8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2010

_____________

WELLS REAL ESTATE INVESTMENT TRUST II, INC.

(Exact name of registrant specified in its charter)

_____________

Maryland	000-51262	20-0068852
(State or other jurisdiction of	(Commission File Number)	IRS Employer
incorporation or organization)		Identification No.
	6200 The Corners Parkway
	Norcross, Georgia 30092-3365
(Address of principal executive offices)

Registrant’s telephone number, including area code: (770) 449-7800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective July 21, 2010, E. Nelson Mills has been appointed President of Wells Real Estate Investment Trust II, Inc. (the “Company,” “we,” “us” and “our”). Mr. Mills replaces Leo F. Wells, III. Mr. Wells remains the Chairman of the Company’s board of directors.

Mr. Mills, 49, is one of our directors, and from April 2007 to March 29, 2010, served as one of our independent directors. On March 29, 2010, Mr. Mills became a Senior Vice President of Wells Capital, the Company’s external advisor (the “Advisor”). Mr. Mills is expected to devote a majority of his time to the Company on behalf of the Advisor. From February 2006 to March 29, 2010, Mr. Mills served as an independent director of Wells Timberland and continues to serve on its board of directors. From 2006 to 2008, Mr. Mills also served as an independent director of Institutional REIT, a Wells-sponsored program that was dissolved prior to selling shares to third parties. Mr. Mills served as the president and chief operating officer of Williams Realty Advisors, LLC from 2005 to 2009. While at Williams Realty Advisors, Mr. Mills was responsible for investment and financial strategy and was in charge of the design, formation and operation of a series of real estate investment funds.

Prior to joining Williams Realty Advisors in December 2004, Mr. Mills was a financial consultant to Timbervest, LLC, an investment manager specializing in timberland investments. From September 2000 to April 2004, Mr. Mills served as chief financial officer of Lend Lease Real Estate Investments (US), Inc., an investment manager specializing in the acquisition and management of commercial real estate, and from August 1998 to August 2000 served as a senior vice president of Lend Lease with responsibility for tax planning and administration and the supervision of various merger and acquisition activities. Prior to joining Lend Lease, Mr. Mills was a tax partner with KPMG LLP.

Mr. Mills received a Bachelor of Science degree in Business Administration from the University of Tennessee and a Masters of Business Administration degree from the University of Georgia. Mr. Mills also is a Certified Public Accountant.

The appointment of Mr. Mills was not made pursuant to any arrangement or understanding between him and any other person. The Company does not directly compensate its officers for services rendered to the Company. Other than his affiliation with the Advisor and its affiliates and the Company’s ongoing relationship with them as previously reported, Mr. Mills does not have any direct or indirect material interests in any transaction with the Company or in any currently proposed transaction to which the Company is a party.

Item 5.07. Submission of Matters to a Vote of Security Holders

On July 21, 2010, the Company held its annual meeting of stockholders at the Atlanta Athletic Club, 1930 Bobby Jones Drive, Johns Creek, Georgia. The matters submitted to the stockholders for a vote were (i) the election of nine directors to hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, and (ii) a proposal to approve an amendment to the Company’s charter to require certain conflict-of-interest transactions and certain joint ventures be approved by both the conflicts committee of the board of directors (as currently required) and the full board of directors.

The nominees submitted for election as directors were Charles R. Brown, Richard W. Carpenter, Bud Carter, John L. Dixon, E. Nelson Mills, George W. Sands, Neil H. Strickland, Leo F. Wells, III and Douglas P. Williams. The number of votes cast for and votes withheld for each of the director nominees was as follows:

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Name	For	Withhold
Charles R. Brown	258,593,752	5,564,564
Richard W. Carpenter	258,517,485	5,640,832
Bud Carter	258,542,992	5,615,324
John L. Dixon	258,739,070	5,419,246
E. Nelson Mills	258,676,199	5,482,117
George W. Sands	258,654,478	5,503,838
Neil H. Strickland	258,538,143	5,620,174
Leo F. Wells, III	258,855,046	5,303,271
Douglas P. Williams	258,765,536	5,392,780

All of the nominees were elected to serve as directors until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

The following are the voting results with respect to the amendment to the Company’s charter (the proposal below is described in detail in the proxy statement related to the annual meeting of stockholders):

Proposal	For	Against	Abstain
Amendment to require that certain conflict-of-interest and joint venture	251,506,436	3,103,294	9,548,587
transactions be approved by both the conflicts committee and the board
of directors

The affirmative vote of the holders of at least a majority of the Company’s outstanding shares of common stock entitled to vote on the proposal was required to approve the proposal to amend the Company’s charter. As of April 23, 2010, the record date of the Company’s annual meeting, there were 515,400,661 shares of common stock outstanding and eligible to vote on the proposal. The proposal did not receive sufficient votes for approval.

