**Exhibit 10.2****REIMBURSEMENT AGREEMENT**     THIS REIMBURSEMENT AGREEMENT (this “Reimbursement Agreement”) is entered into this 20 day ofJuly, 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”), HinesAdvisors Limited Partnership, a Texas limited partnership (“HALP”) and Hines Real EstateSecurities, Inc., a Delaware corporation (“HRES”) pursuant to which Ameriprise will offer and sellon a best efforts basis for the account of the Company shares of the Company’s common stock on theterms set forth in the Selected Dealer Agreement.     B. In connection with the Selected Dealer Agreement, the Company, HALP and HRES have agreed toindemnify and hold harmless (or in cases in which indemnification is unavailable, to makecontribution) Ameriprise and each person who controls Ameriprise within the meaning of Section 15of 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 theSelected Dealer Agreement (the “SDA Indemnities”).     C. Likewise, in connection with the Selected Dealer Agreement, HILP agreed to be jointly andseverally liable with the Company, HALP and HRES under the SDA Indemnities up to a maximum amountof the lesser of $40,000,000 or 10% of the gross proceeds raised by Ameriprise for the Companyunder the Selected Dealer Agreement.     D. HILP and the Company desire to reflect their agreement among themselves regarding howobligations 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 allamounts which HILP has or may incur or become liable for as a result of orin connection with the SDA Indemnities, including the costs and expensesdescribed in Section 1(b) of this Reimbursement Agreement (the“Obligations”). If HILP is required to pay any Obligations, HILP will bereimbursed by the Company in accordance with this Reimbursement Agreement.  (b) The Company agrees to pay to HILP all reasonable costs and expensesincurred by it in connection with (i) the preparation, execution anddelivery of this Reimbursement Agreement and the Selected Dealer Agreementand any other documents which may be delivered in connection with thisAgreement or the Selected Dealer Agreement, and
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   (ii) the enforcement by any person or entity of the SDA Indemnities or anyother provision of the Selected Dealer Agreement (or any agreements relatedthereto to which HILP is a party), which (for both clauses (i) and (ii)above) amounts will include all court costs, attorneys’ fees, fees ofauditors and accountants and investigation expenses reasonably incurred byHILP in connection with any such matters.  (c) Any reimbursement provided for herein to HILP shall be due and payablewithin 10 days of notice to the Company that HILP has made payments insatisfaction of any Obligations, which notice shall include reasonableevidence that such payment or payments have been made. Any payment not madeby the Company to HILP hereunder within 10 days of the date such paymentfirst comes due shall bear interest from the date due until paid at the rateof the lesser of (i) the prime rate plus five percentage points, or (ii) themaximum rate allowed by law.  (d) Subject only to the limitations contained in Section 12.2(b) of theCompany’s Amended and Restated Articles of Incorporation that relate to theCompany’s ability to provide indemnification for certain losses arising fromor out of alleged violations of federal or state securities laws (whichlimitations shall for purposes of this Agreement be deemed to apply toindemnification of HILP by the Company pursuant to this ReimbursementAgreement as though HILP was an “Indemnitee” under such section), theobligations of the Company under this Reimbursement Agreement are absolute,unconditional and irrevocable and shall be paid and observed, as may beapplicable, strictly in accordance with the terms of this ReimbursementAgreement under all circumstances whatsoever, including the followingcircumstances: (i) any lack of validity or enforceability of any provisionof the Selected Dealer Agreement; (ii) any amendment or waiver of or anyconsent to departure from any provision of the Selected Dealer Agreement;(iii) the existence of any claim, setoff, defense or other right which theCompany may have at any time against Ameriprise or any person or entity,whether in connection with this Reimbursement Agreement, the transactionscontemplated herein or in the Selected Dealer Agreement or any unrelatedtransactions; or (iv) any other circumstances or happening whatsoever,whether or not similar to any of the foregoing.  (e) In the event of a default by the Company hereunder, HILP shall have allremedies available at law or in equity. In addition, the rights grantedHILP pursuant to this Reimbursement Agreement are not the exclusive remediesavailable to HILP in connection with the Obligations or actions relatedthereto, and HILP shall have all other remedies available to it at law or inequity.  (f) Subject to the limitations and exceptions set forth in this Section 1and in order to provide for just and equitable contribution where (and onlyto the extent) the reimbursement and indemnification provided for in this
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   Section 1 is unavailable or insufficient for any reason to hold harmlessHILP for any Obligations, the Company shall contribute to the amount paid,payable or incurred by HILP as a result of such Obligations in suchproportion as is appropriate to reflect the relative benefits received bythe Company and HILP from the transactions contemplated by the SelectedDealer Agreement, based on proceeds received by the Company as a result ofthe shares sold under the Selected Dealer Agreement compared to the propertymanagement and leasing fees received by HILP as a result of real estateinvestments acquired by the Company and managed by HILP as a result ofproceeds received from the sale of such shares. If, however, the allocationprovided by the immediately preceding sentence is not permitted byapplicable law, then the Company, in lieu of indemnifying HILP, shallcontribute to the amount paid, payable or incurred by HILP in suchproportion as is appropriate to reflect not only such relative benefitsreferred to above but also the relative fault of the Company and HILP inconnection with the actions which resulted in such Obligations (or actionsin respect thereof), as well as any other relevant equitable considerations.In no event shall the amount of HILP’s contribution to the Obligationsexceed the property management and leasing fees received by HILP or any ofits affiliates as a result of real estate investments acquired by theCompany (and managed by HILP or any of its affiliates) from the proceeds ofthe shares sold pursuant to the Selected Dealer Agreement.     2. Notices. All notices, demands, consents, approvals, requests or othercommunications which any of the parties to this Reimbursement Agreement may desire or be requiredto give hereunder shall be in writing and shall be sent by registered or certified mail, postageprepaid, return receipt requested, addressed to the party for whom it is intended at its address asfollows:       If to the Company: 2800 Post Oak Boulevard, Suite 5000