HINES REAL ESTATE INVESTMENT TRUST INC
INDEMNIFICATION AGREEMENT - CHARLES M. BAUGHN
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<TYPE>EX-10.32
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<FILENAME>h22707exv10w32.htm
<DESCRIPTION>INDEMNIFICATION AGREEMENT - CHARLES M. BAUGHN
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.32</B>



<P align="center" style="font-size: 10pt"><B>HINES REAL ESTATE INVESTMENT TRUST, INC.</B>



<P align="center" style="font-size: 10pt"><B>INDEMNIFICATION AGREEMENT</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS INDEMNIFICATION AGREEMENT (the &#147;Agreement&#148;) is entered into as of November&nbsp;30, 2004, by
and between Hines Real Estate Investment Trust, Inc. (the &#147;Company&#148;), a Maryland corporation, and
Charles M. Baughn (the &#147;Indemnitee&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Indemnitee is an officer or a member of the Board of Directors of the Company and
in such capacity is performing a valuable service for the Company;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the law of the Company&#146;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


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;s Amended and Restated Articles of
Incorporation (&#147;Articles of Incorporation&#148;), or any acquisition transaction relating to the
Company, the Company desires to provide the Indemnitee with protection against personal liability.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the
Company and the Indemnitee hereby agree as follows:


<P align="center" style="font-size: 10pt"><B>ARTICLE I</B>



<P align="center" style="font-size: 10pt"><B>DEFINITIONS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As used herein, the following words and terms shall have the following respective meanings:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;&#147;Change in Control&#148; 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&nbsp;14A of Regulation&nbsp;14A promulgated under the Securities Exchange Act of 1934 as in
effect on the date hereof (the &#147;Exchange Act&#148;) 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:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i.&nbsp;the ability of any &#147;Person&#148; (as such term is defined in Sections 13(d) and 14(d) of the
Exchange Act) together with an &#147;Affiliate&#148; or &#147;Associate&#148; (as defined in Rule&nbsp;12b-2 of the Exchange
Act) or &#147;Group&#148; (within the meaning of Section&nbsp;13(d)(3) of the Exchange Act)


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<P align="left" style="font-size: 10pt">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
(&#147;Interested Party&#148;) (provided, however, &#147;Interested Party&#148; 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),



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ii.&nbsp;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,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;iii.&nbsp;the approval of the shareholders of the Company of:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;a merger or consolidation of the Company with any Interested Party,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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&#146;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,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;the issuance or transfer by the Company, or any subsidiary thereof, to any Interested
Party in any transaction or a series of transactions, of capital securities with a value equal to
5% or more of the aggregate market value of the then outstanding voting shares of beneficial
interest of the Company other than the issuance or transfer of such shares of beneficial interest
to all the Company shareholders on a pro rata basis,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;the adoption of any plan or proposal for the partial or complete liquidation or
dissolution of the Company proposed by an Interested Party or pursuant to any agreement,
arrangement or understanding, whether or not in writing, with any Interested Party,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;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


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;iv.&nbsp;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


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<P align="left" style="font-size: 10pt">advantages provided by or through the Company other than the receipt of such advantages which
are provided to all the Company shareholders on a pro rata basis.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;&#147;Corporate Status&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;&#147;Disinterested Director&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;&#147;Effective Date&#148; means the date of this Agreement as set forth above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(E)&nbsp;&#147;Expenses&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(F)&nbsp;&#147;Independent Counsel&#148; 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)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(G)&nbsp;&#147;Proceeding&#148; 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&nbsp;VIII of this Agreement to enforce such Indemnitee&#146;s rights under
this Agreement.


<P align="center" style="font-size: 10pt"><B>ARTICLE II</B>



<P align="center" style="font-size: 10pt"><B>INDEMNIFICATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;The Indemnitee shall be entitled to the rights of indemnification provided in this Article
II and under applicable law, the Articles of Incorporation, the Company&#146;s Bylaws, any agreement, a
vote of shareholders or resolution of the Board of Directors or otherwise if, by reason of such
Indemnitee&#146;s Corporate Status, such Indemnitee is, or is threatened to be made, a party to any
threatened, pending, or completed Proceeding, including a Proceeding by or in the right of the
Company. Unless prohibited by Article&nbsp;XIII hereof, the Indemnitee shall be indemnified against
Expenses, judgments, penalties, fines, and settlement amounts actually and reasonably incurred by
or on behalf of such Indemnitee in connection with such Proceeding or any claim, issue or matter
therein.


