EXHIBIT 10.15
FORM OF
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P.

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. (this "AMENDMENT") is entered into as of August 13, 1999, by and between CPT-GP, Inc. ("GENERAL PARTNER"), a Delaware corporation and a wholly owned subsidiary of Camden USA, Inc. ("CAMDEN USA"), a Delaware corporation, a wholly owned subsidiary of Camden Property Trust ("CPT "or the "GENERAL PARTNER ENTITY"), a Texas real estate investment trust, as the general partner of Camden Operating, L.P., a Delaware limited partnership (the "PARTNERSHIP") and Edgewater Equity, Inc., a Delaware corporation ("EDGEWATER, INC.") and Edgewater Equity Partners, L.P., a Delaware limited partnership ("EDGEWATER, L.P."; each of Edgewater, Inc. and Edgewater, L.P. a "SERIES C
PREFERRED PARTNER" and collectively "SERIES C PREFERRED PARTNERS").

RECITALS

WHEREAS, the signatories hereto desire to amend that certain Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of April 15, 1997, as amended by that certain First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999 (collectively, as amended, the "AGREEMENT") as set forth herein; any terms capitalized herein but not defined herein having the definitions therefor set forth in the Agreement.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to continue the Partnership and amend the Agreement as follows:

1. As of the date hereof (a) Edgewater, Inc. has contributed $5,000,000 to the Partnership in exchange for the issuance to Edgewater, Inc. of 200,000 Series C Preferred Units (as defined in the Agreement, as amended hereby), and
(b) Edgewater, L.P. has contributed $8,000,000 to the Partnership in exchange for the issuance of 320,000 Series C Preferred Units. The Series C Preferred Units issued to the Series C Preferred Partners have been duly issued and fully paid. The Series C Preferred Partners are hereby admitted to the Partnership, effective as of August 13, 1999, each as an Additional Limited Partner (the information set forth on EXHIBIT A attached hereto relating to the interest of the Series C Preferred Partners in the Partnership is hereby included in Exhibit A to the Agreement), and by execution of this Amendment the Series C Preferred Partners have agreed to be bound by all of the terms and conditions of the Agreement, as amended hereby.

2. DEFINITIONS.

A. The words "Series C Preferred Units" are inserted after the word "Series B Preferred Units" in the first sentence of the definition of "Partnership Unit" in Article I of the Agreement.

B. The following new definitions are inserted in Article I of the Agreement so as to preserve alphabetical order:

"EXCESS SERIES C UNITS" shall have the meaning set forth therefor in Section 17.9.A hereof.

"PARTNERSHIP NET ASSET VALUE" means, with respect to any fiscal quarter of the Partnership, (A) the product of (1) the Net Operating Income for such quarter (as determined based upon the financial information of the Partnership provided by the Partnership pursuant to Section 4(f) of the Series C Preferred Contribution Agreement) multiplied by four and (2) eleven, less (B) all Indebtedness of the Partnership.

"NET OPERATING INCOME" means, with respect to any fiscal quarter of the Partnership, all cash received by the Partnership from whatever source (excluding the proceeds of any Capital Contributions and any capital transactions (e.g., refinancings, sales of assets, casualty or condemnation)) less the aggregate of the following: (i) all interest payments in respect of Partnership Indebtedness made during such quarter by the Partnership; and (ii) all operating expenses made by the Partnership during such quarter.

"PARITY PREFERRED UNITS" shall have the meaning set forth therefor in Section 17.1 hereof.

"SERIES C EXCHANGE NOTICE" shall have the meaning set forth therefor in Section 17.9.B hereof.

"SERIES C EXCHANGE PRICE" shall have the meaning set forth therefor in Section 17.9.A hereof.

"SERIES C PREFERRED CONTRIBUTION AGREEMENT" means, collectively, that certain (i) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity, Inc., CPT and Partnership, and (ii) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity Partners, L.P., CPT and Partnership.

"SERIES C PREFERRED PARTNERS" means Edgewater, Inc. and Edgewater, L.P., and their respective successors and assigns.

"SERIES C PREFERRED SHARES" shall have the meaning set forth therefor in Section 17.9.A hereof.

"SERIES C PREFERRED UNIT DISTRIBUTION PAYMENT DATE" shall

have the meaning set forth therefor in Section 17.3.A hereof.

"SERIES C PREFERRED UNIT PARTNERSHIP RECORD DATE" shall

have the meaning set forth therefor in Section 17.3.A hereof.

"SERIES C PREFERRED UNITS" shall have the meaning set forth therefor in Section 17.2 hereof.

"SERIES C PRIORITY RETURN" shall have the meaning set forth therefor in Section 17.1 hereof.

"SERIES C REDEMPTION PRICE" shall have the meaning set forth therefor in Section 17.6 hereof.

"UNITS JUNIOR TO SERIES C" shall have the meaning set forth therefor in Section 17.3.C hereof.

3. ARTICLE I. The definition of "PARITY PREFERRED UNITS" set forth in Article I is hereby deleted and replaced with the following:

""PARITY PREFERRED UNITS" shall have the meaning set forth therein in Section 17.1 hereof."

4. SECTION 4.2.D. Section 4.2.D of the Agreement is amended by inserting the word "four " in lieu of the word "three" in the second line thereof, and by inserting the words "and Series C Preferred Units" after the words "Series B Preferred Units" at the end of the first sentence thereof.

5. SECTION 8.4. Nothing contained in Section 8.4 of the Agreement shall modify or limit in any way any of the provisions of Article XVII of the Agreement.

6. SECTION 8.6. The provisions of Section 8.6 of the Agreement shall not be applicable to the Series C Preferred Units.

7. TRANSFERS. Section 11.1.A of the Agreement is amended by inserting the words "or an exchange pursuant to Sections 16.9 or 17.9 hereof" after the words "Section 8.6" in the last line thereof. Section 11.3.A of the Agreement is amended by inserting the words "or an exchange pursuant to Sections 16.9 or 17.9 hereof" after the words "Section 8.6" in the second line thereof. Section 11.3.A is further modified to include the following sentence after the last sentence thereof: "Notwithstanding anything in this Section 11.3 (but not including 11.3.C) to the contrary, the General Partner shall not unreasonably withhold its consent to any Transfer of any Series C Preferred Units, provided the provisions of Sections 11.3.B, 11.3.D. 11.3.E, 11.3.F, 11.4.B and 11.6 hereof are satisfied." Section 11.3.C of the Agreement is amended by adding the following new clause (x) after clause (ix) thereof: "and (x) notwithstanding any clause of this Section 11.3.C to the contrary, in the case of any Series C Preferred Partner, to an Affiliate of such Series C Preferred Partner, provided such transfer is made in accordance with Sections 11.3.D, 11.3.E, 11.3.F and 11.4.B of the Agreement (for the sake of this clause (x) and Section 11.6.C (as it relates to the Series C Preferred Units) only, the word "Affiliate" shall mean, in respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control of such person or entity whether or not such control shall include a controlling ownership interest and shall include with respect to any such person or entity the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise)." The following sentence is inserted after the last sentence of
Section 11.4.A of the Agreement: "Notwithstanding anything in Section 11.4 hereof to the contrary, the General Partner shall not unreasonably withhold its consent to the admission of a transferee of Series C Preferred Units as a Limited Partner, in respect of an exchange of Series C Preferred Units to a permitted transferee under Section 11.3.C hereof, provided that the effect of such admission would not be to cause the Partnership to have more than 500 Partners or to be a publicly traded partnership within the meaning of Section 7704 of the Code, and any such transferee shall, upon satisfaction of all of the conditions set forth in Sections 11.3.B, 11.3.D. 11.3.E, 11.3.F, 11.4.B and 11.6 hereof be admitted to the Partnership as a Substituted Limited Partner hereunder." Sections 11.6.A and 11.6.B of the Agreement each are amended by inserting the words "or an exchange pursuant to Sections 16.9 or 17.9 hereof " after the words "Section 8.6" therein. The following language is inserted at the end of Section 11.6.C of the Agreement: "; PROVIDED, HOWEVER, that a Series C Preferred Partner may make a Transfer to an Affiliate of such Series C Preferred Partner in accordance with the provisions of Section 11.3.C hereof without regard to such limitation." The last sentence of Section 11.6.D is hereby modified by inserting the words "or Series C Preferred Unit Partnership Date, as the case may be" after the words "Partnership Record Date ".

8. SECTION 12.2.B. The last sentence of Section 12.2.B shall not be deemed applicable to distributions in respect of the Series C Preferred Shares.

9. SECTION 16.1. The first sentence of Section 16.1 is hereby deleted in its entirety.

10. ARTICLE XVII. The following new Article XVII is inserted in the Agreement after Article XVI thereof:

ARTICLE XVII
SERIES C CUMULATIVE
REDEEMABLE PERPETUAL PREFERRED UNITS

SECTION 17.1 DEFINITIONS

The term "PARITY PREFERRED UNITS" shall be used to refer to any class or series of Partnership Interests now or hereafter authorized, issued or outstanding expressly designated by the Partnership to rank on a parity with Series C Preferred Units with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership (including, without limitation, the Series B Preferred Units). The term "SERIES C PRIORITY RETURN" shall mean, an amount equal to 8.25% per annum, determined on the basis of a 360 day year of twelve 30 day months (or actual days for any month which is shorter than a full monthly period), cumulative to the extent not distributed for any given distribution period pursuant to Section 5.1 hereof, of the stated value of $25 per Series C Preferred Unit, commencing on the date of issuance of such Series C Preferred Unit.

SECTION 17.2 DESIGNATION AND NUMBER

A series of Partnership Units in the Partnership designated as the "8.25% Series C Cumulative Redeemable Perpetual Preferred Units" (the "SERIES C PREFERRED UNITS") is hereby established. The number of Series C Preferred Units shall be 520,000.

