This excerpt taken from the DRE 8-K filed Dec 9, 2005.



6.1.                              ADJUSTMENTS.  The adjustment provisions of the LTIP shall apply with respect to Performance Units granted pursuant to this Plan.


6.2.                              INFORMATION TO BE FURNISHED BY PARTICIPANTS.  Participants, or any other persons entitled to benefits under this Plan, must furnish to the Committee such documents, evidence, data or other information as the Committee considers necessary or desirable for the purpose of administering this Plan.  The benefits under this Plan for each Participant, and each other person who is entitled to benefits hereunder, are to be provided on the condition that such person furnish full, true and complete data, evidence or other information, and that he or she promptly sign any document reasonably related to the administration of this Plan as requested by the Committee.


6.3                                 NO IMPLIED RIGHTS.  The Plan does not constitute a contract of employment or service and participation in this Plan will not give a Participant the right to be rehired or retained in the employ or service of the Company, nor will participation in this Plan give any Participant any right or claim to any benefit under this Plan, unless such right or claim has specifically accrued under the terms of this Plan.


6.4.                              EVIDENCE.  Evidence required of anyone under this Plan may be by certificate, affidavit, document or other information which the person relying thereon considers pertinent and reliable, and signed, made or presented by the proper party or parties.


6.5.                              GENDER AND NUMBER.  Where the context admits, words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.


6.6.                              ACTION BY THE COMPANY.  Any action required of or permitted by the Company under this Plan shall be by resolution of the Committee or by a person or persons authorized by resolution of the Committee.


6.7.                              CONTROLLING LAWS.  Except to the extent superseded by laws of the United States, the laws of Indiana shall be controlling in all matters relating to this Plan.




6.8.                              MISTAKE OF FACT.  Any mistake of fact or misstatement of fact shall be corrected when it becomes known and proper adjustment made by reason thereof.


6.9.                              SEVERABILITY.  In the event any provisions of this Plan shall be held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and endorsed as if such illegal or invalid provisions had never been contained in this Plan.


6.10.                        EFFECT OF HEADINGS.  The descriptive headings of the sections of this Plan are inserted for convenience of reference and identification only and do not constitute a part of this Plan for purposes of interpretation.


6.11.                        NONTRANSFERABILITY.  No Performance Unit shall be transferable, except by the Participant’s will or the law of descent and distribution.  The Performance Unit and any rights and privileges pertaining thereto shall not be transferred, assigned, pledged or hypothecated by a Participant in any way, whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process.


6.12.                        LIABILITY.  No member of the Board of Directors or the Committee or any officer or employee of the Company or its Affiliates shall be personally liable for any action, omission or determination made in good faith in connection with this Plan. By participating in this Plan, each Participant agrees to release and hold harmless the Company, the Affiliates (and their respective directors, officers and employees) and the Committee from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his or her participation in this Plan.


6.13.                        FUNDING.  Benefits payable under this Plan to a Participant or to a beneficiary will be paid by the Company from its general assets.  The Company is not required to segregate on its books or otherwise establish any funding procedure for any amount to be used for the payment of benefits under this Plan. The Company may, however, in its sole discretion, set funds aside in investments to meet its anticipated obligations under this Plan. Any such action or set-aside may not be deemed to create a trust of any kind between the Company and any Participant or beneficiary or to constitute the funding of any Plan benefits.  Consequently, any person entitled to a payment under this Plan will have no rights greater than the rights of any other unsecured creditor of the Company.




6.14.                        EXPENSES OF THE PLAN.  The expenses of administering the Plan shall be borne by the Company.


6.15.                        EFFECTIVE DATEThe Plan was originally adopted by the Board on December 6, 2005, and became effective on that date (the “Effective Date”).








   /s/ Dennis D. Oklak





Dennis D. Oklak




Chairman of the Board and




Chief Executive Officer




This excerpt taken from the DRE 8-K filed May 3, 2005.



8.1.                              ADJUSTMENTS.  The adjustment provisions of the Equity Incentive Plan shall apply with respect to awards of Restricted Stock Units outstanding or to be granted pursuant to this Plan.


8.2.                              DURATION OF THE PLAN.  The Plan shall remain in effect until April 30, 2015, unless terminated earlier by the Board.


8.3.                              EXPENSES OF THE PLAN.  The expenses of administering the Plan shall be borne by the Company.


8.4.                              STATUS OF THE PLAN.  The provisions of Articles 6 of the Plan are intended to be a nonqualified, unfunded plan of deferred compensation under the Code.  Plan benefits shall be paid from the general assets of the Company or as otherwise directed by the Company.  A participant shall have the status of a general unsecured creditor of the Company with respect to his or her right to receive Common Stock or other payment upon settlement of the Restricted Stock Units granted under the Plan.  No right or interest in the Restricted Stock Rights shall be subject to the claims of creditors of the Non-Employee Director or to liability for the debts, contracts or engagements of the Non-Employee Director, or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this Plan shall prevent transfers by will or by




the applicable laws of descent and distribution.  To the extent that any participant acquires the right to receive payments under the Plan (from whatever source), such right shall be no greater than that of an unsecured general creditor of the Company.  Participants and their beneficiaries shall not have any preference or security interest in the assets of the Company other than as a general unsecured creditor.


8.5.                              EFFECTIVE DATEThe Plan was originally adopted by the Board on                   2005, and became effective on the date the Equity Incentive Plan was approved by the Company’s stockholders (the “Effective Date”).













Dennis D. Oklak


President and Chief Executive Officer





Dec 9, 2005
May 3, 2005
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