibited by law; • gifts given as a means of obtaining an improper advantage; • gifts prohibited by the gift giver’s or recipient’s organizations; and • goods, services or non-cash benefits (e.g., the promise of employment).

You should never ask for gifts or other items, regardless of value.

If you are uncertain about a gift’s appropriateness, talk to your supervisor, a Human Resources associate or a Legal Department associate.


B. REQUIREMENTS

2. ENTERTAINMENTAccepting entertainment from a third party is permitted if it: • is infrequent; • is reasonably related to a legitimate business purpose (e.g., accompanying a customer or supplier to a concert/sporting event or attending a business meal); • is not given as a means to obtain an improper advantage; • does not create the appearance of preferential treatment, an award of business, better prices or improved terms of purchase; • is in good taste and occurs at a business-appropriate venue; • is reasonable and appropriate in the context of a business occasion; and • does not influence your ability to act in our best interest.

The following are never appropriate: • entertainment that may be viewed as excessive in the context of a business occasion; • “adult” entertainment or any event involving nudity or lewd behavior; and • entertainment prohibited by the gift giver or recipient’s organizations.

All entertainment guidelines apply to situations where the host is present. Tickets to sporting or cultural events given to associates and not attended by the host are “gifts,” not entertainment, and are evaluated under the gift guidelines above.

1. GIFTS

3. TRAVELIn rare instances, it may be appropriate for customers, suppliers or other business associates to pay for your travel-related expenses. Offers by third parties to pay for your travel and/or related expenses must be reviewed and approved by your first and second-level supervisors.

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When reviewing travel requests, first- and second-level reporting supervisors should consider whether: • the purpose of the travel is business related; • the class of travel is appropriate; • the proposed expenditures comply with U.S. and local laws and customs; and • the itinerary minimizes side trips and avoids tourist or vacation destinations.

Trips that appear to be in exchange for business or improper advantage are not allowed. Travel expenses for spouses or children also typically are not allowed.


If you receive or know of a bribe or unlawful gift given by an associate to a third party or given by a third party to an associate, you must report it to your supervisor or the General Counsel so that an appropriate assessment can be made and, if necessary, remedial action taken.

C. ENFORCEMENT

How do I know if a gift is prohibited by the gift giver’s organization?

You may not know, and you are not required to research the issue. However, if it is clear that the gift is prohibited by the gift giver’s organization, you should not accept it. If it is not practical to decline the gift when it is given to you, promptly discuss how to respond with your supervisor.

Is a favor considered a gift?

The answer can vary. Accepting a favor from a supplier, tenant or other business associate might appear to compromise your judgment or create a conflict of interest. Discuss questionable favors and responses with your supervisor.

D. FREQUENTLY ASKED QUESTIONS

VII. Holding a Job Outside of the Company

If you are a full-time associate and have another job or own an outside business, you must receive approval from your supervisor to do so. Since many part-time associates hold additional jobs, it is not necessary for those associates to obtain approval.

When holding another job or owning a business outside of the Company, both full- and part-time associates should consider the following:

• Is there a conflict of interest? • Will it adversely affect the Company? • Is the business relationship in direct competition with Duke Realty? • Will the job interfere with the time and attention required for your job here? • Will corporate property, equipment or the use of proprietary information (i.e., mailing lists, business information or computer systems) be involved?

A “yes” to any of these questions means that:

• you must notify the Company if you are considering holding another job; and • approval to hold a second job may be denied.

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Duke Realty property should be used only for legitimate business purposes. Associates, officers and directors may not use or take Company equipment, supplies, materials or services without authorization.

If you drive a Company vehicle, please refer to the Fleet Safety section of Duke Realty’s Associate Handbook for specific requirements and limitations.

VIII. Company Assets

A. PERSONAL USE

Software products purchased by Duke Realty are covered by licensing agreements. We observe the terms and conditions of these agreements and respect copyright laws. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproduction and use of licensed software.

B. SOFTWARE USE

Our computer resources, which include an electronic mail system, belong to the Company. Computer resources are not for amusement, solicitation or other non-business purposes. Though we know that you will occasionally use the system for personal communications, remember to treat e-mail messages as you would any other written business communication. Be responsible and professional in your communications and keep uses to a minimum. Using the computer system to make or forward derogatory or offensive remarks is prohibited. We have the ability and reserve the right to monitor all electronic and telephonic communication to the extent permitted by law. These communications also may be subject to disclosure as required by law, including to law enforcement, government officials or by court order.

C. COMPUTER RESOURCES/EMAIL

If you have remote access to our network or cloud resources, you agree to install and keep current anti-virus and other malware prevention software on all hardware used for access, even if the Company did not provide the hardware. You are required to report any virus infections or malware software immediately to our IT Client Solutions call center. We have installed anti-virus protection and/or malware prevention software on all Company-supplied equipment.