The board of directors chose not to adjourn the stockholders meeting and attempt to solicit additional votes to approve the proposed amendment because the proposed amendment was sought only in connection with the Company’s renewal of its third public offering. As the Company decided to discontinue the sale of shares in the offering, effective June 30, 2010, the proposed amendment was no longer necessary.

Item 8.01. Other Events

Amendment to Share Redemption Program

Under our share redemption program, “Ordinary Redemptions” (those made other than within two years of a stockholder’s death or “qualifying disability”) have been suspended since September, 2009. Our board of directors understands that some stockholder may, due to financial hardship, need to sell their shares. Given the current illiquidity of our shares, some third parties have sought to exploit these hardships by offering to purchase our shares at prices substantially below the price at which the shares were issued by the Company. (Third-party tender offers have been conducted at $3.00, $4.00 and $4.25 per share within the last seven months.) In order to offer stockholders who face such a hardship an opportunity to liquidate their shares at a less steeply discounted price, the Company’s board of directors determined to amend the share redemption program (the “SRP”) as described below.

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When setting the price at which Ordinary Redemptions are to be effected (up to $6.00 per share as described more fully below), the Company did not conduct a valuation of its portfolio. Rather the board of directors chose a redemption price that was substantially higher than the prices offered in recent tender offers for the Company’s shares but that was low enough that the board of directors could be confident that redemptions at such price would be an attractive use of cash without having to engage an appraiser or another party to value the Company’s portfolio. The $6.00 price at which Ordinary Redemptions will generally be effected is not an expression of the view of the board of directors of a value of a share of the Company. The board does not recommend that investors seek to redeem their shares at this price.

On July 21, 2010, our board of directors approved an amendment to our SRP. The amendment provides that Ordinary Redemptions will resume on September 30, 2010, at a redemption price equal to 60.0% of the price at which the share was originally issued by the Company. Unless this redemption price is modified by a subsequent amendment to the SRP, this redemption price for Ordinary Redemptions will remain in effect until the date that the Company publishes an estimate of the value of a share of its common stock other than an estimate based on the most recent prices paid in a public offering of the Company’s common stock (the “Net Asset Value Publication Date”). As amended, this price will automatically adjust for special distributions and to account for certain recapitalizations. On or after the Net Asset Valuation Date, the Ordinary Redemption price will be 95.0% of the estimated per share value. The amended SRP treats all currently pending Ordinary Redemption requests received prior to the announcement of this amendment as withdrawn in light of the change in redemption price. The amendment does not change redemption prices for redemptions that occur within two years of a stockholder’s death or qualifying disability, which redemptions will continue to be effected at the price at which the shares were originally issued (in most cases, $10.00 per share) until the Net Asset Value Publication Date.

The amendment also limits participation in the SRP to exclude shares purchased from another stockholder if the purchase occurs after the announcement of the amendment. In other words, if shares are transferred for value by a stockholder and the transfer occurred after July 27, 2010, the transferee and all subsequent holders of such shares are not eligible to participate in the SRP with respect to such shares.

Additionally, the amendment increases the number of shares that the Company may redeem. Previously, prior to their suspension, Ordinary Redemptions were limited in any calendar year to those that could be effected with 50% of the net proceeds from the sale of shares in the Company’s dividend reinvestment plan during such calendar year. Such cap has been eliminated by the amendment. However, the SRP continues to limit Ordinary Redemptions and “qualifying disability” redemptions so that such redemptions (in aggregate) in any calendar year do not exceed 5% of the weighted-average number of shares of common stock outstanding in the prior calendar year. In addition, total redemptions (including those within two years of a stockholder’s death) are not permitted to the extent they would cause both (i) the aggregate amount paid for all redemptions during the then-current calendar year to exceed 100% of the net proceeds of the Company’s dividend reinvestment plan during such calendar year and (ii) the total number of shares redeemed during the then-current calendar year to exceed 5% of the weighted-average number of shares outstanding in the prior calendar year. Previously, total redemptions were limited to 100% of the net proceeds of the Company’s dividend reinvestment plan during such calendar year.