<P align="center" style="font-size: 10pt">3
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;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:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i.&nbsp;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


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ii.&nbsp;the Company shall not indemnify or hold harmless the Indemnitee if: (1)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;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:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i.&nbsp;there has been a successful adjudication on the merits of each count involving alleged
securities law violations as to the Indemnitee;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ii.&nbsp;such claims have been dismissed with prejudice on the merits by a court of competent
jurisdiction as to the Indemnitee; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;iii.&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;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 shareholders of the Company.


<P align="center" style="font-size: 10pt"><B>ARTICLE III</B>



<P align="center" style="font-size: 10pt"><B>EXPENSES OF A SUCCESSFUL PARTY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Without limiting the effect of any other provision of this Agreement, to the extent that the
Indemnitee is, by reason of such Indemnitee&#146;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


<P align="center" style="font-size: 10pt">4
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<P align="left" style="font-size: 10pt">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&nbsp;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.



<P align="center" style="font-size: 10pt"><B>ARTICLE IV</B>



<P align="center" style="font-size: 10pt"><B>WITNESS EXPENSES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is,
by reason of such Indemnitee&#146;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.


<P align="center" style="font-size: 10pt"><B>ARTICLE V</B>



<P align="center" style="font-size: 10pt"><B>ADVANCES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;The Company shall advance all reasonable Expenses incurred by or on behalf of the
Indemnitee in connection with any Proceeding within 20&nbsp;days after the receipt by the Company of a
statement from the Indemnitee requesting such advance from time to time, whether prior to or after
final disposition of such Proceeding. Such statement shall reasonably evidence the Expenses
incurred by the Indemnitee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;Notwithstanding paragraph 5(A) above, the Company shall not advance any Expenses incurred
by or on behalf of the Indemnitee as a result of any Proceeding unless all of the following
conditions are satisfied:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i.&nbsp;the Proceeding relates to acts or omissions with respect to the performance of duties or
services on behalf of the Company;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ii.&nbsp;the Proceeding is initiated by a third party who is not a shareholder of the Company or
the Proceeding is initiated by a shareholder of the Company acting in his or her capacity as such
and a court of competent jurisdiction specifically approves such advancement; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;iii.&nbsp;the Indemnitee undertakes to repay the advanced funds to the Company, together with the
applicable legal rate of interest thereon, in cases in which the Indemnitee is found not to be
entitled to indemnification.


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<P align="center" style="font-size: 10pt"><B>ARTICLE VI</B>



<P align="center" style="font-size: 10pt"><B>DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company
a written request, including therewith such documentation and information reasonably necessary to
determine whether and to what extent the Indemnitee is entitled to indemnification.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;Upon such written request pursuant to paragraph 6(A), a determination with respect to the
Indemnitee&#146;s entitlement thereto shall be made in the specific case: (i)&nbsp;if a Change in Control
shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy
of which shall be delivered to the Indemnitee (unless the Indemnitee shall request that such
determination be made by the Board of Directors or the shareholders of the Company, in which case
by the person or persons or in the manner provided in clauses (ii)&nbsp;or (iii)&nbsp;of this paragraph (B));
(ii)&nbsp;if a Change in Control shall not have occurred, (A)&nbsp;by the Board of Directors by a majority
vote of a quorum consisting of Disinterested Directors, or (B)&nbsp;if a quorum of the Board of
Directors consisting of Disinterested Directors is not obtainable, or, even if obtainable, if such
quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the
Board of Directors, a copy of which shall be delivered to the Indemnitee, or (C)&nbsp;by the
shareholders of the Company; or (iii)&nbsp;as provided in paragraph 7(B) of this Agreement. If it is so
determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be
made within 10&nbsp;days after such determination.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;The Indemnitee shall cooperate with the person or entity making such determination with
respect to the Indemnitee&#146;s entitlement to indemnification, including providing upon reasonable
advance request any documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to
such determination. Any costs or expenses (including attorneys&#146; fees and disbursements) incurred
by the Indemnitee in so cooperating shall be borne by the Company (irrespective of the
determination as to the Indemnitee&#146;s entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold the Indemnitee&#146;s harmless therefrom.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;In the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to paragraph 6(B) hereof, the Independent Counsel shall be selected as
provided in this paragraph 6(D). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Board of Directors, and the Company shall give written notice to
the Indemnitee advising such Indemnitee of the identity of the Independent Counsel so selected. If
a Change in Control shall have occurred, the Independent Counsel shall be selected by the
Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of
Directors, in which event the preceding sentence shall apply), and the Indemnitee shall give
written notice to the Company advising it of the identity of the Independent Counsel so selected.
In either event, the Indemnitee, or the Company, as the case may be, may, within seven days after
such written notice of selection shall have been given, deliver to the Company or to the
Indemnitee, as the case may be, a written objection to such selection. Such objection may be