D. REMOTE ACCESS AND VIRUS PROTECTION

VII. Holding a Job Outside of the Company

An associate should not be employed by, serve as a director of or provide services to a company that is one of our customers, tenants or competitors.

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IX. Legal Compliance

As an associate, officer or director of Duke Realty, you are expected to understand and comply with all laws, rules and regulations that apply to your job. If you are uncertain about whether a course of action is lawful, contact our General Counsel. Other resources include the policies in Duke Realty’s Associate Handbook.

You are expected to deal fairly with our tenants, vendors, competitors and one another. No one should take unfair advantage of another person through manipulation, concealment, disparagement, abuse of privileged information, misrepresentation of material facts or other unfair practices.

You also must comply with applicable antitrust and other laws that regulate competition in the states in which we operate. Examples of prohibited conduct include: • agreements regarding price fixing, bid rigging, market allocation and collusion (including price sharing) with competitors; • boycotts, certain exclusive deal arrangements and price discrimination agreements; and • unfair trade practices, including bribery, misappropriation of trade secrets, deception, intimidation and similar acts.

A. ANTITRUST LAWS, FAIR DEALING AND COMPETITION

Associates should use resources appropriately and efficiently and dispose of waste in accordance with applicable laws, rules and regulations.

B. ENVIRONMENTAL LAWS

1. Equal Employment OpportunityC. EMPLOYMENT LAWS

We are committed to equal employment opportunity for all qualified individuals. Policies regarding various aspects of employment with Duke Realty are posted on the Company’s intranet site. Contact our Human Resources Department with questions about our employment initiatives.

2. Non-Discrimination

Duke Realty does not discriminate against any person based on race, religion, color, national origin, ethnicity, sex, sexual orientation, gender identity, gender expression, age, disability, veteran status, marital status, genetic information or any characteristic protected by law. Associates are expected to respect the rights and cultural differences of others as well.

3. Harassment

Duke Realty will not tolerate harassment or discrimination of any associate by another associate or supervisor for any reason. Associates should immediately report allegations of harassment or discrimination. Reported allegations will be investigated in accordance with applicable laws and Human Resource Department policies.

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If you are aware of material nonpublic information, you may not purchase or sell the Company’s stock. You also cannot disclose this type of information to others who may use it for trading purposes.

This includes information that:

• would likely affect an investor’s decision to purchase, sell or otherwise trade a company’s securities; • might have an effect on the market for a company’s securities; or • might cause an insider to change his/her trading patterns.

Our Board of Directors has adopted a Securities Trading Policy Statement. Associates, officers and directors should refer to this statement for guidance in trading Company securities. Failure to comply with this policy may result in sanctions imposed by us, including termination, whether or not non-compliance results in a violation of law.

In general, all associates, officers and directors should be extremely careful about discussing the Company’s activities with outsiders, especially shareholders, family members, friends and others who do not have a right to information before it is publicly available. This also applies to insider information you may have about other companies’ activities from your position with Duke Realty.

The use of nonpublic information for personal financial benefit or “tipping” others who might make an investment decision based on this type of information is unethical and illegal.


D. INSIDER TRADING

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E. GOVERNMENT REGULATIONS AND POLITICAL ACTIVITY

Associates specifically cannot:

• provide, attempt to provide or offer to provide a kickback; • solicit, accept or attempt to accept any kickback; or • include, directly or indirectly, the amount of any kickback in the contract price charged by a contractor/subcontractor to any government or government agency.

1. COMPLIANCE WITH GOVERNMENT AUTHORITYDuke Realty complies with the laws, regulations, decrees and orders of government agencies, regulatory authorities and judicial bodies and cooperates to the fullest extent possible.

2. POLITICAL ACTIVITIESDuke Realty does not make political contributions except as permitted by law. However, nothing prevents us from advocating a position, expressing a view or taking other appropriate action related to legislative or political matters affecting our interests.

Associates, officers and directors, acting in their individual capacities and at their own expense, are not constrained from engaging in political activity, making political contributions, expressing views or taking other appropriate action on political or legislative matters as long as they are complying with all laws, rules and regulations governing campaign finance and lobbying activities.

3. RELATIONSHIPS WITH GOVERNMENT OFFICIALSPayments (regardless of amount or motive) to U.S. government officials and personnel, as well as other domestic or foreign jurisdictions, are a violation of this Code. Relationships with public officials should not be detrimental to the integrity and reputation of either party if the details, including any gifts or entertainment, become public.

4. BRIBERY AND ANTI-CORRUPTIONDuke Realty prohibits associates from offering or accepting bribes, kickbacks, “under-the-table” payments or other improper or inappropriate payments. This prohibition also applies to third parties acting on our behalf, such as contractors or consultants. Engaging third parties who we believe may attempt to offer a bribe to conduct our business also is not allowed.

