REIMBURSEMENT AGREEMENT

Exhibit 10.2

REIMBURSEMENT AGREEMENT

     THIS REIMBURSEMENT AGREEMENT (this “Reimbursement Agreement”) is entered into this 20 day of July, 2006, by and between Hines Interests Limited Partnership, a Delaware limited partnership (“HILP”), and Hines Real Estate Investment Trust, Inc., a Maryland corporation (“Company”).

RECITALS :

     A. The Company has entered into a Selected Dealer Agreement, dated July 20, 2006 (the “Selected Dealer Agreement”), with Ameriprise Financial Services, Inc. (“Ameriprise”), Hines Advisors Limited Partnership, a Texas limited partnership (“HALP”) and Hines Real Estate Securities, Inc., a Delaware corporation (“HRES”) pursuant to which Ameriprise will offer and sell on a best efforts basis for the account of the Company shares of the Company’s common stock on the terms set forth in the Selected Dealer Agreement.

     B. In connection with the Selected Dealer Agreement, the Company, HALP and HRES have agreed to indemnify and hold harmless (or in cases in which indemnification is unavailable, to make contribution) Ameriprise and each person who controls Ameriprise within the meaning of Section 15 of the Securities Act of 1933, as amended, and any of their respective officers, directors, employees and agents against losses, liabilities, claims, damages and expenses as set forth in the Selected Dealer Agreement (the “SDA Indemnities”).

     C. Likewise, in connection with the Selected Dealer Agreement, HILP agreed to be jointly and severally liable with the Company, HALP and HRES under the SDA Indemnities up to a maximum amount of the lesser of $40,000,000 or 10% of the gross proceeds raised by Ameriprise for the Company under the Selected Dealer Agreement.

     D. HILP and the Company desire to reflect their agreement among themselves regarding how obligations pursuant to the SDA Indemnities will be shared.

     NOW THEREFORE, HILP and the Company hereby agree as follows:

     1.  Indemnity and Reimbursement Obligation .

	(a)		The Company hereby agrees to indemnify and hold HILP harmless from all amounts which HILP has or may incur or become liable for as a result of or in connection with the SDA Indemnities, including the costs and expenses described in Section 1(b) of this Reimbursement Agreement (the “Obligations”). If HILP is required to pay any Obligations, HILP will be reimbursed by the Company in accordance with this Reimbursement Agreement.
	(b)		The Company agrees to pay to HILP all reasonable costs and expenses incurred by it in connection with (i) the preparation, execution and delivery of this Reimbursement Agreement and the Selected Dealer Agreement and any other documents which may be delivered in connection with this Agreement or the Selected Dealer Agreement, and

			(ii) the enforcement by any person or entity of the SDA Indemnities or any other provision of the Selected Dealer Agreement (or any agreements related thereto to which HILP is a party), which (for both clauses (i) and (ii) above) amounts will include all court costs, attorneys’ fees, fees of auditors and accountants and investigation expenses reasonably incurred by HILP in connection with any such matters.
	(c)		Any reimbursement provided for herein to HILP shall be due and payable within 10 days of notice to the Company that HILP has made payments in satisfaction of any Obligations, which notice shall include reasonable evidence that such payment or payments have been made. Any payment not made by the Company to HILP hereunder within 10 days of the date such payment first comes due shall bear interest from the date due until paid at the rate of the lesser of (i) the prime rate plus five percentage points, or (ii) the maximum rate allowed by law.
	(d)		Subject only to the limitations contained in Section 12.2(b) of the Company’s Amended and Restated Articles of Incorporation that relate to the Company’s ability to provide indemnification for certain losses arising from or out of alleged violations of federal or state securities laws (which limitations shall for purposes of this Agreement be deemed to apply to indemnification of HILP by the Company pursuant to this Reimbursement Agreement as though HILP was an “Indemnitee” under such section), the obligations of the Company under this Reimbursement Agreement are absolute, unconditional and irrevocable and shall be paid and observed, as may be applicable, strictly in accordance with the terms of this Reimbursement Agreement under all circumstances whatsoever, including the following circumstances: (i) any lack of validity or enforceability of any provision of the Selected Dealer Agreement; (ii) any amendment or waiver of or any consent to departure from any provision of the Selected Dealer Agreement; (iii) the existence of any claim, setoff, defense or other right which the Company may have at any time against Ameriprise or any person or e