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                                                                    EXHIBIT 10.4


                                AMENDMENT TO THE
               AMENDED AND RESTATED 2005 LONG-TERM INCENTIVE PLAN
                                     AND THE
          AMENDED AND RESTATED 2005 INDEPENDENT DIRECTORS COMPENSATION
                                      PLAN
                                       OF
                           WELLS TIMBERLAND REIT, INC.

         This Amendment to the Amended and Restated 2005 Long-Term Incentive
Plan (the "Plan") and the Amended and Restated 2005 Independent Directors
Compensation Plan (the "Independent Director Plan") of Wells Timberland REIT,
Inc. (formerly Wells Timber Real Estate Investment Trust, Inc.), is hereby
adopted this 15th day of December, 2006, by the Board of Directors of Wells
Timberland REIT, Inc. (the "Company").

         WHEREAS, the Company adopted the Plan and the Independent Director Plan
for the purposes set forth therein; and

         WHEREAS, pursuant to Article 16 of the Plan and Section 7.1 of the
Independent Director Plan, the Board of Directors of the Company has the right
to amend the Plan and the Independent Director Plan, respectively, with respect
to certain matters; and

         WHEREAS, the Board of Directors has approved and authorized this
Amendment to the Plan and the Independent Director Plan;

         NOW, THEREFORE, the Plan and the Independent Director Plan are hereby
amended, effective as of the date hereof, in the following particulars:

         1. All references to Wells Timber Real Estate Investment Trust, Inc. in
the Plan and the Independent Director Plan are hereby replaced with references
to Wells Timberland REIT, Inc. The definition of the term "Company" in section
2.1(i) of the Plan and Section 2.1 of the Independent Director Plan in each case
is deleted in its entirety and replaced with the following:

         "COMPANY" means Wells Timberland REIT, Inc., a Maryland corporation, or
any successor corporation.



         2. Article 15 is deleted in its entirety and replaced with the
following:

                                   "ARTICLE 15
                          CHANGES IN CAPITAL STRUCTURE

         15.1. MANDATORY ADJUSTMENTS. In the event of a nonreciprocal
transaction between the Company and its stockholders that causes the per-share
value of the Stock to change (including, without limitation, any stock dividend,
stock split, spin-off, rights offering, or large nonrecurring cash dividend),
the authorization limits under Section 5.1 shall be adjusted proportionately,
and the Committee shall make such adjustments to the Plan and Awards as it deems
necessary, in its sole discretion, to prevent dilution or enlargement of rights
immediately resulting from such transaction. Action by the Committee may
include: (i) adjustment of the number and kind of shares that may be delivered
under the Plan; (ii) adjustment of the number and kind of shares subject to
outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards
or the measure to be used to determine the amount of the benefit payable on an
Award; and (iv) any other adjustments that the Committee determines to be
equitable. Without limiting the foregoing, in the event of a subdivision of the
outstanding Stock (stock-split), a declaration of a dividend payable in Shares,
or a combination or consolidation of the outstanding Stock into a lesser number
of Shares, the authorization limits under Section 5.1 shall automatically be
adjusted proportionately, and the




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Shares then subject to each Award shall automatically, without the necessity for
any additional action by the Committee, be adjusted proportionately without any
change in the aggregate purchase price therefor.

         15.2 DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation
of any corporate event or transaction involving the Company (including, without
limitation, any merger, reorganization, recapitalization, combination or
exchange of shares, or any transaction described in Section 15.1), the Committee
may, in its sole discretion, provide (i) that Awards will be settled in cash
rather than Stock, (ii) that Awards will become immediately vested and
exercisable and will expire after a designated period of time to the extent not
then exercised, (iii) that Awards will be assumed by another party to a
transaction or otherwise be equitably converted or substituted in connection
with such transaction, (iv) that outstanding Awards may be settled by payment in
cash or cash equivalents equal to the excess of the Fair Market Value of the
underlying Stock, as of a specified date associated with the transaction, over
the exercise price of the Award, (v) that performance targets and performance
periods for Performance Awards will be modified, or (vi) any combination of the
foregoing. The Committee's determination need not be uniform and may be
different for different Participants whether or not such Participants are
similarly situated.

         15.3 GENERAL. Any discretionary adjustments made pursuant to this
Article 15 shall be subject to the provisions of Section 16.2. To the extent
that any adjustments made pursuant to this Article 15 cause Incentive Stock
Options to cease to qualify as Incentive Stock Options, such Options shall be
deemed to be Nonstatutory Stock Options."

         All other provisions of the Plan and the Independent Director Plan
shall remain the same.


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         IN WITNESS WHEREOF, Wells Timberland REIT, Inc., by a duly authorized
officer, has executed this Amendment to the Plan and the Independent Director
Plan, this 15th day of December 2006.


                                    WELLS TIMBERLAND REIT, INC.

                                    By:    /s/ Douglas P. Williams
                                           --------------------------------
                                    Name:  Douglas P. Williams
                                    Title: Executive Vice President



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