When doing business with U.S. or foreign governments, associates cannot give/ receive compensation of any kind from/to any contractor/subcontractor or its employees to obtain/reward favorable treatment.

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Management and supervisors are responsible for making sure that associates observe safety and health laws and government regulations. Each associate and officer has responsibility for following safety and health rules and practices; and reporting accidents, injuries and unsafe equipment, practices or conditions. Duke Realty uses its best efforts to comply with all applicable Occupational Safety and Health Act (OSHA) standards.

Possession, sale or use of illegal drugs and drug paraphernalia is prohibited, as is reporting to work under the influence of illegal drugs. Though marijuana has been decriminalized in some states, it remains a controlled substance under federal law. Under Duke Realty’s policy, marijuana is considered an “illegal drug” whether you are in a state where marijuana has been decriminalized for medical or recreational purposes or have obtained a prescription for medical use.

With the exception of Company-sponsored/approved events, associates should not consume alcoholic beverages during working hours. Under no circumstances should an associate or officer report to work under the influence of alcoholic beverages or drugs. Violent, abusive and threatening behavior is not allowed.

The Foreign Corrupt Practices Act prohibits American companies and their employees and agents from paying or authorizing money or other things of value, directly or indirectly, to a foreign official to influence or induce him/her to help obtain business for us.

Besides violating the Foreign Corrupt Practices Act, these transactions also may violate federal criminal laws, such as anti-bribery, mail fraud, wire fraud statutes, state laws or the laws of foreign countries.

5. FOREIGN CORRUPT PRACTICES ACT


Associates must comply with anti-money laundering laws and must not knowingly do business with anyone who they suspect is connected with criminal or terrorist activity or is subject to trade sanctions. Associates should never knowingly participate in a scheme to launder money, under-report the size of a cash transaction or wrongfully avoid tax liability.

6. ANTI-MONEY LAUNDERING LAWS

F. WORKER HEALTH AND SAFETY LAWS

You must promptly report activities concerning fraudulent reporting of the Company’s financial results to the General Counsel. You must also promptly report to the General Counsel any activities that you believe violate laws related to securities fraud; mail fraud; bank, wire, radio or television fraud; and/or any rule or regulation of the SEC, including those related to fraud or deceptive practices against shareholders.

G. FRAUDULENT ACTIVITIES

Each associate is required to conduct business in a manner that complies with local, state and federal rules and regulations. The Office of Foreign Assets Control (OFAC) requires that we screen customers, suppliers, contractors and other third parties involved in transactions with us to ensure that they are not specially designated nationals (SDNs). Internal controls and procedures are in place to help detect SDNs.

H. CUSTOMER AND SUPPLIER SCREENINGS

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X. Confidential and Proprietary Information

All information (including electronic) related to our Company’s business is our property, and associates, officers and directors are expected to protect it from unauthorized disclosure.

Some information is confidential, including all nonpublic information that might be of use to competitors, investors, potential investors, analysts or other third parties and/or harmful to us, our associates or customers, if disclosed. It also includes information that suppliers and customers have entrusted to us.

Other examples of confidential information include the status or prospect of a business transaction; lease or contract terms; internal correspondence; computing resources; user IDs and passwords; personally identifiable information; and regulatory agency reports.

Associates, officers and directors are obligated, during and after employment, to avoid disclosing confidential information to any person outside the Company and to refrain from using confidential information for any purpose other than the performance of their duties unless legally mandated otherwise. In addition, you are prohibited from sharing user IDs and passwords for Company computing resources with anyone, including other associates, for any purpose. You also are obligated to comply with any disclosure limitations in connection with our third-party agreements.

A. CONFIDENTIAL INFORMATION

Associates, officers and directors must maintain and manage our intellectual property and proprietary information to preserve and protect their value. Intellectual property and proprietary information include trade secrets; business, marketing and service plans; engineering designs; databases; salary information; and unpublished financial data and reports. Unauthorized use or distribution of this information also could be illegal and result in civil or criminal penalties.

Our name, logo, processes and innovations are intellectual property assets, and their protection is vital to the success of our business. Our names, logos and other trademarks/service marks are for authorized Company business only. Associates, officers and directors must respect intellectual property rights of third parties as well. Violation of these rights can subject both you and us to substantial liability, including criminal penalties.

Intellectual property that you create while employed by us belongs to the Company. You must share any innovations or inventions you create with your supervisor so that we can take steps to protect these valuable assets.

B. INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION

Salary, benefit, medical and other personal information for associates, officers and directors is confidential. Personnel files, payroll information, disciplinary matters and similar information also are confidential and should only be released or shared with persons who need the information to do their job.