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<P align="left" style="font-size: 10pt">asserted only on the grounds that the Independent Counsel so selected does not meet the
requirements of &#147;Independent Counsel&#148; as defined in Article&nbsp;I of this Agreement. If such written
objection is made, the Independent Counsel so selected may not serve as Independent Counsel until a
court has determined that such objection is without merit. If, within 20&nbsp;days after submission by
the Indemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof, no
Independent Counsel shall have been selected or, if selected, shall have been objected to, either
the Company or the Indemnitee may petition a court for resolution of any objection which shall have
been made by the Company or the Indemnitee to the other&#146;s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the court or by such other
person as the court shall designate, and the person with respect to whom an objection is so
resolved or the person so appointed shall act as Independent Counsel under paragraph 6(B) hereof.
The Company shall pay all reasonable fees and expenses of Independent Counsel incurred in
connection with acting pursuant to paragraph 6(B) hereof, and all reasonable fees and expenses
incident to the selection of such Independent Counsel pursuant to this paragraph 6(D). In the
event that a determination of entitlement to indemnification is to be made by Independent Counsel
and such determination shall not have been made and delivered in a written opinion within 90&nbsp;days
after the receipt by the Company of the Indemnitee&#146;s request in accordance with paragraph 6(A),
upon the due commencement of any judicial proceeding in accordance with paragraph 8(A) of this
Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in
such capacity.



<P align="center" style="font-size: 10pt"><B>ARTICLE 7</B>



<P align="center" style="font-size: 10pt"><B>PRESUMPTIONS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;In making a determination with respect to entitlement or indemnification hereunder, the
person or entity making such determination shall presume that the Indemnitee is entitled to
indemnification under this Agreement and the Company shall have the burden of proof to overcome
such presumption.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;If the person or entity making the determination whether the Indemnitee is entitled to
indemnification shall not have made a determination within 60&nbsp;days after receipt by the Company of
the request therefore, the requisite determination of entitlement to indemnification shall be
deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i)
a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to
make the Indemnitee&#146;s statement not materially misleading, in connection with the request for
indemnification, or (ii)&nbsp;a prohibition of such indemnification under applicable law. Such 60-day
period may be extended for a reasonable time, not to exceed an additional 30&nbsp;days, if the person or
entity making said determination in good faith requires additional time for the obtaining or
evaluating of documentation and/or information relating thereto. The foregoing provisions of this
paragraph 7(B) shall not apply: (i)&nbsp;if the determination of entitlement to indemnification is to
be made by the shareholders and if within 15&nbsp;days after receipt by the Company of the request for
such determination the Board of Directors resolves to submit such determination to the shareholders
for consideration at an annual or special meeting thereof to be held within 75&nbsp;days after such
receipt and such determination is made at such


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<P align="left" style="font-size: 10pt">meeting, or (ii)&nbsp;if the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to paragraph 6(B) of this Agreement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;The termination of any Proceeding or of any claim, issue or matter therein, by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely affect the right of
the Indemnitee to indemnification.


<P align="center" style="font-size: 10pt"><B>ARTICLE VIII</B>



<P align="center" style="font-size: 10pt"><B>REMEDIES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;In the event that: (i)&nbsp;a determination is made that the Indemnitee is not entitled to
indemnification under this Agreement, or (ii)&nbsp;advancement of Expenses is not timely made pursuant
to this Agreement, or (iii)&nbsp;payment of indemnification due the Indemnitee under this Agreement is
not timely made, the Indemnitee shall be entitled to an adjudication in an appropriate court of
competent jurisdiction of such Indemnitee&#146;s entitlement to such indemnification or advancement of
Expenses.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;In the event that a determination shall have been made pursuant to this Agreement that the
Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this
Article&nbsp;VIII shall be conducted in all respects as a de novo trial, on the merits and the
Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial
proceeding or arbitration commenced pursuant to this Article&nbsp;VIII, the Company shall have the
burden of proving that the Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;If a determination shall have been made or deemed to have been made pursuant to this
Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding commenced pursuant to this Article&nbsp;VIII, absent: (i)&nbsp;a
misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to
make the Indemnitee&#146;s statement not materially misleading, in connection with the request for
indemnification, or (ii)&nbsp;a prohibition of such indemnification under applicable law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;The Company shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Article&nbsp;VIII that the procedures and presumptions of this Agreement are not valid,
binding and enforceable and shall stipulate in any such court that the Company is bound by all the
provisions of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(E)&nbsp;In the event that the Indemnitee, pursuant to this Article&nbsp;VIII, seeks a judicial
adjudication of such Indemnitee&#146;s rights under, or to recover damages for breach of, this
Agreement, if successful in whole or in part, the Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all Expenses actually and
reasonably incurred by such Indemnitee in such judicial adjudication.