SECTION 17.3 DISTRIBUTIONS

A. PAYMENT OF DISTRIBUTIONS. Subject to the rights of holders of Parity Preferred Units as to the payment of distributions, pursuant to Sections 5.1, 5.3 and 13.2 hereof, holders of Series C Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of Available Cash, cumulative preferential cash distributions at the rate per annum of 8.25% of the original Capital Contribution per Series C Preferred Unit. With respect to the Holders of the Series C Preferred Units, the original Capital Contribution per Series C Preferred Unit is $25. Such distributions shall be cumulative, shall accrue from the original date of issuance and will be payable (i) quarterly (such quarterly periods for purposes of payment and accrual will be the quarterly periods ending on the dates specified in this sentence and not calendar year quarters) in arrears, not later than the third calendar day after March 31, June 30, September 30 and December 31 of each year commencing on September 30, 1999 and, (ii) in the event of (a) an exchange of Series C Preferred Units into Series C Preferred Shares, or (b) a redemption of Series C Preferred Units, on the exchange date or redemption date, as applicable (each a "SERIES C PREFERRED UNIT DISTRIBUTION PAYMENT DATE"). The amount of the distribution payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed on the basis of the actual number of days elapsed in such a 30-day month. If any date on which distributions are to be made on the Series C Preferred Units is not a Business Day, then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such

Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Distributions on the Series C Preferred Units will be made to the holders of record of the Series C Preferred Units on the relevant record dates to be fixed by the Partnership acting through the General Partner, which record dates shall in no event exceed fifteen (15) Business Days prior to the relevant Series C Preferred Unit Distribution Payment Date (the "SERIES C PREFERRED UNIT PARTNERSHIP RECORD DATE").

B. DISTRIBUTIONS CUMULATIVE. Distributions on the Series C Preferred Units will accrue whether or not the terms and provisions of any agreement of the Partnership, including any agreement relating to its Indebtedness at any time prohibit the current payment of distributions, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such of such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series C Preferred Units will accumulate as of the Series C Preferred Unit Distribution Payment Date on which they first become payable. Distributions on account of arrears for any past distribution periods may be declared and paid at any time, without reference to a regular Series C Preferred Unit Distribution Payment Date to holders of record of the Series C Preferred Units on the record date fixed by the Partnership acting through the General Partner which date shall not exceed fifteen (15) Business Days prior to the payment date. Accumulated and unpaid distributions will not bear interest.

C. PRIORITY AS TO DISTRIBUTIONS.

(i) So long as any Series C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series C Preferred Units (collectively, "UNITS JUNIOR TO SERIES C"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units or any Units Junior to Series C, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Units Junior to Series C or, in accordance with Section 8.6 hereof, common shares of beneficial interest (or any similar equity security) of the General Partner Entity, (b) the conversion of Units Junior to Series C or Parity Preferred Units into Units Junior to Series C or common shares of beneficial interest (or any similar equity security) of the General Partner Entity, and
(c) the redemption of Partnership Interests corresponding to any Series C Preferred Shares, Parity Preferred Shares or Junior Shares (as those terms are defined in that certain Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES C DESIGNATION") establishing the Series C Preferred Shares (as hereinafter defined) to be purchased by the General Partner Entity pursuant to Article Nineteen of the Declaration of Trust.

(ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series C Preferred Units, all distributions authorized and declared on the Series C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series C Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series C Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in

respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other.

D. NO FURTHER RIGHTS. Holders of Series C Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions described herein.

SECTION 17.4 ALLOCATIONS

Sections 6.1.A and 6.1.B of the Agreement are hereby deleted and replaced by the following:

NET INCOME. After giving effect to the special allocations set forth in Section 1 of EXHIBIT C and Section 6.2 below, Net Income shall be allocated:

(i) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to Section 6.1.B(iii) below for all prior taxable years exceed Net Income previously allocated to the General Partner pursuant to this
Section 6.1.A(i) for all prior taxable years,

(ii) second, to holders of Partnership Interests that are entitled to any preference in distribution to the extent that Net Losses previously allocated to such holders pursuant to Section 6.1.B(ii) below for all prior taxable years exceed Net Income previously allocated to such holders pursuant to this Section 6.1.A(ii) for all prior taxable years,

(iii) third, to holders of Partnership Interests of a class not entitled to preference in distribution to the extent that Net Losses previously allocated to such holders pursuant to Section 6.1.B(i) below for all prior taxable years exceed Net Income previously allocated to such holders pursuant to this Section 6.1.A(iii) for all prior taxable years,

(iv) fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution in accordance with the rights of any such class of Partnership Interests (including Series B Preferred Units and Series C Preferred Units) until each such Partnership Interest has been allocated Net Income equal to the EXCESS OF (x) the cumulative amount of preferred distributions the holder of such Partnership Interests is entitled to receive (Series B Priority Return, in the case of Series B Preferred Units and Series C Priority Return, in the case of Series C Preferred Units and, as between the holders of Series B Preferred Units and the Series C Preferred Units, pro rata in proportion to the respective amount of cumulative preferred distributions that each such holder is entitled to receive) to the last day of the current taxable year or to the date of redemption, to the extent such Partnership Interests are redeemed during such taxable year, OVER (y) the cumulative Net Income allocated to such holder, pursuant to this Section 6.1.A(iv) for all prior taxable years, and

(v) fifth, with respect to Partnership Interests that are not entitled to any preference in the allocation of Net Income, pro rata to each such class in accordance with the terms of such

class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

NET LOSSES. After giving effect to the special allocations set forth in Section 1 of EXHIBIT C and Section 6.2, Net Losses shall be allocated:

(i) first, with respect to classe s of Partnership Interests that are not entitled to any preference in distribution (including the General Partner Interest), pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made) until the Adjusted Capital Account (ignoring for this purpose any amounts a Partner is obligated to contribute to the capital of the Partnership or is deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each Partner in such classes is reduced to zero,

(ii) second, to the holders of any Partnership Interests that are entitled to any preference in distribution (including Series B Preferred Units and Series C Preferred Units) in accordance with the rights of any such class of Partnership Interests (and, if there is more than one class of such Partnership Interests, then in the reverse order of their preference in distribution and if there is no preference, then among the holders thereof pro rata among them in proportion to their Adjusted Capital Account balances), until the Adjusted Capital Account (modified in the same manner as in clause (i)) of each such holder is reduced to zero, and

(iii) third, to the General Partner.

To the extent permitted under Section 704 of the Code, solely for purposes of allocating Net Income or Net Losses in any taxable year (or a portion thereof) to the holders of Series B Preferred Units and Series C Preferred Units pursuant to Section 6.1 hereof, items of Net Income or Net Losses, as the case may be, shall not include Depreciation with respect to properties that are "ceiling limited" in respect of holders of Series B Preferred Units or Series C Preferred Units. For purposes of the preceding sentence, Partnership property shall be considered "ceiling limited" in respect of a holder of Series B Preferred Units or Series C Preferred Units if Depreciation attributable to such Partnership property which would otherwise be allocable to such holder, without regard to this paragraph, exceeds depreciation determined for federal income tax purposes attributable to such Partnership property which would otherwise be allocable to such holder by more than 5%.

SECTION 17.5 LIQUIDATION PROCEEDS

A. DISTRIBUTIONS UPON CERTAIN EVENTS. Upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, distributions on the Series C Preferred Units shall be made in accordance with Section 13.2 hereof; PROVIDED, HOWEVER, that upon any such liquidation, dissolution or winding-up of the Partnership, the Liquidator may elect, in its sole discretion, to cause the Partnership or the General Partner Entity to issue to the holders of the Series C Preferred Units such number of Series C Preferred Shares as such holder would have received had they exercised their Exchange Rights in accordance with Section 17.9 hereof (it being assumed for purposes hereof that such holders would then be entitled to exercise such Exchange Rights) in lieu of the cash otherwise distributable to the Series C Preferred Partners pursuant to Section 13.2 hereof.

B. NOTICE. Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by (i)fax and (ii) by first class mail, postage pre-paid, not less than thirty (30) and not more than sixty (60) days prior to the payment date stated therein, to each record holder of the Series C Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership.

C. NO FURTHER RIGHTS. After payment of the full amount of the liquidating distributions to which they are entitled (whether in accordance with Section 13.2 hereof, or by delivery of Series C Preferred Shares in accordance with Section 17.5.A hereof or both), the holders of Series C Preferred Units will have no right or claim to any of the remaining assets of the Partnership.

D. CONSOLIDATION, MERGER OR CERTAIN OTHER TRANSACTIONS. The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the General Partner to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust, partnership, limited liability company or other entity (or of any corporation, trust, partnership, limited liability company or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.

SECTION 17.6 OPTIONAL REDEMPTION

A. RIGHT OF OPTIONAL REDEMPTION. The Series C Preferred Units may not be redeemed prior to the fifth (5th) anniversary of the issuance date. On or after such date, the Partnership shall have the right to redeem the Series C Preferred Units, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days written notice, at a redemption price, payable in cash, equal to the Capital Account balance of the holder of Series C Preferred Units (the "SERIES C REDEMPTION PRICE") or, if greater, the original Capital Contribution of such holder plus the current Series C Priority Return, whether or not declared to the relevant date, to the extent not previously distributed; PROVIDED, HOWEVER, that no redemption pursuant to this Section 17.6 will be permitted if the Series C Redemption Price does not equal or exceed the original Capital Contribution of such holder plus the cumulative Series C Priority Return, whether or not declared, to the redemption date to the extent not previously distributed. If fewer than all of the outstanding Series C Preferred Units are to be redeemed, the Series C Preferred Units to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional units).

B. LIMITATION ON REDEMPTION. The Partnership may not redeem fewer than all of the outstanding Series C Preferred Units unless all accumulated and unpaid distributions have been paid on all Series C Preferred Units for all quarterly distribution periods terminating on or prior to the date of redemption.

C. PROCEDURES FOR REDEMPTION.

(i) Notice of redemption will be (a) faxed, and (b) mailed by the Partnership, by certified mail, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series C Preferred Units at their respective addresses as they appear on the records of the Partnership. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series C Preferred Units except as to the holder to whom such notice was defective or not given. In addition to any information required by law, each such notice shall state: (m) the redemption date, (n) the

Series C Redemption Price, (o) the aggregate number of Series C Preferred Units to be redeemed and if fewer than all of the outstanding Series C Preferred Units are to be redeemed, the number of Series C Preferred Units to be redeemed held by such holder, which number shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series C Preferred Units the total number of Series C Preferred Units held by such holder represents) of the aggregate number of Series C Preferred Units to be redeemed, (p) the place or places where such Series C Preferred Units are to be surrendered for payment of the Series C Redemption Price, (q) that distributions on the Series C Preferred Units to be redeemed will cease to accumulate on such redemption date and (r) that payment of the Series C Redemption Price will be made upon presentation and surrender of such Series C Preferred Units and execution and delivery by the holder of Series C Preferred Units of an assignment of Partnership Interest pursuant to which such holder shall assign the Series C Preferred Units to the Partnership, shall represent and warrant that such Series C Preferred Units are unencumbered and not subject to any lien and that such holder has good title to such Series C Preferred Units and that such holder has requisite authority to assign the Series C Preferred Units to the Partnership pursuant to such assignment of Partnership Interest and shall provide such additional representations and warranties and assurances (including opinions of counsel) as shall be reasonably requested by the Partnership; provided that no Series C Preferred Units shall be redeemed by the Partnership unless and until the holder thereof shall have satisfied all of the conditions to such redemption (including, without limitation, the delivery of the foregoing assignment and further assurances).