C. PERSONNEL ACTIONS AND DECISIONS

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A. PREPARING AND MAINTAINING BUSINESS RECORDS

XI. Compliance with Accounting Principles

Duke Realty is a publicly traded company and is required to report our financial results and other information about our business to the public and the SEC. All corporate funds and assets are to be consistently applied and recorded in compliance with generally accepted accounting principles (GAAP) and applicable corporate procedures. No undisclosed, unrecorded or “off the books” corporate funds or assets are allowed, nor should funds or assets be placed in any personal or non-corporate account. No associate, officer or director is exempt from this policy.

In keeping with the Sarbanes-Oxley Act of 2002, Duke Realty maintains a system of internal controls and procedures that we believe helps ensure that transactions are properly executed and recorded and that financial records and reports are accurate and reliable. This system includes written policies and procedures and review by professional auditors to ensure compliance with the Public Company Accounting Oversight Board (PCAOB) standards. All associates, officers and directors are expected to adhere to these procedures.

B. ACCURACY OF FINANCIAL REPORTS

Preparing and maintaining accurate and reliable business records is:

• required by law; • of critical importance to our decision-making processes; and • necessary for our financial, legal and reporting obligations.

All financial and business records, such as expense accounts, invoices, payroll and other Company records must be prepared with care and honesty.

Many associates and officers regularly use Company credit cards for their business expenses. Rules and guidelines for documenting and recording expenses are available from the Accounting Department. Ask your supervisor if you are uncertain whether an expense is appropriate.

Business records and communications, including e-mail, internal memos and formal reports, can become public. Avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies in all communications.

Retain or destroy records in accordance with the Company’s Records Management Guidelines, which are included in the Associate Handbook. Do not destroy documents related to pending, threatened or anticipated litigation, investigation or audit until authorized by the General Counsel.

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Senior Officers must take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in reports and documents filed or submitted to the SEC and other public Company communications.

If a Senior Officer learns that any report, document or communication does not meet these standards, and the deviation is material, he/she must:

• review and investigate the deviation; and • report it to our General Counsel (who will notify the Board of Directors or the appropriate Board committee).

When necessary, we will revise the relevant report, document or communication.

XII. Senior Officer Requirements

We have established supplemental ethical standards for our Senior Officers. Senior Officers must comply with these additional standards as well as other standards contained in this Code.

A. PUBLIC DISCLOSURES

Senior Officers should not authorize or permit the use of any accounting treatment if the effect distorts or conceals the Company’s true financial condition or violates standards established by the SEC or PCAOB. Accounting standards and treatments used by the Company will be determined on an objective and uniform basis. Any new accounting treatment or standard used in preparing the Company’s financial statements must be discussed with the Board’s Audit Committee and the Company’s independent auditors.

B. ACCOUNTING TREATMENT

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The following rules apply to any Senior Officer if:

• there is a financial restatement to correct a material error; or • the metric used in computing the Senior Officer’s short-term or long-term incentive compensation has been materially incorrectly calculated; and • the Compensation and Human Capital Committee of the Board of Directors determines that a Senior Officer has received an “excess incentive” due to the restatement or a materially inaccurate calculation of the metric.

The excess incentive amount is the difference between the incentive awarded to the Senior Officer and the award that would have been made based on correct financial results.

Repayment of the excess incentive applies only if the Board’s Audit Committee has taken steps to restate the financials or the Compensation and Human Capital Committee has taken steps to recalculate the performance metric prior to the end of the third year following the applicable performance year, unless the restatement or recalculation is due to fraud or intentional misconduct by the Senior Officer, in which case the time limitation does not apply.

Upon approval by the Board of Directors, the Compensation and Human Capital Committee will take appropriate action to recover an excess incentive.

Actions may include recovering the amount from a Senior Officer via:

• future incentive compensation; • cancellation of outstanding equity awards; • future equity awards; • gains realized on the exercise of stock options; and • direct repayment by the Senior Officer.

A Senior Officer’s receipt of a bonus or other incentive award constitutes his/her agreement that, if requested by the Compensation and Human Capital Committee under these rules, he/she shall repay the Company the excess incentive within a reasonable period. The Compensation and Human Capital Committee may waive recoupment of excess incentives based on facts and circumstances.

XIII. Recoupment

A. INACCURATE RESULTS

XIV. Additional Policies

We have adopted and may adopt additional policies to enhance the Code. To view the policies, please see the Associate Handbook and/or the Investor Relations/Corporate Governance section of our public website.

If an associate’s intentional or knowingly fraudulent or illegal conduct causes damage to the Company, the Company will take any action it deems necessary to correct the misconduct and prevent recurrence. The Compensation and Human Capital Committee may, subject to applicable law, cancel or reduce equity or incentive compensation awards or other benefits to which the associate is or may be entitled, in an amount up to the damage. Our right to recoup damages is in addition to other rights that we may have against an associate.

B. INTENTIONAL MISCONDUCT

Documents

CODE OF BUSINESS ETHICS - Duke Realty