The full text of the Amended and Restated Share Redemption Program is filed as an exhibit hereto.

Amendment to Dividend Reinvestment Plan

On July 21, 2010, our board of directors approved an amendment to our dividend reinvestment plan (the “DRP”). The DRP previously provided for share purchases to be made at the higher of $9.55 per share or

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95% of the estimated value per share. As amended, the purchase price will remain $9.55 per share until the Net Asset Value Publication Date (as defined above). Thereafter, the purchase price will be 95.5% of the estimated per share value of a share of common stock. The amendment also provides voting rights to fractional shares acquired through the plan. Previously, only whole shares acquired through the plan were entitled to vote. A copy of the Second Amended and Restated Dividend Reinvestment Plan is filed as an exhibit hereto.

Item 9.01. Financial Statements and Exhibits

4.3	Second Amended and Restated Dividend Reinvestment Plan
4.4	Amended and Restated Share Redemption Program

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WELLS REAL ESTATE INVESTMENT TRUST II, INC.
Dated: July 27, 2010	By:	/s/ Douglas P. Williams
		Douglas P. Williams
		Executive Vice President

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		EXHIBIT INDEX
Exhibit No.		Description
Ex.	4.3	Second Amended and Restated Dividend Reinvestment Plan
Ex.	4.4	Amended and Restated Share Redemption Program

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EX-4.3

Exhibit 4.3

SECOND AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN

     Wells Real Estate Investment Trust II, Inc., a Maryland corporation (the “Company”), has adopted a Dividend Reinvestment Plan (the “DRP”), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company’s charter unless otherwise defined herein.

1. Number of Shares Issuable. The number of shares of Common Stock authorized for issuance under the

DRP is 185,000,000.

     2. Participants. “Participants” are holders of the Company’s shares of Common Stock who elect to participate in the DRP.

     3. Dividend Reinvestment. The Company will apply that portion (as designated by a Participant) of the dividends and other distributions (“Distributions”) declared and paid in respect of a Participant’s shares of Common Stock to the purchase of additional shares of Common Stock for such Participant. To the extent required by state securities laws, such shares will be sold through the broker-dealer and/or dealer manager through whom the Company sold the underlying shares to which the Distributions relate unless the Participant makes a new election through a different distribution channel. The Company will pay no selling commissions or the dealer manager fee in connection with the purchase of additional shares of Common Stock hereunder.

     4. Procedures for Participation. Qualifying stockholders may elect to become a Participant by completing and executing an enrollment form or any other Company-approved authorization form as may be available from the Company, the dealer manager or participating broker-dealers. To increase their participation, Participants must complete a new enrollment form and, to the extent required by state securities laws, make the election through the dealer manager or the Participant’s broker-dealer, as applicable. Participation in the DRP will begin with the next Distribution payable after receipt of a Participant’s enrollment or authorization. Shares will be purchased under the DRP on the date that the Company makes a Distribution. Distributions will be paid quarterly based on daily record dates as authorized and declared by the Company’s board of directors.

     5. Purchase of Shares. Until the Company announces an estimated value per share of Common Stock that is not based on the price to acquire Common Stock in a public offering, Participants will acquire Common Stock at a price of $9.55 per share. Upon the Company’s announcement in a public filing with the Securities and Exchange Commission that the Company has established an estimated value per share of Common Stock that is not based on the price to acquire Common Stock in a public offering, Participants will acquire Common Stock at a price equal to 95.5% of the estimated value per share of the Company’s Common Stock. Participants in the DRP may also purchase fractional shares so that 100% of the Distributions will be used to acquire shares. However, a Participant will not be able to acquire shares under the DRP to the extent such purchase would cause it to exceed the Ownership Limit (unless exempted by the Company’s board of directors).