(ii) If the Partnership gives a notice of redemption in respect of Series C Preferred Units (which notice will be irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Partnership will deposit irrevocably in trust for the benefit of the Series C Preferred Units being redeemed funds sufficient to pay the applicable Series C Redemption Price and will give irrevocable instructions and authority to pay such Series C Redemption Price to the holders of the Series C Preferred Units upon surrender of the Series C Preferred Units by such holders at the place designated in the notice of redemption, the delivery by such holders of the opinions of counsel and future assurances further described in
Section 17.6.C(i) hereof, and the execution and delivery by such holders of an assignment as further described in Section 17.6.C(i) hereof. If the Series C Preferred Units are evidenced by a certificate and if fewer than all Series C Preferred Units evidenced by any certificate are being redeemed, a new certificate shall be issued upon surrender of the certificate evidencing all Series C Preferred Units, evidencing the unredeemed Series C Preferred Units without cost to the holder thereof. On and after the date of redemption, distributions will cease to accumulate on the Series C Preferred Units or portions thereof called for redemption, unless the Partnership defaults in the payment thereof. If any date fixed for redemption of Series C Preferred Units is not a Business Day, then payment of the Series C Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Series C Redemption Price is improperly withheld or refused and not paid by the Partnership, distributions on such Series C Preferred Units will continue to accumulate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the applicable Series C Redemption Price.

D. The provisions of Section 8.6 of this Agreement do not apply to redemptions undertaken pursuant to this Article XVII.

SECTION 17.7 VOTING RIGHTS

A. GENERAL. Holders of the Series C Preferred Units will not have any voting rights or right to consent to any matter requiring the consent or approval of the Limited Partners, except as provided in Sections 7.3 and 14.1.C and this Section 17.7. In the event of any inconsistency between any other provision of this Agreement and the provisions of this Section 17.7, the provisions of this Section 17.7 shall control.

B. CERTAIN VOTING RIGHTS. So long as any Series C Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series C Preferred Units outstanding at the time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking senior to the Series C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests into any such senior Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an Affiliate of the Partnership, other than the General Partner Entity to the extent the issuance of such interests was to allow the General Partner Entity to issue corresponding preferred shares to persons who are not Affiliates of the Partnership; or (iii) either (A) consolidate, merge into or with, or (other than in a manner which results in a liquidation of the Partnership and the distributions provided for in Section 17.5 hereof (which distributions must be in the form of Series C Preferred Shares at any time prior to the fifth (5th) anniversary of the date hereof)) convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Agreement, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series C Preferred Units or the holders thereof; PROVIDED, HOWEVER, that with respect to the occurrence of a merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (l) the Partnership is the surviving entity and the Series C Preferred Units remain outstanding with the terms thereof unchanged, or
(2) the resulting, surviving or transferee entity is a partnership, limited liability company or other pass-through entity organized under the laws of any state and substitutes for the Series C Preferred Units other interests in such entity having substantially the same terms and rights as the Series C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series C Preferred Units (and shall not require the vote or consent of any of the holders of the Series C Preferred Units); and PROVIDED FURTHER that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests, in each case ranking (y) junior to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than the General Partner Entity to the extent the issuance of such interests was to allow the General Partner Entity to issue corresponding

preferred shares to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers (and shall not require the vote or consent of any of the holders of the Series C Preferred Units).

SECTION 17.8 TRANSFER RESTRICTIONS

The Series C Preferred Units shall be subject to the provisions of Article XI of the Agreement, as amended by this Amendment.

SECTION 17.9 EXCHANGE RIGHTS

A. RIGHT TO EXCHANGE.

(i) Series C Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.25% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES C PREFERRED SHARES") at an exchange rate of one share of Series C Preferred Shares for one Series C Preferred Unit, subject to adjustment as described below (the "SERIES C EXCHANGE PRICE"), provided that the Series C Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series C Preferred Units for Series C Preferred Shares if (x) at any time full distributions shall not have been timely made on any Series C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series C Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, (y) upon receipt by a holder or holders of Series C Preferred Units of (1) notice from the General Partner that the General Partner or the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Partnership Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series C Preferred Units may be exchanged for Series C Preferred Shares, in whole or in part, at the option any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series C Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series C Preferred Units or
(ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series C Preferred Units at such earlier time would not cause the Series C Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series C Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series C Preferred

Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series C Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series C Preferred Units would fail to maintain qualification as a real estate investment trust. In addition, if the holder of the Series C Preferred Units is an entity other than a real estate investment trust within the meaning of Sections 856 through 859 of the Code, the Series C Preferred Units may be exchanged in whole but not in part by such holder for Series C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity) if at any time, both (I) the holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of the holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year, and (II) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year.

(ii) Notwithstanding anything to the contrary set forth in Section 17.9.A(i), if a Series C Exchange Notice (as hereinafter defined) has been delivered to the General Partner, then the General Partner may, at its option, elect to redeem or cause the Partnership to redeem all or a portion of the Series C Preferred Units which are subject to such Series C Exchange Notice for cash in an amount equal to the original Capital Contribution per Series C Preferred Unit and all accrued and unpaid distributions thereon to the date of redemption. The General Partner may exercise its option to redeem the Series C Preferred Units for cash pursuant to this
Section 17.9.A(ii) by giving each holder which tendered its Series C Preferred Units pursuant to such Series C Exchange Notice, notice of its election to redeem for cash, within five
(5) Business Days after receipt of the Series C Exchange Notice, by (m) fax, and (n) registered mail, postage paid, at the address of each such holder as it may appear on the records of the Partnership stating (A) the redemption date, which shall be no later than sixty (60) days following the receipt of the Series C Exchange Notice, (B) the Series C Redemption Price, (C) the place or places where the Series C Preferred Units are to be surrendered for payment of the Series C Redemption Price, (D) that distributions on the Series C Preferred Units will cease to accrue on such redemption date; (E) that payment of the Series C Redemption Price will be made upon presentation and surrender of the Series C Preferred Units and (F) the aggregate number of Series C Preferred Units to be redeemed, and if fewer than all of the outstanding Series C Preferred Units are to be redeemed, the number of Series C Preferred Units to be redeemed held by such holder, which number shall equal such

holder's pro-rata share (based on the percentage of the aggregate number of outstanding Series C Preferred Units the total number of Series C Preferred Units held by such holder represents) of the aggregate number of Series C Preferred Units being redeemed.

(iii) In the event an exchange of all or a portion of Series C Preferred Units pursuant to SECTION 17.9.A(I) would violate the provisions on ownership limitation of the C Preferred Shares set forth in Article Nineteen of the Declaration of Trust with respect to the Series C Preferred Shares, the General Partner shall give written notice thereof to each holder of record of Series C Preferred Units, within fifteen (15) Business Days following receipt of the Series C Exchange Notice, by (m) fax, and (n) registered mail, postage prepaid, at the address of each such holder set forth in the records of the Partnership. In such event, each holder of Series C Preferred Units shall be entitled to exchange, pursuant to the provision of Section 17.9.B, a number of Series C Preferred Units which would comply with the provisions on the ownership limitation of the C Preferred Shares set forth in such Article Nineteen and any Series C Preferred Units not so exchanged (the "EXCESS SERIES C UNITS") shall be redeemed by the Partnership for cash in an amount equal to the original Capital Contribution per Excess Unit, plus any accrued and unpaid distributions thereon, whether or not declared, to the date of redemption. The written notice of the C Preferred Shares shall state (A) the number of Excess Series C Units held by such holder, (B) the Series C Redemption Price of the Excess Series C Units, (C) the date on which such Excess Series C Units shall be redeemed, which date shall be no later than sixty (60) days following the receipt of the Series C Exchange Notice, (D) the place or places where such Excess Series C Units are to be surrendered for payment of the Series C Redemption Price, (E) that distributions on the Excess Series C Units will cease to accrue on such redemption date, and (F) that payment of the Series C Redemption Price will be made upon presentation and surrender of such Excess Series C Units. In the event an exchange may, in the reasonable judgment of the General Partner, result in Excess Series C Units, as a condition to such exchange, each holder of such units agrees to provide representations and covenants reasonably requested by the General Partner relating to (1) the widely held nature of the interests in such holder, sufficient to assure the General Partner that the holder's ownership of the Series C Preferred Shares (without regard to the limits described above) will not cause any individual to own in excess of 9.8% in value of all shares of beneficial interest of the General Partner Entity; and (2) to the extent such holder can so represent and covenant without obtaining information from its owners, the holder's ownership of tenants of the Partnership and its affiliates. Each holder shall provide the General Partner with any reasonably requested information which the General Partner shall require in order to determine whether an exchange of all or any portion of the Series C Preferred Units pursuant to Section 17.9.A(i) hereof would violate the limitations on ownership set forth in the Declaration of Trust; provided that General Partner only shall be entitled to such information from such holder to the extent that such holder has such information reasonably available. To the extent that the General Partner requests any such information during the fifteen (15) Business Day period referenced in the first sentence of this Section 17.9.A(iii) and the holder shall fail to provide such information during such fifteen (15) Business Day period, such period shall be extended to the date that is three (3) Business Days following the delivery by the holder of such information to the General Partner.

(iv) The redemption of Series C Preferred Units described in Section 17.9.A(ii) and (iii) shall be subject to the provisions of Section 17.6.B(i) and Section 17.6.C(ii); PROVIDED, HOWEVER, that the term "Series C Redemption Price" in such Sections shall be read to mean the original Capital Contribution per Series C Preferred Unit being redeemed plus all accrued and unpaid distributions to the redemption date.

