Independent Director Warrant Plan (2000)Full Document 

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                                   ARTICLE I
                              PURPOSE OF THE PLAN

     The Board of Directors of Wells Real Estate Investment Trust, Inc. (the
"Company") has determined that it is in the best interests of the Company to
issue a Warrant to purchase one share of Common Stock for every 25 shares of
Common Stock purchased in the future by each of the Independent Directors of the
Company. The Company proposes to issue up to 500,000 shares of its Common Stock
upon the exercise of Warrants issued pursuant to this Plan. Therefore, the
Board, in order to provide for the above, adopted this Plan on March 31, 2000.
The Plan became effective on June 28, 2000, the date the Shareholders of the
Company approved the Plan.

                                  ARTICLE II
                               SCOPE OF THE PLAN

     2.1  Definitions.  Unless the context clearly indicates otherwise, the
following terms have the meanings set forth below:

          a.  "Affiliate" means, as to any individual, corporation, partnership,
trust, limited liability company or other legal entity (i) any person or entity
directly or indirectly through one or more intermediaries controlling,
controlled by or under common control with another person or entity; (ii) any
person or entity directly or indirectly owning, controlling, or holding, with
power to vote, ten percent (10%) or more of the outstanding voting securities of
another person or entity; (iii) any officer, director, general partner or
trustee of such person or entity; (iv) any person ten percent (10%) or more
whose outstanding voting securities are directly or indirectly owned, controlled
or held, with power to vote, by such other person; and (v) if such other person
or entity is an officer, director, general partner or trustee of a person or
entity, the person or entity for which such person or entity acts in any such

          b.  "Board" means the Board of Directors of the Company.

          c.  "Common Stock" means the common stock of the Company, par value
$0.01 per share, issued or authorized to be issued in the future, but excluding
any preferred stock and any warrants, options or other rights to purchase Common

          d.  "Exercise Price" means the exercise price of a Warrant as
described in Section 2.6 of this Plan.

          e.  "Expiration Date" shall be the earlier of (i) 5:00 p.m. Eastern
Standard Time on the fifth anniversary of the date of Listing, (ii) the date of
removal "for cause" of the Independent Director to whom the Warrant was issued
as a director of the Company, or (iii) three months following the date the
Independent Director to whom the Warrant was issued ceases to be a director of
the Company for any reason, except for death or disability.  An Independent
Director is removed "for cause" upon his or her gross negligence or willful
misconduct in the execution of his or her duties, or upon his or her conviction
of, or entry of a plea of guilty or nolo contendere to, any felony or act of
fraud, embezzlement, misappropriation, or a crime involving moral turpitude.

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