     6. Taxation of Distributions. The reinvestment of Distributions in the DRP does not relieve Participants of any taxes that may be payable as a result of those Distributions and their reinvestment pursuant to the terms of this DRP.

     7. Share Certificates. The shares issuable under the DRP shall be uncertificated until the board of directors determines otherwise.

     8. Voting of DRP Shares. In connection with any matter requiring the vote of the Company’s stockholders, each Participant will be entitled to vote all of the shares, including fractional shares, acquired by the Participant through the DRP.

     9. Reports. Within 90 days after the end of the calendar year, the Company shall provide each Participant with (i) an individualized report on the Participant’s investment, including the purchase date(s), purchase price and number of shares owned, as well as the amount of Distributions received during the prior year; and (ii) all material information regarding the DRP and the effect of reinvesting dividends, including the tax consequences thereof.

     10. Termination by Participant. A Participant may terminate participation in the DRP at any time by delivering to the Company a written notice. To be effective for any Distribution, such notice must be received by the Company at least 10 business days prior to the last day of the fiscal period to which the Distribution relates. Any transfer of shares by a Participant will terminate participation in the DRP with respect to the transferred shares. Upon termination of DRP participation, Distributions will be distributed to the stockholder in cash.

     11. Amendment or Termination of DRP by the Company. The board of directors of the Company may amend or terminate the DRP for any reason; provided that any amendment that adversely affects the rights or obligations of a Participant (as determined in the sole discretion of the board of directors) shall only take effect upon 10 days’ written notice to the Participants.

     12. Liability of the Company. The Company shall not be liable for any act done in good faith, or for any good faith omission to act.

13.	Governing Law. This DRP shall be governed by the laws of the State of Maryland.
14.	Effective Date. The DRP became effective on November 26, 2003. This second amended and restated

DRP is effective as of July 21, 2010.

EX-4.4

Exhibit 4.4

AMENDED AND RESTATED SHARE REDEMPTION PROGRAM (approved July 21, 2010)

     The board of directors of Wells Real Estate Investment Trust II, Inc., a Maryland corporation (the “Company”), has adopted this Amended and Restated Share Redemption Program (the “SRP”), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company’s charter unless otherwise defined herein.

     1. Share Redemption. Subject to the terms and conditions of this SRP, including the limitations on redemptions set forth in paragraph 3 and the procedures for redemption set forth in paragraph 4, the Company will redeem such number of shares of the Company’s Common Stock (“Shares”) as requested by a stockholder or the authorized representative of a stockholder.

     2. Redemption Price. The price at which the Company will redeem a Share depends on whether the redemption is sought within two years of a stockholder’s death or Qualifying Disability (as defined in paragraph 6 below). The redemption of a Share that is not sought within two years of a stockholder’s death or Qualifying Disability is referred to as an “Ordinary Redemption.”

     a. The price that the Company will pay to redeem a Share pursuant to an Ordinary Redemption is as follows:

     i. prior to the date on which the Company publishes an estimated per Share value based in part on an estimate of the value of the Company’s assets (as opposed to an estimate based solely on the most recent price paid for a Share in a public offering of Shares) (the “Net Asset Value Publication Date”), 60.0% of the price at which the Share was originally issued by the Company (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Shares) less the aggregate distributions per Share of any net sale proceeds from the sale of one or more of the Company’s assets, or other special distributions so designated by the Board of Directors, distributed to stockholders prior to the Redemption Date (as defined below); and

     ii. on or after the Net Asset Value Publication Date, 95.0% of the estimated per Share value.

     b. The price that the Company will pay to redeem a Share within two years of a stockholder’s death or Qualifying Disability (as defined in paragraph 6 below) is as follows:

     i. prior to the Net Asset Value Publication Date, the price paid to acquire the Share from the Company; and

     ii. on or after the Net Asset Value Publication Date, the estimated per share value of the Common Stock, as determined by the Company’s advisor or another firm chosen for that purpose.

     The Net Asset Value Publication Date is expected to occur no later than 18 months after the termination of an offering of Shares by the Company if no other public offering of Shares commences within such 18-month period. An “offering” referred to in the foregoing sentence shall not include offerings on behalf of selling stockholders or offerings related to any dividend

reinvestment plan, employee benefit plan, or the redemption of interests in Wells Operating Partnership II, L.P., the Company’s operating partnership. On or after the date on which the Company completes its offering stage, the Company will report the redemption price in its annual report and three quarterly reports publicly filed with the Securities and Exchange Commission.