B. PROCEDURE FOR EXCHANGE.

(i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth
(5th) Business Day following the expiration of the fifteen
(15) day period further described in the first sentence of
Section 17.9.A(iii), by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with written notice of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Three Greenway Plaza, Suite 1300, Houston, Texas 77046. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares issued pursuant to this Section 17.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Bylaws of the General Partner Entity, the Securities Act and relevant state securities or blue sky laws.

(ii) In the event of an exchange of Series C Preferred Units for Series C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), receive any cash distribution from the Partnership, if such holder, after exchange, is entitled to receive a cash distribution with respect to the Series C Preferred Shares for which such Series C Preferred Unit was exchanged or redeemed.

(iii) Fractional shares of Series C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

C. ADJUSTMENT OF SERIES C EXCHANGE PRICE.

(i) The Series C Exchange Price is subject to adjustment upon certain events, including (a) subdivisions, combinations and reclassification of the Series C Preferred Shares, and (b) distributions to all holders of Series C Preferred Shares of evidence of indebtedness of the General Partner Entity or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series C Preferred Shares).

(ii) In case the General Partner Entity shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner Entity's capital shares or sale of all or substantially all of the General Partner Entity's assets), in each case as a result of which the Series C Preferred Shares will be converted into the right to receive shares of capital shares, other securities or other property (including cash or any combination thereof), each Series C Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital shares and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series C Preferred Shares or fraction thereof into which one Series C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner Entity may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In addition, so long as either Series C Preferred Partner, or any of their permitted successors or assigns, hold any Series C Preferred Units, the General Partner Entity shall not, without the affirmative vote of the holders of at least two-thirds of the Series C Preferred Units outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series of shares ranking prior to the Series C Preferred Shares with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner Entity into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares; (b) designate or create, or increase the authorized or issued amount of, any Parity Preferred Shares or reclassify any authorized shares of the General Partner Entity into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent that such Parity Preferred Shares are issued to an Affiliate of the General Partner Entity; (c) amend, alter or repeal the provisions of the Declaration of Trust (including the Series C Designation) or bylaws of the General Partner Entity, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series C Preferred Shares or the holders of the Series C Preferred Shares or the Series C Preferred Units; PROVIDED, HOWEVER, that any increase in the amount of authorized preferred shares of beneficial interest of the General Partner Entity ("PREFERRED SHARES") or the creation or issuance of any other series or class of Preferred Shares, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series C Preferred Shares with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series C Preferred Shares with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Shares are not issued to an Affiliate of the General Partner Entity, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

SECTION 17.10 NO CONVERSION RIGHTS

The holders of the Series C Preferred Units shall not have any rights to convert such shares into shares of any other class or series of shares or into any other securities of, or interest in, the Partnership.

SECTION 17.11 NO SINKING FUND

No sinking fund shall be established for the retirement or redemption of Series C Preferred Units."

11. EXHIBIT B, PARAGRAPH 3. The words "and XVII" are inserted after the word "XVI" in Paragraph 3 of Exhibit B of the Agreement.

12. EXHIBIT A. The Agreement is hereby amended by adding to Exhibit A of said Agreement the addendum to Exhibit A presently attached hereto and made a part hereof, so that all references to "Exhibit A" in the Agreement shall be deemed to be references to Exhibit A which shall include the addendum to Exhibit A attached hereto.

13. FULL FORCE AND EFFECT. Except as amended by the provisions hereof, the Agreement, as previously amended, shall remain in full force and effect in accordance with its terms and is hereby ratified, confirmed and reaffirmed by the undersigned for all purposes and in all respects.

14. SUCCESSORS/ASSIGNS. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns.

15. COUNTERPARTS. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

(SPACE LEFT INTENTIONALLY BLANK)

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

GENERAL PARTNER:

CPT-GP, INC.

By:_____________________________________________
Name:
Title:

CAMDEN PROPERTY TRUST, for purposes of Sections
8.5.C, 17.5.A and 17.9

By:_____________________________________________
Name:
Title:

***SIGNATURES CONTINUED ON NEXT PAGE***

ADDITIONAL LIMITED PARTNERS:

EDGEWATER EQUITY, INC.

By:_____________________________________________ Name:___________________________________________ Title:__________________________________________

EDGEWATER EQUITY PARTNERS, L.P.

By: WSW Capital, Inc., its general partner

By:_______________________________________
Name:_____________________________________
Title:____________________________________

                                                                  Series C
                                                                  Preferred
NAME AND ADDRESS OF PARTNERS:                                       UNITS
-----------------------------                                   ------------
LIMITED PARTNERS:
Edgewater Equity, Inc.                                             200,000
c/o DLJ Asset Management Group
277 Park Avenue
New York, New York  10172
Attention: Peter Gaudet
Edgewater Equity Partners, L.P.                                    320,000
c/o DLJ Asset Management Group
277 Park Avenue
New York, New York  10172
Attention: Peter Gaudet

TOTAL                                                              520,000
                                                                ============

EXHIBIT 10.16
FORM OF
THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF CAMDEN OPERATING, L.P.

THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. (this "AMENDMENT") is entered into as of September 7, 1999, by and between CPT-GP, Inc. ("GENERAL PARTNER"), a Delaware corporation and a wholly owned subsidiary of Camden USA, Inc. ("CAMDEN USA"), a Delaware corporation, a wholly owned subsidiary of Camden Property Trust ("CPT" or the "GENERAL PARTNER ENTITY"), a Texas real estate investment trust, as the general partner of Camden Operating, L.P., a Delaware limited partnership (the "PARTNERSHIP") and Edgewater Equity, Inc., a Delaware corporation ("EDGEWATER, INC.") and Edgewater Equity Partners, L.P., a Delaware limited partnership ("EDGEWATER, L.P.").

RECITALS

WHEREAS, the signatories hereto desire to amend that certain Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of April 15, 1997, as amended by that certain (i) First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999, and (ii) Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999 (collectively, as amended, the "AGREEMENT") as set forth herein; any terms capitalized herein but not defined herein having the definitions therefor set forth in the Agreement;

WHEREAS, as of August 13, 1999 (a) Edgewater, Inc. contributed $5,000,000 to the Partnership in exchange for the issuance by the Partnership to Edgewater, Inc. of 200,000 Series C Preferred Units, and (b) Edgewater, L.P. contributed $8,000,000 to the Partnership in exchange for the issuance by the Partnership to Edgewater, L.P. of 320,000 Series C Preferred Units. In connection therewith, inter alia, Edgewater, Inc. and Edgewater, L.P. were each admitted to the Partnership, effective, as of August 13, 1999, as an Additional Limited Partner; and

WHEREAS, as of the date hereof, Edgewater, L.P. has made an additional contribution to the Partnership in the sum of $22,500,000 in exchange for the issuance by the Partnership to Edgewater, L.P. of an additional 900,000 Series C Preferred Units.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to continue the Partnership and amend the Agreement as follows:

1. UNITS. As of the date hereof, Edgewater, L.P. has contributed $22,500,000 to the Partnership in exchange for the issuance to Edgewater, L.P. of 900,000 Series C Preferred Units. As of the date hereof, Edgewater, L.P. is the holder of a total of 1,220,000 Series C Preferred Units and by execution of this Amendment, Edgewater, L.P. has agreed to be bound by all of the terms and conditions of the Agreement, as amended hereby.

2. DEFINITIONS.

(a) Article I of the Agreement is hereby amended by the deletion of the definition of "Series C Preferred Contribution Agreement" in its entirety and its replacement with the following:

"SERIES C PREFERRED CONTRIBUTION AGREEMENT" means, collectively, that certain (i) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity, Inc., CPT and the Partnership, (ii) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity Partners, L.P., CPT and the Partnership, and (iii) Contribution Agreement, dated as of the date hereof, by and among, Edgewater Equity Partners, L.P., CPT and the Partnership.

(b) The term "SERIES C DESIGNATION" shall mean the Series C Designation, as amended by that certain First Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust, dated the date hereof, by the General Partner Entity.

3. AMENDMENT TO ARTICLE XVII. The second sentence of Section 17.2 is hereby deleted in its entirety and replaced with the following:

"The number of Series C Preferred Units shall be 1,420,000."

4. EXHIBIT A. The Agreement is hereby amended by adding to Exhibit A of said Agreement the addendum to Exhibit A presently attached hereto and made a part hereof, so that all references to "Exhibit A" in the Agreement shall be deemed to be references to Exhibit A which shall include the addendum to Exhibit A attached hereto.

5. FULL FORCE AND EFFECT. Except as amended by the provisions hereof, the Agreement, as previously amended, shall remain in full force and effect in accordance with its terms and is hereby ratified, confirmed and reaffirmed by the undersigned for all purposes and in all respects.

6. BINDING. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns.

7. COUNTERPARTS. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

(SPACE LEFT INTENTIONALLY BLANK)

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

GENERAL PARTNER

CPT-GP, INC.

By:_____________________________________
Name:___________________________________
Title:__________________________________

GENERAL PARTNER ENTITY

CAMDEN PROPERTY TRUST

By:_____________________________________
Name:___________________________________
Title:__________________________________

(SIGNATURES CONTINUED ON NEXT PAGE)

LIMITED PARTNERS

EDGEWATER EQUITY, INC.

By:_____________________________________
Name:___________________________________
Title:__________________________________

EDGEWATER EQUITY PARTNERS, L.P.

By: WSW Capital, Inc., its general partner

By:_____________________________________
Name:___________________________________
Title:__________________________________

                                            SERIES C
                                           PREFERRED
NAME AND ADDRESS OF PARTNER:                 UNITS

LIMITED PARTNER:

Edgewater Equity Partners, L.P.             900,000
c/o DLJ Asset Management Group
277 Park Avenue
New York, New York  10172
Attention: Peter Gaudet

_____________________________________________________________

TOTAL                                       900,000
                                            =======

EXHIBIT 10.17
FORM OF
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF CAMDEN OPERATING, L.P.

THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. (this "AMENDMENT") is entered into as of January 7, 2000, by and between CPT-GP, Inc. ("GENERAL PARTNER"), a Delaware corporation and a wholly owned subsidiary of Camden USA, Inc. ("CAMDEN USA"), a Delaware corporation, a wholly owned subsidiary of Camden Property Trust ("CPT" or the "GENERAL PARTNER ENTITY"), a Texas real estate investment trust, as the general partner of Camden Operating, L.P., a Delaware limited partnership (the "PARTNERSHIP") and Edgewater Equity, Inc., a Delaware corporation ("EDGEWATER, INC.") and Edgewater Equity Partners, L.P., a Delaware limited partnership ("EDGEWATER, L.P.").

