INDEMNIFICATION AGREEMENT

HINES REAL ESTATE INVESTMENT TRUST, INC.

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into as of August 26, 2008, to be effective as of April 1, 2008, by and between Hines Real Estate Investment Trust, Inc. (the “Company”), a Maryland corporation, and Paul B. Murphy, Jr. (the “Indemnitee”).

WHEREAS, the Indemnitee became an officer or a member of the Board of Directors of the Company (on April 1, 2008) and in such capacity is performing a valuable service for the Company;

WHEREAS, the law of the Company’s state of organization permits the Company to enter into contracts with its officers or members of its Board of Directors with respect to indemnification of such persons; and

WHEREAS, to induce the Indemnitee to continue to provide services to the Company as an officer or a member of the Board of Directors, and to provide the Indemnitee with specific contractual assurance that indemnification will be available to the Indemnitee regardless of, among other things, any amendment to or revocation of the Company’s Second Amended and Restated Articles of Incorporation (“Articles of Incorporation”), or any acquisition transaction relating to the Company, the Company desires to provide the Indemnitee with protection against personal liability.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and the Indemnitee hereby agree as follows:

ARTICLE I

DEFINITIONS

As used herein, the following words and terms shall have the following respective meanings:

(A)           “Change in Control” shall mean a change in the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Company, or any successor in interest thereto, whether through the ownership of voting securities, by contract or otherwise, including but not limited to a change which would be required to be reported under Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date hereof (the “Exchange Act”) or as may otherwise be determined pursuant to a resolution of the Board of Directors.  A rebuttable presumption of a Change in Control shall be created by any of the following which first occur after the date hereof and the Company shall have the burden of proof to overcome such presumption:

i.           the ability of any “Person” (as such term is defined in Sections 13(d) and 14(d) of the Exchange Act) together with an “Affiliate” or “Associate” (as defined in Rule 12b-2 of the Exchange Act) or “Group” (within the  meaning of Section 13(d)(3) of the Exchange Act) to exercise or direct the exercise of 20% or more of the combined voting power of all outstanding shares of beneficial interest of the Company in the election of its directors (“Interested Party”) (provided, however, “Interested Party” shall not include an agent, broker, nominee, custodian or director, solely in their capacity as such, for one or more persons who do not individually or as a group possess such power),

ii.           during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing two-thirds of the directors then in office who were the directors at the beginning of the period,

(a)           a merger or consolidation of the Company with any Interested Party,

(b)           any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, to or with any Interested Party in any transaction or series of transactions, of the Company’s assets or the assets of any subsidiary of the Company having a market value equal to 30% or more of the aggregate market value of all assets of the Company determined on a consolidated basis, all outstanding shares of beneficial interest of the Company, or the earning power or net income of the Company, determined on a consolidated basis,

(e)           any reclassification of securities, including, without limitation, any share split, share dividend, or other distributions of shares, or any reverse share split, recapitalization of the Company, or any merger or consolidation of the Company with any subsidiary thereof, or any other transaction proposed by, or pursuant to, any agreement, arrangement, or understanding, whether or not in writing, with any Interested Party which has the effect, directly or indirectly, of increasing the proportionate voting shares of beneficial interest of the Company directly or indirectly owned by any such Interested Party, or

iv.           any receipt by any Interested Party, directly or indirectly, of any loans, advances, guarantees, pledges or other financial assistance, or any tax credits or other tax advantages provided by or through the Company other than the receipt of such advantages which are provided to all the Company stockholders on a pro rata basis.

(B)           “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (whether conducted for profit or not for profit) which such person is or was serving at the request of the Company.

(C)           “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding (as hereinafter defined) in respect of which indemnification is sought by the Indemnitee.

(D)           “Effective Date” means the date of this Agreement as set forth above.

(E)           “Expenses” shall include all attorney and paralegal fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(F)           “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past two years has been, retained to represent (i) the Company or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

(G)           “Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing, or any other proceeding, including appeals therefrom, whether civil, criminal, administrative, or investigative, except one initiated by the Indemnitee pursuant to Article VIII of this Agreement to enforce such Indemnitee’s rights under this Agreement.

ARTICLE II

INDEMNIFICATION

(B)           Notwithstanding paragraph 2(A) above, the Company shall not indemnify any Indemnitee that is a member of the Board of Directors or an Affiliate (as such term is defined in the Articles of Incorporation) of the Company unless all of the following conditions are met:

i.           the Indemnitee determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; and

ii.           the Company shall not indemnify or hold harmless the Indemnitee if: (1) in the case that the Indemnitee is a member of the Board of Directors, other than an Independent Director (as such term is defined in the Articles of Incorporation), the loss or liability was the result of negligence or misconduct by the Indemnitee, or (2) in the case that the Indemnitee is an Independent Director, the loss or liability was the result of gross negligence or willful misconduct by the Indemnitee.

(C)           Notwithstanding paragraphs 2(A) and 2(B) above, the Company shall not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee that is a member of the Board of Directors or an Affiliate of the Company unless at least one of the following conditions are met:

i.           there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee;

ii.           such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or

iii.           a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws.

(D)           Any indemnification of Expenses under this Agreement may be paid only out of the Net Assets (as such term is defined in the Articles of Incorporation) of the Company and no portion may be recoverable from the stockholders of the Company.

ARTICLE III

EXPENSES OF A SUCCESSFUL PARTY

Without limiting the effect of any other provision of this Agreement, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding pursuant to a final non-appealable order, such Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection therewith.  If the Indemnitee is not wholly successful in such Proceeding pursuant to a final non-appealable order but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding pursuant to a final non-appealable order, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection with each successfully resolved claim, issue or matter.  For purposes of this Article III and without limitation, the termination of any claim, issue or matter in such Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

ARTICLE IV

WITNESS EXPENSES

Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, a witness for any reason in any Proceeding to which such Indemnitee is not a party, such Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection therewith.

ARTICLE V

ADVANCES