     3. Limitations on Redemption. Notwithstanding anything contained in this SRP to the contrary, the Company’s obligation to redeem Shares pursuant to paragraph 1 hereof is limited as follows:

     a. The Company will not redeem Shares from those who purchased their Shares from another stockholder if the date of such purchase is after the date of the announcement of the amendments to this SRP approved on July 21, 2010. A “purchase” shall not include transfers by gift, transfers by inheritance, intrafamily transfers, transfers as a result of family dissolutions, transfers to affiliates and transfers by operation of law. For the avoidance of doubt, once Shares are transferred for value by a stockholder, if such transfer occurs after the date of the announcement referenced above, the transferee and all subsequent holders of the Shares are not eligible to participate in this SRP.

     b. Except as set forth in paragraph 5(a) below, the Company will not make an Ordinary Redemption of a Share until such Share has been issued and outstanding for at least one year, provided that, if the Company is redeeming all of a stockholder’s Shares, then the Company will redeem Shares purchased by such stockholder pursuant to the Company’s dividend reinvestment plan even if such Shares have not been issued and outstanding for at least one year.

     c. The Company will not redeem Shares on any Redemption Date to the extent that such redemptions would cause the total number of Shares redeemed for Ordinary Redemptions and for redemptions sought within two years of a stockholder’s Qualifying Disability (as defined in paragraph 5 below) during the then-current calendar year to exceed 5% of the weighted-average number of Shares outstanding in the prior calendar year. Redemption requests precluded by this limit will not be considered for the limit below.

     d. The Company will not redeem Shares on any Redemption Date to the extent that such redemption would cause both (i) the aggregate amount paid for all redemptions (including those within two years of a stockholder’s death) during the then-current calendar year to exceed 100% of the net proceeds from the Company’s dividend reinvestment plan during such calendar year and (ii) the total number of all Shares redeemed (including those within two years of a stockholder’s death) during the then-current calendar year to exceed 5% of the weighted-average number of Shares outstanding in the prior calendar year.

e. No Ordinary Redemptions shall be effected before September 30, 2010.

     4. Procedures for Redemption. The Company will redeem Shares on the last business day of each month (each such date, a “Redemption Date”) and in all events on a date other than a dividend payment date. For a stockholder’s Shares to be eligible for redemption on a given Redemption Date, the Company must receive a written redemption request from the stockholder or from an authorized representative of the stockholder setting forth the number of Shares requested to be redeemed at least five business days before the Redemption Date. If the Company cannot repurchase all Shares presented for redemption in any month because of the limitations on redemption set forth in paragraphs 3(a) and (b), then the Company will honor redemption requests on a pro rata basis, except that (i) if a pro rata redemption would result in a stockholder owning less than half of the minimum amount required by applicable state law (the

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“Minimum Purchase Requirement”), then the Company would redeem all of such stockholder’s Shares; and (ii) if a pro rata redemption would result in a stockholder owning more than half but less than all of the Minimum Purchase Requirement, then the Company would not redeem any Shares that would reduce a stockholder’s ownership of Shares below the Minimum Purchase Requirement.

     If the Company does not completely satisfy a redemption request at month-end because the Company did not receive the request in time or because of the limitations on redemption set forth in paragraphs 3(a) and (b), then the Company will treat the unsatisfied portion of the redemption request as a request for redemption at the next Redemption Date on which funds are available for redemption, unless the redemption request is withdrawn; provided, however, that unsatisfied requests for Ordinary Redemptions received prior to the date on which the Company notifies its stockholders of the amendments set forth in this SRP which were approved on July 21, 2010, shall be treated as withdrawn in light of the change in redemption price effected by the amendment. Any stockholder can withdraw a redemption request by sending written notice to the Company at the address set forth in paragraph 8, provided such notice is received before the Redemption Date.