RECITALS

WHEREAS, the signatories hereto desire to amend that certain Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of April 15, 1997, as amended by that certain (i) First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999, (ii) Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999, and (iii) Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999 (collectively, as amended, the "AGREEMENT") as set forth herein; any terms capitalized herein but not defined herein having the definitions therefor set forth in the Agreement;

WHEREAS, as of August 13, 1999 (a) Edgewater, Inc. contributed $5,000,000 to the Partnership in exchange for the issuance by the Partnership to Edgewater, Inc. of 200,000 Series C Preferred Units, and (b) Edgewater, L.P. contributed $8,000,000 to the Partnership in exchange for the issuance by the Partnership to Edgewater, L.P. of 320,000 Series C Preferred Units. In connection therewith, inter alia, Edgewater, Inc. and Edgewater, L.P. were each admitted to the Partnership, effective, as of August 13, 1999, as an Additional Limited Partner; and

WHEREAS, as of September 7, 1999, Edgewater, L.P. made an additional contribution to the Partnership in the sum of $22,500,000 in exchange for the issuance by the Partnership to Edgewater, L.P. of an additional 900,000 Series C Preferred Units.

WHEREAS, as of the date hereof, Edgewater, L.P. has made an additional contribution to the Partnership in the sum of $17,500,000 in exchange for the issuance by the Partnership to Edgewater, L.P. of an additional 700,000 Series C Preferred Units.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to continue the Partnership and amend the Agreement as follows:

1. UNITS. As of the date hereof, Edgewater, L.P. has contributed $17,500,000 to the Partnership in exchange for the issuance to Edgewater, L.P. of 700,000 Series C Preferred Units. As of the date hereof, Edgewater, L.P. is the holder of a total of 1,920,000 Series C Preferred Units and by execution of this Amendment, Edgewater, L.P. has agreed to be bound by all of the terms and conditions of the Agreement, as amended hereby.

2. DEFINITIONS.

(a) Article I of the Agreement is hereby amended by the deletion of the definition of "Series C Preferred Contribution Agreement" in its entirety and its replacement with the following:

"SERIES C PREFERRED CONTRIBUTION AGREEMENT" means, collectively, that certain (i) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity, Inc., CPT and the Partnership, (ii) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity Partners, L.P., CPT and the Partnership, (iii) Contribution Agreement, dated as of September 7, 1999, by and among, Edgewater Equity Partners, L.P., CPT and the Partnership, and (iv) Contribution Agreement, dated as of January 7, 2000, by and among, Edgewater Equity Partners, L.P., CPT and the Partnership

(b) The term "SERIES C DESIGNATION" shall mean the Series C Designation, as amended by that certain (i) First Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust, dated as of September 7, 1999, by the General Partner Entity, and (ii) Second Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust, dated as of January 7, 2000, by the General Partner Entity.

3. AMENDMENT TO ARTICLE XVII. The second sentence of Section 17.2 is hereby deleted in its entirety and replaced with the following:

"The number of Series C Preferred Units shall be 2,120,000."

4. EXHIBIT A. The Agreement is hereby amended by adding to Exhibit A of said Agreement the addendum to Exhibit A presently attached hereto and made a part hereof, so that all references to "Exhibit A" in the Agreement shall be deemed to be references to Exhibit A which shall include the addendum to Exhibit A attached hereto.

5. FULL FORCE AND EFFECT. Except as amended by the provisions hereof, the Agreement, as previously amended, shall remain in full force and effect in accordance with its terms and is hereby ratified, confirmed and reaffirmed by the undersigned for all purposes and in all respects.

6. BINDING. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns.

7. COUNTERPARTS. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

GENERAL PARTNER

CPT-GP, INC.

By:_____________________________________
Name:
Title:

GENERAL PARTNER ENTITY

CAMDEN PROPERTY TRUST

By:_____________________________________
Name:
Title:

(SIGNATURES CONTINUED ON NEXT PAGE)

LIMITED PARTNERS

EDGEWATER EQUITY, INC.

By:__________________________________________
Name:________________________________________
Title:_______________________________________

EDGEWATER EQUITY PARTNERS, L.P.

By: WSW Capital, Inc., its general partner

By:_____________________________________
Name:___________________________________
Title:__________________________________

                                           SERIES C
                                          PREFERRED
NAME AND ADDRESS OF PARTNER:                UNITS

LIMITED PARTNER:

Edgewater Equity Partners, L.P.             700,000
c/o DLJ Asset Management Group
277 Park Avenue
New York, New York  10172
Attention: Peter Gaudet

________________________________________________________

TOTAL                                       700,000
                                            =======

EXHIBIT 10.18

AMENDED AND RESTATED 1993 SHARE INCENTIVE PLAN
OF
CAMDEN PROPERTY TRUST

1. PURPOSE.

The purpose of this Plan is to benefit the Company's shareholders by encouraging high levels of performance by individuals who are key to the success of the Company and to enable the Company to attract, motivate and retain talented and experienced individuals essential to its continued success. This is to be accomplished by providing such individuals an opportunity to obtain or increase their proprietary interest in the Company's performance and by providing such individuals with additional incentives to remain with the Company.

2. DEFINITIONS.

The following terms, as used herein, shall have the meaning specified:

"Additional Base Shares" shall have the meaning set forth in Section 9(a).

"Additional Bonus Shares" shall have the meaning set forth in Section 9(a).

"Affiliate" means (i) any corporation more than 50% of whose stock having general voting power is owned is by the Company or by another Affiliate of the Company and (ii) the Special Subsidiary.

"Alternative Rights" shall have the meaning set forth in Section 6(a)(2).

"Amendment Date" shall mean February 13, 1998.

"Award" means an award granted pursuant to Section 6 hereof.

"Base Shares" shall have the meaning set forth in Section 9(a).

"Board" means the Board of Trust Managers of the Company as it may be comprised from time to time.

"Bonus Shares" shall have the meaning set forth in Section 9(a).

"Change in Control" shall have the meaning set forth in Section 8.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Committee" means the Committee as defined in Section 3.

"Company" means Camden Property Trust.

"Conjunctive Rights" shall have the meaning set forth in Section 6(a)(2).

"Consummation Date" means July 29, 1993.

"Director" means any person who shall from time to time serve as a member of the board of directors of any Affiliate.

"Election Date" shall mean the date an Independent Trust Manager is first elected to the Board of Trust Managers.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

"Fair Market Value" means the closing price of the relevant security as reported on the composite tape of New York Stock Exchange issues
(or such other reporting system as shall be selected by the Committee)
on the relevant date, or if no sale of the security is reported for such date, the next following day for which there is a reported sale. The Committee shall determine the Fair Market Value of any security that is not publicly traded, using such criteria as it shall determine, in its sole discretion, to be appropriate for such valuation.

"Incentive Exchange Right" shall have the meaning set forth in Section 9(a).

"Incentive Payment" shall have the meaning set forth in Section 9(a).

"Independent Trust Manager" means any Trust Manager who is not also an employee of the Company or any Affiliate; provided, that a Trust Manager who is a director or Trust Manager or a consultant, or both, but is not an employee also shall be an "Independent Trust Manager."

"Initial Public Offering Price" means $22.00 per Share.

"Insider" means any person who is subject to Section 16 of the Exchange Act.

"ISO" means an incentive stock option within the meaning of Section 422 of the Code.

"Limited Rights" shall have the meaning set forth in Section 6(d).

"Option" means any option granted pursuant to Sections 6(a)(1) or (2)

"Participant" means any person who has been granted an Award pursuant to this Plan.

"Performance Share Award" shall have the meaning set forth in Section 6(c).

"Performance Unit" shall have the meaning set forth in Section 6(c).

"Reload Option" shall have the meaning set forth in Section 6(a)(7).

"Restricted Shares" means the Shares issued as a result of a Restricted Share Award.

"Restricted Share Award" means a grant of the right to purchase Shares pursuant to Section 6(b) hereof. Such Shares, when and if issued, shall be subject to such transfer restrictions and risk of forfeiture as the Committee shall determine at the time the Award is granted, until such specific conditions are met. Such conditions may be based on continuing employment or achievement of pre-established performance objectives, or both.

"Rights" shall have the meaning set forth in Section 6(a)(2).

"Section 16" means Section 16 of the Exchange Act or any successor regulation and the rules promulgated thereunder by the Securities and Exchange Commission, as they may be amended from time to time.

"Shares" means the common shares of beneficial interest of the Company, par value $.01 per share.

"Special Subsidiary" means Apartment Connection, Inc.

"Spread" means (i) with respect to Conjunctive Rights and Alternative Rights, the excess of the Fair Market Value of one Share on the date of exercise of such Rights over the purchase price per Share payable under the related Option and (ii) with respect to Rights not granted in connection with an Option, the excess of the Fair Market Value of one Share on the date of exercise of such Rights over the Fair Market Value of one Share on the date such Rights were granted.

"Texas Act" shall mean the Texas Real Estate Investment Trust Act, as amended from time to time.

"Trust Manager" means any person who shall from time to time be a member of the Board of Trust Managers of the Company.

3. ADMINISTRATION AND INTERPRETATION.

(a) ADMINISTRATION. The Plan shall be administered by a Committee which shall consist of two or more Independent Trust Managers, each of whom shall be a "non-employee director" within the meaning of Rule 16b 3(b)(3)(i) of the Exchange Act and an "outside director" within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder. The Board may from time to time remove and appoint members of the Committee in substitution for, or in addition to, members previously appointed and may fill vacancies, however caused, in the Committee. The Committee may prescribe, amend and rescind rules and regulations for administration of the Plan and shall have full power and authority to construe and interpret the Plan. A majority of the members of the Committee shall constitute a quorum, and the act of a majority of the members present at a meeting or the acts of a majority of the members evidenced in writing shall be the acts of the Committee. The Committee may correct any defect or any omission or reconcile any inconsistency in the Plan or in any Award or grant made hereunder in the manner and to the extent it shall deem desirable.