<P align="center" style="font-size: 10pt">8
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>ARTICLE IX</B>



<P align="center" style="font-size: 10pt"><B>ESTABLISHMENT OF TRUST</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of a Change in Control, the Company shall, upon written request by the
Indemnitee, create a trust for the benefit of the Indemnitee (&#147;Trust&#148;) and from time-to-time upon
written request by the Indemnitee, shall fund such Trust in an amount sufficient to satisfy any and
all Expenses, judgments, penalties, fines and settlement amounts actually and reasonably incurred
by or on behalf of such Indemnitee or claimed, reasonably anticipated or proposed to be paid in
accordance with the terms of this Agreement. The amount to be deposited in the Trust pursuant to
the foregoing funding obligation shall be determined by Independent Counsel. The terms of the
Trust shall provide that upon a Change in Control: (i)&nbsp;the Trust shall not be revoked or the
principal thereof invaded, without the prior written consent of the Indemnitee, (ii)&nbsp;the trustee of
the Trust (&#147;Trustee&#148;) shall advance, within two business days of a request by the Indemnitee and in
accordance with Article&nbsp;V of this Agreement, any and all Expenses to the Indemnitee, (iii)&nbsp;the
Trust shall continue to be funded by the Company in accordance with the funding obligation set
forth above, (iv)&nbsp;the Trustee shall promptly pay to the Indemnitee all amounts for which the
Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v)
all unexpended funds in such Trust shall revert to the Company upon a final determination by
Independent Counsel that the Indemnitee has been fully indemnified under the terms of this
Agreement. The Trustee shall be chosen by the Indemnitee and agreed to by the Company. Nothing in
this Article&nbsp;IX shall relieve the Company of any of its obligations under this Agreement.


<P align="center" style="font-size: 10pt"><B>ARTICLE X</B>



<P align="center" style="font-size: 10pt"><B>NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;The rights of indemnification and to receive advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time
be entitled under applicable law, the Articles of Incorporation, the Company&#146;s Bylaws, any
agreement, a vote of shareholders or a resolution of the Board of Directors, or otherwise. No
amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to
the Indemnitee with respect to any action taken or omitted by the Indemnitee as a member of the
Board of Directors prior to such amendment, alteration or repeal.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;To the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors of the Company, the Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available and
upon any &#147;Change in Control&#148; the Company shall obtain continuation and/or &#147;tail&#148; coverage for the
Indemnitee to the maximum extent obtainable on commercially reasonable terms at such time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;In the event of any payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all
papers required and take all actions necessary to secure such rights, including


<P align="center" style="font-size: 10pt">9
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">execution of such documents as are necessary to enable the Company to bring suit to enforce
such rights.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually
received such payment under any insurance policy, contract, agreement, or otherwise.


<P align="center" style="font-size: 10pt"><B>ARTICLE XI</B>



<P align="center" style="font-size: 10pt"><B>CONTINUATION OF INDEMNITY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All agreements and obligations of the Company contained herein shall continue during the
period the Indemnitee is an officer or a member of the Board of Directors of the Company and shall
continue thereafter so long as the Indemnitee shall be subject to any threatened, pending or
completed Proceeding by reason of such Indemnitee&#146;s Corporate Status and during the period of
statute of limitations for any act or omission occurring during the Indemnitee&#146;s term of Corporate
Status. No legal action shall be brought and no cause of action shall be asserted by or on behalf
of the Company against the Indemnitee, the Indemnitee&#146;s spouse, heirs, executors or personal or
legal representatives after the expiration of two years from the date of accrual of such cause of
action, and any claim or cause of action of the Company shall be extinguished and deemed released
unless asserted by the timely filing of a legal action within such two-year period; provided,
however, that if any shorter period of limitations is otherwise applicable to any such cause of
action such shorter period shall govern. This Agreement shall be binding upon the Company and its
successors and assigns and shall inure to the benefit of the Indemnitee and such Indemnitee&#146;s
heirs, executors and administrators.