5. Special Provisions upon the Death or Qualifying Disability of a Stockholder.

Notwithstanding anything herein to the contrary, the Company will treat redemption requests sought within two years of a stockholder’s death or Qualifying Disability differently than Ordinary Redemptions, as follows:

     a. There is no requirement that Shares be issued and outstanding for at least one year before being redeemed; and

b. The special redemption pricing terms set forth in Paragraph 2.b. will

apply.

     Except as specifically set forth in paragraph 3 and this paragraph 5, redemptions upon the death or Qualifying Disability of a stockholder are subject to the same limitations and terms and conditions as other redemptions, including the redemption request procedures set forth in paragraph 4. A stockholder that is a trust may only redeem on the terms available in connection with the death or Qualifying Disability of a stockholder if the deceased or disabled was the sole beneficiary of the trust or if the only other beneficiary of the trust was the spouse of the deceased or disabled.

     6. Qualifying Disability Determinations. In order for a stockholder’s disability to entitle such stockholder to the special redemption terms described in paragraph 5 (a “Qualifying Disability”), (1) the stockholder must receive a determination of disability based upon a physical or mental condition or impairment arising after the date the stockholder acquired the Shares to be redeemed, and (2) such determination of disability must be made by the governmental agency responsible for reviewing the disability retirement benefits that the stockholder could be eligible to receive (the “Applicable Government Agency”). The Applicable Government Agencies are limited to the following: (i) if the stockholder paid Social Security taxes and, therefore, could be eligible to receive Social Security disability benefits, then the Applicable Governmental Agency is the Social Security Administration or the agency charged with responsibility for administering Social Security disability benefits at that time if other than the Social Security Administration; (ii) if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security disability benefits, but the stockholder could be eligible to receive disability benefits under the Civil Service Retirement System (“CSRS”), then the Applicable Governmental

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Agency is the U.S. Office of Personnel Management or the agency charged with responsibility for administering CSRS benefits at that time if other than the Office of Personnel Management; or (iii) if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security benefits but suffered a disability that resulted in the stockholder’s discharge from military service under conditions that were other than dishonorable and, therefore, could be eligible to receive military disability benefits, then the Applicable Governmental Agency is the Department of Veterans Affairs or the agency charged with the responsibility for administering military disability benefits at that time if other than the Department of Veterans Affairs.

     A disability determination by a governmental agency for purposes other than those listed above, including but not limited to worker’s compensation insurance, administration or enforcement of the Rehabilitation Act or Americans with Disabilities Act, or waiver of insurance premiums will not be considered a Qualifying Disability. Redemption requests following an award by the Applicable Governmental Agency of disability benefits must be accompanied by: (1) the investor’s initial application for disability benefits and (2) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Department of Veterans Affairs record of disability-related discharge or such other documentation issued by the Applicable Governmental Agency that the Company deems acceptable and that demonstrates an award of the disability benefits.

     Because the following disabilities do not entitle a worker to Social Security disability benefits, they will not be considered Qualifying Disabilities, except in the limited circumstances when the investor is awarded disability benefits by the other Applicable Governmental Agencies described above:

a.	disabilities occurring after the legal retirement age;
b.	temporary disabilities; and
c.	disabilities that do not render a worker incapable of performing

substantial gainful activity.

7. Termination, Suspension or Amendment of the SRP by the Company. The

Company may amend, suspend or terminate the SRP for any reason upon 30 days’ notice to the Company’s stockholders. The Company is not restricted in the manner in which it may notify stockholders of an amendment, suspension or termination of the SRP. Notwithstanding the foregoing, until a secondary market develops for the Shares, or until the Company’s board of directors decides to commence a liquidation of the Company, the Company may not amend the SRP in a way that materially adversely affects the rights of redeeming heirs without approval of the Company’s stockholders.

     The SRP provides stockholders a limited ability to redeem Shares for cash until a secondary market develops for the Shares. If and when such a secondary market develops, the SRP will terminate automatically.

     8. Address for Notice of Redemption Requests. Stockholders who desire to redeem their Shares must provide written notice to Wells Investment Securities, at 6200 The Corners Parkway, Suite 250, Norcross, GA 30092, ATTN: Investor Services.

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     9. Liability of the Company. The Company shall not be liable for any act done in good faith or for any good faith omission to act.

     10. Governing Law. The SRP shall be governed by the laws of the State of Maryland.

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