The Committee shall have the full and exclusive right to grant all Awards under this Plan, which may be Options, Rights, Limited Rights, Restricted Share Awards, Dividend Equivalent Rights, Performance Units and Performance Share Awards. In granting Awards, the Committee shall take into consideration the contribution the individual has made or may make to the success of the Company or its Affiliates and such other factors as the Committee shall determine. The Committee shall periodically determine the Participants in the Plan and the nature, amount, pricing, time, and other terms of Awards to be made to such individuals, subject to the other terms and provisions of the Plan. The Committee shall also have the authority to consult with and receive recommendations from officers and other individuals of the Company and its Affiliates with regard to these matters. In no event shall any individual, his legal representative, heirs, legatees, distributees, or successors have any right to participate in the Plan except to such extent, if any, as the Committee shall determine.

The Committee may from time to time in granting Awards under the Plan prescribe such other terms and conditions concerning such Awards as it deems appropriate, including, without limitation, the achievement of specific goals established by the Committee, provided that such terms and conditions are not more favorable to any individual than those expressly set forth in the Plan.

The Committee may delegate to the officers of or individuals associated with the Company the authority to execute and deliver such instruments and documents, to do all such acts and things, and to take all such other steps deemed necessary, advisable or convenient for the effective administration of the Plan in accordance with its terms and purpose, except that the Committee may not delegate any discretionary authority with respect to substantive decisions or functions regarding the Plan or Awards thereunder as these relate to Insiders, including but not limited to decisions regarding the timing, eligibility, pricing, amount or other material term of such Awards.

(b) INTERPRETATION. The Committee shall have the power to interpret and administer the Plan. All questions of interpretation with respect to the Plan, the number of Shares or other security, Rights, or units granted, and the terms of any Award shall be determined by the Committee and its determination shall be final and conclusive upon all parties in interest. In the event of any conflict between an Award and this Plan, the terms of this Plan shall govern. It is the intent of the Company that this Plan and Awards hereunder satisfy and be interpreted in a manner that, in the case of participants who are or may be Insiders, satisfies the applicable requirements of Rule 16b-3 of the Exchange Act, so that such persons will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 and will not be subjected to liability thereunder. If any provision of this Plan or of any Award would otherwise frustrate or conflict with the intent expressed in this Section 3(b), that provision to the extent possible shall be interpreted and deemed amended so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, the provision shall be deemed void as applicable to insiders.

(c) LIMITATION ON LIABILITY. Neither the Committee nor any member thereof shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan in good faith, and the members of the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including counsel fees) arising therefrom to the full extent permitted by law. The members of the Committee shall be named as insureds under any directors and officers (or similar) liability insurance coverage which the Company may have in effect from time to time.

4. ELIGIBILITY.

The class of persons who are potential recipients of Awards granted under this Plan consist of the (i) Independent Trust Managers, (ii) directors of Affiliates, (iii) key employees of the Company or any Affiliate, and (iv) consultants to the Company or any Affiliate, in each case (other than in the case of clause (i)), as determined by the Committee from time to time. The Independent Trust Managers, directors, key employees and consultants to whom Awards are granted under this Plan, and the number of Shares subject to each such Award, shall be determined by the Committee in its sole discretion, subject, however, to the terms and conditions of this Plan. Persons to whom Awards may be granted include key employees, consultants and directors who are also Trust Managers. No Award may be granted to an Independent Trust Manager other than in accordance with Section 6(b)(5).

5. SHARES SUBJECT TO GRANTS UNDER THE PLAN.

(a) LIMITATION ON NUMBER OF SHARES. The Shares subject to grants of Awards shall be authorized but unissued Shares, and such Shares, if any, held as "treasury stock" by the Company. Subject to adjustment as hereinafter provided, the aggregate number of Shares as which Awards may be granted under the Plan shall not exceed 10% of the total number of Shares outstanding at any time.

Shares ceasing to be subject to an Award because of the exercise of an Option or Right or the vesting of an Award shall no longer be subject to any further grant under the Plan. However, if any outstanding Option or Right, in whole or in part, expires or terminates unexercised or is canceled or if any Award, in whole or in part, expires or is terminated or forfeited, for any reason prior to May 27, 2003, the Shares allocable to the unexercised, terminated, canceled or forfeited portion of such Award may again be made the subject of grants under the Plan; provided, however, that if the Participant receives the benefits of ownership of any Shares (which includes the receipt of dividends, but does not include the right to vote such Shares), such Shares may not again be made the subject of grants under the Plan and provided, further, that with respect to any Option or Rights granted to any Participant who is a "covered person" as defined in Section 162(m) of the Code and the regulations promulgated thereunder that is canceled, the number of Shares subject to such Option and/or Rights shall continue to count against the maximum number of Shares which may be the subject of Options and for Rights granted to such Participant.

For the purposes of computing the total number of Shares granted under the Plan, the following rules shall apply to Awards payable in Shares or other securities, where appropriate:

(i) except as provided in (v) of this Section, each Option shall be deemed to be the equivalent of the maximum number of Shares that may be issued upon exercise of the particular Option;

(ii) except as provided in (v) of this Section, each other Share-based Award payable in some other security shall be deemed to be equal to the number of Shares to which it relates;

(iii) except as provided in (v) of this Section, where the number of Shares available under the Award is variable on the date it is granted, the number of Shares shall be deemed to be the maximum number of Shares that could be received under that particular Award;

(iv) where Alternative Rights are granted in connection with an Option, only the number of Shares subject to the Option shall be counted, and any Shares as to which such Option is canceled due to the exercise of such Alternative Rights shall not again be available for further grants under the Plan; and

(v) each Share awarded or deemed to be awarded under the preceding subsections shall be treated as Shares, even if the Award is for a security other than Shares.

(b) ADJUSTMENTS OF AGGREGATE NUMBER OF SHARES. The aggregate number of Shares stated in Section 5(a) shall be subject to appropriate adjustment, from time to time, in accordance with the provisions of Section 7 hereof.

6. AWARDS.

(a) OPTIONS AND RIGHTS.

(1) GRANTS OF OPTIONS. Options granted under the Plan may be either ISOs or non-qualified stock options. At the time an Option is granted, the Committee may, in its discretion, designate whether such Option
(i) is to be an ISO, or (ii) is not to be treated as an ISO for purposes of this Plan and the Code. No Option which is intended to qualify as an ISO shall be granted under this Plan to any individual who, at the time of such grant, is not an employee of the Company or an Affiliate.

Notwithstanding any other provision of the Plan to the contrary, to the extent that the aggregate Fair Market Value (determined at the date an Option is granted) of the Shares with respect to which an Option intended to be an ISO (and any other ISO granted to the holder under the Plan or any other plans of the Company or an Affiliate) first becomes exercisable during any calendar year exceeds $100,000, such Option shall be treated as an Option which is not an ISO. Options with respect to which no designation is made by the Committee shall be deemed to be ISOs to the extent that the $100,000 limitation described in the preceding sentence is met. This paragraph shall be applied by taking Options into account in the order in which they are granted.

No ISO shall be granted to any person who, at the time of the grants, owns Shares possessing more than 10% of the total combined voting power of the Company or an Affiliate (other than the Special Subsidiary) of the Company, unless (i) on the date such ISO is

granted, the Option price is at least 110% of the Fair Market Value per Share subject to the ISO and (ii) such ISO by its terms is not exercisable after the expiration of five years from the date such ISO is granted.

The purchase price per Share pursuant to the exercise of any Option shall be fixed by the Committee at the time of grant; provided, however, that the purchase price per (regardless of whether such Option is an ISO or a non-qualified Option) shall not be less than the Fair Market Value of a Share on the date on which the Option is granted. In addition, the Committee shall designate the number of Shares, the terms and conditions (which may include, without limitation, the achievement of specific goals), with respect to Options granted under the Plan. Options may be granted by the Committee to any eligible at any time and from time to time.

The form of Option shall be as determined from time to time by the Committee. A certificate of Option signed by the Chairman of the Board or the President or Vice President and attested by the Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of the Company shall be delivered to each person to whom Options are granted.

(2) GRANTS OF RIGHTS. The Committee shall have the authority in its discretion to grant to any eligible person Rights which may be granted separately or in connection with an Option (either at the time of grant or, with respect to a non-qualified Option, at any time during the term of the Option). Rights granted in connection with an Option shall be granted with respect to the same number of Shares then covered by the Option and may be exercised, as determined by the Committee in its discretion at the time of the grant of the Rights, either in conjunction with, or as an alternative to, the exercise of the related Option; provided, however, that Rights granted in connection with an ISO can only be exercised as alternative to the exercise of the ISO.

Rights granted in connection with an Option that entitle the holder thereof to receive payment from the Company only if and to the extent that the related Option is exercisable and is exercised are referred to herein as "Conjunctive Rights." Upon any exercise of an Option in respect of which Conjunctive Rights shall have been granted, the holder of the Conjunctive Rights shall be entitled to receive payment of an amount equal to the product obtained by multiplying (i) the Spread, or such percentage or portion of the Spread as shall be determined by the Committee at the time of grant, by (ii) the number of Shares in respect of which the related Option shall have then been so exercised. Notwithstanding any provision of the Plan to the contrary, Conjunctive Rights may not be granted in relation to an ISO.

Rights granted in connection with an Option that entitle the holder thereof to receive payment from the Company only if, and to the extent that, the related Option is exercisable, by surrendering the Option with respect to the number of Shares as to which such Rights are then exercised are referred to herein as "Alternative Rights." Notwithstanding the preceding sentence, any Alternative Rights that relate to an ISO may be exercised only at such times that there is a positive Spread. Upon any exercise of Alternative Rights, the holder thereof shall be entitled to receive payment of an amount-equal to the-product obtained by multiplying (i) the Spread, or such percentage or portion of the Spread as shall be determined by the Committee at the time of grant, by (ii) the number of Shares in respect of which the Alternative Rights shall have then been so exercised.

Rights granted without relationship to an Option shall be exercisable at such rate as determined by the Committee. Such Rights shall entitle the holder, upon the exercise thereof, to receive payment from the Company of an amount equal to the product obtained by multiplying (i) the Spread, or such percentage or portion of the Spread as shall be determined by the Committee at the time of grant, by (ii) the number of Shares in respect of which the Rights shall have then been so exercised.

Notwithstanding anything contained herein, the Committee may, in its sole discretion, limit the amount payable upon the exercise of Rights. Any such limitation shall be determined as of the date of grant and noted on the certificate evidencing the grant of the Rights.

Payment of the amount determined hereunder upon the exercise of any Rights shall be made solely in cash, or solely in Shares valued at their Fair Market Value on the date of exercise of the Rights, or in a combination of cash and Shares, as the holder may elect, provided that any election by the holder shall be subject to approval by the Committee. No fractional Shares shall be issued by the Company, and settlement therefor shall be made in cash.

