RETIREMENT AGREEMENT

Exhibit 10.2

RETIREMENT AGREEMENT

This Retirement Agreement (“Agreement”) is made and entered into by and between Highwoods Properties, Inc., a Maryland corporation (“Highwoods” or the “Company”), and Gene H. Anderson (“Employee”).

WHEREAS, the effective date of Employee’s retirement from employment with Highwoods is June 30, 2009 (the “Retirement Date”); and

WHEREAS, Employee and Highwoods wish to set forth the terms and conditions of Employee’s retirement from employment, as well as resolve any disputes and claims which Employee could potentially have arising from the employment of Employee by Highwoods and the ending of that employment.

NOW THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement, Employee and Highwoods agree as follows:

Subject to the terms and conditions contained herein, and in consideration of the release and other promises contained herein, Highwoods agrees to provide Employee, an at-will employee, with the following:

(a)       Subject to Employee’s continuing compliance with his agreements under Section 2 of this Agreement, Highwoods acknowledges and confirms that Employee is eligible for benefits under the Company’s Retirement Plan, which was adopted and became effective as of March 1, 2006. In addition to the foregoing, subject to Employee’s continuing compliance with his agreements under Section 2 of this Agreement, (i) the Exercisability Benefit shall apply to all Stock Options held by Employee as of the Retirement Date (regardless of whether or not such Stock Options are subject to the Exercisability Benefit pursuant to Section 3 of the Retirement Plan) and (ii) the Vesting Benefit shall apply to all shares of Time-Based Restricted Stock and Performance-Based Restricted Stock held by Employee as of the Retirement Date (regardless of whether or not such shares are subject to the Vesting Benefit pursuant to Section 3 of the Retirement Plan). Capitalized terms used but not defined herein shall have the meaning set forth in the Retirement Plan.

(b)       Highwoods will continue Employee’s health insurance benefits through the Retirement Date, after which Employee may elect to continue health insurance through COBRA.

(a)        Full and General Release of Liability: In consideration of this Agreement, and the benefits and promises provided for in Section 1, the sufficiency of which is hereby acknowledged, Employee hereby forever WAIVES, RELEASES, AND DISCHARGES Highwoods and all of its current and past insurers, attorneys, fiduciaries, current and former

officers, directors, partners, employees, agents, successors, assigns, subsidiary and parent companies, and all other entities affiliated with or related to it, without limitation, exception, or reservation (collectively, the “Released Parties”), from any and all liability, actions, claims, demands, or lawsuits in law or in equity which Employee may have had, presently has, or in the future may have, in connection with or arising out of his employment with Highwoods through the effective date of this Agreement, other than for breach of this Agreement. This Release applies to any and all claims against Highwoods, known or unknown, arising under contract or under federal, state, or local statutory or common (including civil tort) law, which have been asserted or which could have been asserted including, but not limited to, any and all claims of race, sex, national origin, religious, disability, or age discrimination, harassment and/or retaliation under Title VII of the Civil Rights Act of 1964 (as amended), the Civil Rights Act of 1991, the Older Workers Benefit Protection Act, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Rehabilitation Act, any claims pursuant to the Family and Medical Leave Act, the Equal Pay Act, the Occupational Safety and Health Act, the Employee Retirement Income Security Act (“ERISA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), 42 U.S.C. § 1983, 42 U.S.C. § 1988, any claims of retaliation pursuant to the Fair Labor Standards Act and/or North Carolina Workers’ Compensation Act, state statutory and common law, including but not limited to any claims for breach of contract, tortious interference with business expectancy, outrage, negligent infliction of emotional distress, defamation, and/or wrongful discharge in violation of public policy, and any other federal, state, or local laws, including common law, to the maximum extent permitted by law, without limitation or exception, other than for breach of this Agreement.

(b)        Return of Highwoods’ Property: Employee understands and agrees that on or before the Retirement Date, he will turn over to Highwoods all originals and all copies of all lists, files, memoranda, records, reports, credit cards, policies, handbooks, physical or personal property, and other documents or information, whether tangible, on computer or otherwise, which Employee received from Highwoods which is the property of Highwoods or which he prepared, copied or caused to be prepared or copied, or otherwise received in connection with his employment with Highwoods. Any requests for reimbursement of business-related expenses incurred by Employee during the course of his employment must be submitted to Highwoods in accordance with existing policies and procedures of Highwoods no later than September 30, 2009.

(c)        Confidential Business Information: Employee acknowledges that he knows information relating to Highwoods and its affiliated and related entities and their respective operations that is proprietary in nature, confidential to Highwoods, and not generally known to the public. Such “confidential business information” includes information, whether obtained in writing, in conversation, or otherwise, conce