<P align="center" style="font-size: 10pt"><B>ARTICLE XII</B>



<P align="center" style="font-size: 10pt"><B>SEVERABILITY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any provision or provisions of this Agreement shall be held to be invalid, illegal, or
unenforceable for any reason whatsoever, (i)&nbsp;the validity, legality, and enforceability of the
remaining provisions of this Agreement (including, without limitation, each portion of any Article
of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that
is not itself invalid, illegal, or unenforceable) shall not in any way be affected or impaired
thereby, and (ii)&nbsp;to the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any Article of this Agreement containing any such provision
held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested by the provisions
held invalid, illegal, or unenforceable.


<P align="center" style="font-size: 10pt">10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>ARTICLE XIII</B>



<P align="center" style="font-size: 10pt"><B>EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled
to indemnification or advancement of Expenses under this Agreement: (i)&nbsp;with respect to any
Proceeding initiated by such Indemnitee against the Company other than a proceeding commenced
pursuant to Article&nbsp;VIII, or (ii)&nbsp;with respect to any Proceeding in which such Indemnitee&#146;s act or
omission was material to the cause of action adjudicated and was committed in bad faith or was the
result of active and deliberate dishonesty, (iii)&nbsp;if the Indemnitee actually received an improper
personal benefit in money, property, or services, or (iv)&nbsp;as otherwise required by paragraphs 2(B)
and 2(C) of this Agreement.


<P align="center" style="font-size: 10pt"><B>ARTICLE XIV</B>



<P align="center" style="font-size: 10pt"><B>HEADINGS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The headings of the articles of this Agreement are inserted for convenience only and shall not
be deemed to constitute part of this Agreement or to affect the construction thereof.


<P align="center" style="font-size: 10pt"><B>ARTICLE XV</B>



<P align="center" style="font-size: 10pt"><B>MODIFICATION AND WAIVER</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No supplement, modification, or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.


<P align="center" style="font-size: 10pt"><B>ARTICLE XVI</B>



<P align="center" style="font-size: 10pt"><B>NOTICE BY THE INDEMNITEE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Indemnitee agrees promptly to notify the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information, or other document relating to any
Proceeding or matter which may be subject to indemnification or advancement of Expenses covered
hereunder.


<P align="center" style="font-size: 10pt"><B>ARTICLE XVII</B>



<P align="center" style="font-size: 10pt"><B>NOTICES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All notices, requests, demands, and other communications hereunder shall be in writing and
shall be deemed to have been duly given if (i)&nbsp;delivered by hand and receipted for by the party to
whom said notice or other communication shall have been directed, or (ii)&nbsp;mailed by


<P align="center" style="font-size: 10pt">11
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">certified or registered mail with postage prepaid, on the third business day after the date on
which it is so mailed, if so delivered or mailed, as the case may be, to the following addresses:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to the Indemnitee, to the address set forth in the records of the Company.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>

    <TD colspan="2"  nowrap align="left" valign="top">If to the Company, to:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Hines Real Estate Investment Trust, Inc.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2800 Post Oak Boulevard, Suite&nbsp;5000</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Houston, Texas 77056-6118</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Attn: President</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<P align="left" style="font-size: 10pt">or to such other address as may have been furnished to the Indemnitee by the Company or to the
Company by the Indemnitee, as the case may be.



<P align="center" style="font-size: 10pt"><B>ARTICLE XVIII</B>



<P align="center" style="font-size: 10pt"><B>GOVERNING LAW</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties agree that this Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Maryland.


<P align="center" style="font-size: 10pt">&#091;<I>signature page follows</I>&#093;



<P align="center" style="font-size: 10pt">12
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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
written above.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left">HINES REAL ESTATE INVESTMENT TRUST, INC.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Charles N. Hazen</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade width="76%" align="left" color="#000000"></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>

<TD colspan="5" valign="top" align="left">Name:&nbsp;&nbsp;&nbsp;Charles
N. Hazen</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>

<TD colspan="5" valign="top" align="left">Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left">INDEMNITEE</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left">/s/ Charles M. Baughn</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left"><HR size="1" noshade width="76%" align="left" color="#000000"></TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left">Name: Charles M. Baughn</TD>
</TR>
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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">13
</DIV>


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