Notwithstanding any other provision of the Plan or of the Rights, for purposes of determining the amount of the Spread in the case of a holder of Rights who is an Insider, the Committee, in its sole discretion, may designate a single Fair Market Value per Share with respect to all such holders who exercise Rights during any single ten day period; provided, however, that the Fair Market Value per Share designated by the Committee during any such period shall in no event be greater than the highest Fair Market Value per Share on any day during such period or less than the lowest Fair Market Value per Share on any day during such period.

The form of Rights shall be as determined from time to time by the Committee. A certificate of Rights signed by the Chairman of the Board or the President or a Vice President and attested by the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, of the Company shall be delivered to each person to whom Rights are granted.

The Committee may fix such waiting periods, exercise dates or other limitations as it shall deem appropriate with respect to Rights granted under the Plan including, without limitation, the achievement of specific goals; provided, however, that each Right granted hereunder shall be exercisable only upon consent of the Committee.

(3) PAYMENT OF OPTION EXERCISE PRICE. Upon exercise of an Option, the full Option purchase price for the Shares with respect to which the Option is being exercised shall be payable to the Company, (i) in cash or by a check payable and acceptable to the Company or (ii) subject to the approval of the Committee, by tendering to the Company Shares owned by the holder for at least six months having an aggregate Fair Market Value per Share as of the date of exercise and tender which is not greater than the full Option purchase price for the Shares with respect to which the Option is being exercised and by paying the remainder of the Option purchase price as provided in (i) above; however, the Committee may, upon confirming that the holder owns the number of additional Shares being tendered, authorize the issuance of a new certificate for the number of Shares being acquired pursuant to the exercise of the Option less the number of Shares being tendered upon the exercise and return to the holder (or not require surrender of) the certificate for the Shares being tendered upon the exercise.

Notwithstanding the preceding, a holder may not use any Shares acquired pursuant to an Award granted under this Plan (or any other plan maintained by the Company or any Affiliate) unless the holder has beneficially owned such Shares for at least six months. Payment instruments will be received subject to collection. In addition to the foregoing methods of payment, the full Option purchase price for Shares with respect to which the Option is being exercised may be payable to the Company by such other methods as the Committee may permit from time to time.

(4) TERM. The term of each Option and Right shall be determined by the Committee at the date of grant; provided, however, that each Option that is an ISO shall, notwithstanding anything in the Plan to the contrary, expire not more than ten years from the date the Option is granted (or five years from the date of grant to the extent required under Section 6(a)(1)) or, if earlier, the date specified in the certificate evidencing the grant of such Option. An Option that is a non-qualified stock option shall expire not more than ten years from the date the Option is granted, or if earlier, the date specified in the certificate evidencing the grant of such Option. A Right not granted in connection with an Option shall expire not more than ten years from the date the Right is granted or, if earlier, the date specified in the certificate evidencing the grant of the Right.

(5) TERMINATION OF EMPLOYMENT OR RELATIONSHIP. In the event that a Participant's employment or relationship with the Company and its Affiliates shall terminate, for reasons other than (i) retirement pursuant to a retirement plan or policy of the Company or one of its Affiliates ("retirement"), (ii) permanent disability as determined by the Committee based on the opinion of a physician selected or approved by the Committee ("permanent disability") or (iii) death, the Participant's Options and Rights shall be exercisable by him or her, subject to subsection (4) above, only within 90 business days after such termination, but only to the extent the Option or Right was exercisable immediately prior to such termination.

If, however, any such termination is due to retirement or permanent disability, the Participant shall have the right, subject to the provisions of subsection (6) above, to exercise his or her Option and Rights at any time within the three month period commencing on the day next following such termination. Whether any termination is due to retirement or permanent disability, and whether an authorized leave of absence on military or government service or for other reasons shall constitute a termination for the purpose of the Plan, shall be determined by the Committee.

If a Participant shall die while entitled to exercise an Option or Rights, the Participant's estate, personal representative or beneficiary, as the case may be, shall have the right, subject to the provisions of subsection (4) above, to exercise the Option at any time within six months from the date of the holder's death.

If the employment, consulting arrangement or service of any Participant with the Company or an Affiliate shall be terminated because of the Participant's violation of the duties of such employment, consulting arrangement or service with the Company or an Affiliate as he or she may from time to time have, the existence of which violation shall be determined by the Committee in its sole

discretion (which determination by the Committee shall be conclusive) all unexercised Options of such Participant shall terminate immediately upon such termination of such Participant's employment, consulting arrangement or service with the Company and all Affiliates, and a Participant whose employment, consulting arrangement or service with the Company and Affiliates is so terminated, shall have no right after such termination to exercise any unexercised Option he or she might have exercised prior to termination of his or her employment, consulting arrangement or service with the Company and Affiliates.

(6) OPTIONS GRANTED BY OTHER CORPORATIONS. Options may be granted under the Plan from time to time in substitution for stock options held by employees and directors of corporations who become key employees or Trust Managers or directors of the Company or of any Affiliate as a result of any "corporate transaction" as defined in the Treasury Regulations promulgated under Section 424 of the Code.

(b) RESTRICTED SHARE AWARDS.

(1) AWARDS OF RESTRICTED SHARES. Restricted Share Awards may be awarded by the Committee to any individual eligible to receive the same, at any time and from time to time before May 27, 2003. In addition, and without limiting the generality of the foregoing, the Committee shall grant to any individual who is entitled to receive a bonus under the Company's ash bonus incentive plan, a Restricted Share Award with respect to Shares having a Fair Market Value on the date of the grant of such Restricted Share Award equal to a specified percentage determined by the Committee of the amount of such individual's bonus, provided that such individual has made an irrevocable election, at least six months prior to the date of the grant of such Restricted Share Award, to receive such Restricted Share Aware in lieu of such bonus.

(2) PURCHASE PRICE UNDER RESTRICTED SHARE AWARDS. The purchase price of Restricted Shares to be purchased pursuant to a Restricted Share Award shall be fixed by the Committee at the time of the grant of the Restricted Share Award; provided, however, that such purchase price shall not be less than the par value per Share of the Shares subject to the Restricted Share Award. The Committee shall specify, within its discretion, the time and manner in which payment of such purchase price shall be paid.

(3) DESCRIPTION OF RESTRICTED SHARES. All Restricted Shares purchased by an eligible person shall be subject to the following conditions:

(i) Restricted Shares shall be subject to such restrictions, terms and conditions as the Committee may establish, which may include, without limitation, "lapse" and "non-lapse" restrictions (as such terms are defined in regulations promulgated under Section 83 of the Code) and the achievement of specific goals;

(ii) the Restricted Shares may not be sold, exchanged, pledged, transferred, assigned or otherwise encumbered or disposed of until the terms and conditions set by the Committee at the time of the grant of the Restricted Share Award have been satisfied;

(iii) each certificate representing Restricted Shares issued pursuant to this Plan shall bear a legend making appropriate reference to the following:

"the Shares represented by this certificate have been issued pursuant to the terms of the 1993 Share Incentive Plan of Camden Property Trust and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as is set forth in the terms of such award dated ____________, ________________;" and

(iv) except as set forth in Section 8 of this Plan, no Restricted Shares granted pursuant to this Plan shall be subject to vesting requirements over a period of less than three years.

If a certificate representing Restricted Shares is issued to an individual (whether or not escrowed as provided below), the individual shall be the record owner of such Shares and and shall have all the rights of a shareholder with respect to such Shares (unless the Restricted Share Award specifically provides otherwise), including the right to vote and the right to receive dividends or other dividends made or paid with respect to such Shares.

In order to enforce the restrictions, terms and conditions that may be applicable to a Participant's Restricted Shares, the Committee may require the Participant, upon the receipt of a certificate or certificates representing such Shares, or at any time thereafter, to deposit such certificate or certificates, together with stock powers and other instruments of transfer, appropriately endorsed in blank, with the Company or an escrow agent designated by the Company under an escrow agreement, which may be a part of a Restricted Share Award, in such form as shall be determined by the Committee.

After the satisfaction of the terms and conditions set by the Committee with respect to Restricted Shares issued to an individual, and provided the Restricted Shares are not subject to a non-lapse restriction, a new certificate, without the legend set forth above, for the number of Shares that are no longer subject to such restrictions, terms and conditions shall be delivered to the individual. If such terms and conditions are satisfied as to a portion, but fewer than all, of such Shares, the remaining Shares issued with respect to such Award shall either be reacquired by the Company or, if appropriate under the terms of the award applicable to such Shares, shall continue to be subject to the restrictions, terms and conditions set by the Committee at the time of Award.

(4) TERMINATION OF EMPLOYMENT OR RELATIONSHIP. If the employment or relationship with the Company and its Affiliates of a holder of a Restricted Share Award is terminated for any reason before satisfaction of the terms and conditions for the vesting (within the meaning of Section 83 of the Code) of all Shares subject to the Restricted Share Award, the number of Restricted Shares not theretofore vested shall be reacquired by the Company and forfeited, and the purchase price paid for such forfeited Shares by the holder shall be returned to the holder. If Restricted Shares issued shall be reacquired by the Company and forfeited as provided above, the individual, or in the event of his death, his personal representative, shall forthwith deliver to the Secretary of the Company the certificates representing such Shares, accompanied by such instrument of transfer, if any, as may reasonably be required by the Company.

(5) RESTRICTED SHARE AWARDS TO INDEPENDENT TRUST MANAGERS. Each Independent Trust Manager shall be granted a Restricted Share Award on or her Election Date. Thereafter, each Independent Trust Manager shall be granted a Restricted Share Award of 2,000 or up to 2,225 Shares, at the discretion of the Board of Trust Managers, on each anniversary of the Election Date for so long as the individual remains an Independent

Trust Manager. The Restricted Shares granted on an Election Date under this Section 6(b)(5) shall vest at the rate of 20% on each anniversary of the Election Date over a five year period. Notwithstanding the preceding sentences, all or any part of any Restricted Shares granted pursuant to this Section 6(b)(5) shall immediately vest (but in no event during the six-month period commencing on the date of grant) in the event of the holder's retirement from the Company and all Affiliates on or after his or her 65th birthday, the holder's permanent disability (within the meaning of Section 22(e)(3) of the Code), or the holder's death. All or any part of any Restricted Shares granted pursuant to this Section 6(b)(5) also shall vest (but in no event during the six-month period commencing on the date of grant) upon the occurrence of a Change in Control (as defined in Section 8) while the holder is serving as a Trust Manager of the Company. Any Restricted Shares granted pursuant to this Section 6(b)(5) to the extent unvested, shall terminate immediately upon the holder's ceasing to serve as a Trust Manager of the Company (for reasons other than retirement, permanent disability or death as described above). To the extent the Board shall appoint a "Lead Independent Trust Manager," such person shall additionally be entitled to receive on the date of appointment and on the first anniversary date thereafter, a Restricted Share Award of 2,000 Shares. Thereafter, on each anniversary date, the Lead Independent Trust Manager will receive a Restricted Share Award of 1,000 Shares.

No grants of Restricted Shares or any other grants under this Plan may be made to an Independent Trust Manager except in accordance with this Section 6(b) (5). Notwithstanding any other provision of the Plan to the contrary, the provisions of this Section 6(b)(5) shall not be amended more than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the rules or regulations promulgated thereunder.

(c) PERFORMANCE UNITS AND PERFORMANCE SHARE AWARDS.

(1) AWARDS. Awards may be granted in the form of Performance Units or Performance Share Awards. Performance Units are units valued by reference to designated criteria established by the Committee, other than Shares. Performance Share Awards are Shares expressed in terms of, or valued by reference to, a Share. Awards of Performance Units and Performance Share Awards shall refer to a commitment by the Company to make a distribution to the Participant or to his or her beneficiary depending on (i) the attainment of the performance objectives and other conditions established by the Committee and (ii) the base value of the Performance Unit or Performance Share Award, respectively, as established by the Committee.

(2) SETTLEMENT. Settlement of Performance Units and Performance Share Awards may, in the sole discretion of the Committee, be in cash, in Shares (held for at least six months), or a combination thereof. The Committee may designate a method of converting Performance Units into Shares, including but not limited to a method based on the Fair Market Value over a series of consecutive trading days. Prior to the settlement of any Performance Unit or Performance Share Award in Shares, the recipient of such Award shall pay to the Company an amount of cash equal to, at a minimum, the par value per Share multiplied by the number of Shares to be issued.

(3) NO RIGHTS AS A SHAREHOLDER. Participants shall not be entitled to exercise any voting rights or to receive any interest or dividends with respect to Performance Units or Performance Share Awards.

(d) LIMITED RIGHTS.

The Committee shall have the power to grant limited Rights ("Limited Rights") which shall be a part of an Award. Limited Rights shall provide for the automatic cash payment to the holder of the Award equal to the Spread (or other determination of the value of the Award as fixed by the Committee) upon the occurrence of a Change in Control (as defined Section 8) on the dated fixed by the Committee at the time of the grant of such Limited Right. Limited Rights may provide that Committee approval is not required for the exercise of such Limited Right.

(e) DIVIDENDS AND DIVIDEND EQUIVALENTS.

An Award (including without limitation an Option Award) may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Shares subject to the Award (both before and after the Shares subject to the Award are earned, vested or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Shares as determined by the Committee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in Shares, may be subject to such conditions, restrictions and contingencies as the Committee shall establish.

(f) CONSIDERATION FOR AWARDS.

Subject to the requirements of the Texas Act, the Company shall obtain such consideration for the grant of an Award under this Section 6 as the Committee in its discretion may determine.

7. ADJUSTMENT PROVISIONS.

If, prior to the complete exercise of any Option, or prior to the expiration or lapse of all of the restrictions and conditions imposed pursuant to a Restricted Share Award, there shall be declared and paid a dividend upon the Shares or if the Shares shall be split up, converted, exchanged, reclassified, or in any way substituted for, then (i) in the case of an Option, the Option, to the extent that it has not been exercised, shall entitle the holder thereof upon the future exercise of the Option to such number and kind of securities or cash or other property subject to the terms of the Option to which he would have been entitled had he actually owned the Shares subject to the unexercised portion of the Option at the time of the occurrence of such dividend, split-up, conversion, exchange, reclassification or substitution, and the aggregate purchase price upon the future exercise of the Option shall be the same as if the originally optioned Shares were being purchased thereunder; and
(ii) in the case of Restricted Shares issued pursuant to a Restricted Share Award, the holder of such Award shall receive, subject to the same restrictions and other conditions of such Award as determined pursuant to the provisions of
Section 6(b), the same securities or other property as are received by the holders of the Company's Shares pursuant to such dividend, split-up, conversion, exchange, reclassification or substitution. Any fractional Shares or securities payable upon the exercise of the Option as a result of such adjustment shall be payable in cash based upon the Fair Market Value of such Shares or securities at the time of such exercise. If any such event should occur, the number of Shares with respect to which Awards remain to be issued, or with respect to which Awards may be reissued, shall be adjusted in a similar manner.

In addition to the adjustments provided for in the preceding paragraph, upon the occurrence of any of the events referred to in said paragraph prior to the complete exercise of any Rights or Limited Rights, or prior to the complete expiration of the vesting period with respect to Performance Units or a Performance Share Award, the Committee, in its sole discretion, shall determine the amount of cash and/or number of Shares or other property to which the holder

of the Rights shall be entitled upon their exercise, or to which the holder of the Performance Units or Performance Share Award shall be entitled upon the expiration of the vesting period, so that there shall be no increase or dilution in the cash and/or value of the Shares or other property to which the holder of Rights or of Performance Units or a Performance Share Award shall be entitled by reason of such events.

Notwithstanding any other provision of the Plan, in the event of a recapitalization, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or outstanding Shares, the Committee may make such equitable adjustments to the number of Shares and the class of shares available hereunder or to any outstanding Awards as it shall deem appropriate to prevent dilution or enlargement of rights.

8. ACCELERATION.

Notwithstanding any other provision of the Plan to the contrary, all or any part of any remaining unexercised Options and Rights granted to any person may be exercised in the following circumstances (but in no event during the six month period commencing on the date granted) and all or any part of any other Award not theretofore vested shall vest: (a) with respect to Options or Rights only, immediately upon (but prior to the expiration of the term of the Option or Rights) retirement, (b) subject to the provisions of Section 6 hereof, upon the permanent disability or death of the holder, (c) upon the occurrence of such special circumstance or event as in the opinion of the Committee merits special consideration, or (d) upon a Change in Control as defined below in which case the date on which such immediate exercisability and accelerated vesting shall occur (the "Acceleration Date".) shall be the date of the occurrence of the Change in Control.

A "Change in Control" shall be deemed to have occurred if:

(a) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Shares in the Company) together with its "affiliates" and "associates" (as such terms are defined in Rule 12b-2 of the Exchange Act) makes a tender or exchange offer for or is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), or has become the beneficial owner during the most recent twelve-month period ending on the date of the most recent acquisition by such person directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities; or

(b) during any period of two consecutive years (not including any period prior to the effective date of this Plan), individuals who at the beginning of such period constitute the Board, and any new Trust Manager (other than a Trust Manager designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a),
(c) or (d) of this definition) whose election by the Board or nomination-for election by the Company's shareholders was approved by a vote of at least two-thirds of the Trust Managers then still in office who either were Trust Managers at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or

(c) the shareholders of the Company approve a merger or consolidation of the Company with any other company other than
(i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior

thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 25% of the combined voting power of the Company's then outstanding securities; or

(d) the shareholders of the Company adopt a plan of complete liquidation of the Company or approve an agreement for the sale, exchange or disposition by the Company of all or a significant portion of the Company's assets. For purposes of this clause (d), the term "the sale, exchange or disposition by the Company of all or a significant portion of the Company's assets" shall mean a sale or other disposition transaction or series of related transactions involving assets of the Company or any subsidiary of the Company (including the stock of any subsidiary of the Company) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefore or by such other method as the Board determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than 33-1/3% of the Fair Market Value of the Company (as hereinafter defined). For purposes of the preceding sentence, the "fair market value of the Company" shall be the aggregate market value of the outstanding shares of beneficial interest of the Company (on a fully diluted basis) plus the aggregate market value of the Company's other outstanding equity securities. The aggregate market value of the Shares shall be determined by multiplying the number of Shares (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "Transaction Date") by the average closing price of the Shares for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of the Company shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the Shares or by such other method as the Board shall determine is appropriate.

Notwithstanding the foregoing, (except as provided otherwise in an Award) a Change in Control shall not be deemed to have occurred if, prior to the time a Change in Control would otherwise be deemed to have occurred pursuant to the above provisions, the Board determines otherwise.

9. RELOAD FEATURE.

(a) Automatically upon vesting of 20,000 or more Options, the Participant holding such vested Options shall have the right (the "Incentive Exchange Right") to exercise (at any time during the time period the Options are exercisable) any such vested Options. The exercise price for the Options must be paid with Shares held by the Participant for at least six months. Upon the exercise of the Options, the Participant shall receive Shares covered by the exercised Options. Rather than issuing the Participant the full number of Shares, the Company shall have the right to net the Shares to be issued against the Shares being surrendered by the Participant as payment for the exercise price, i.e., upon receipt of proof that the Shares have been held for at least six months, the

Company shall direct that the Participant retain such Shares. The Company shall then issue to the Participant Shares (the "Incentive Payment") having a Fair Market Value equal to the difference between the Fair Market Value of the Shares underlying the exercised Options on the date the Incentive Exchange Right is exercised and the exercise price of the exercised Options. The Participant shall have the right to receive bonus Shares by depositing 25% of the Incentive in Shares (the "Base Shares") with the Company. With respect to the Base Shares, the Participant will receive bonus Shares (the "Bonus Shares") in an amount equal to the number of Base Shares multiplied by 25%. The Bonus Shares shall be restricted and the restrictions shall lapse as follows:

Year One - 10% Year Two - 10% Year Three - 80%

The Base Shares received by the Participant will be held by the Company until the Bonus Shares vest in full; provided, however, the Participant may elect at any time (upon written notice to the Company) to have the Company issue the Base Shares to the Participant. If the Participant elects to receive the Base Shares prior to the vesting of the Bonus Shares, all unvested Bonus Shares shall be forfeited to the Company.

The Participant shall receive the remaining 75% of the Incentive Payment in Shares ("Additional Base Shares"). Any Additional Base Shares shall be issued directly to the Participant. With respect to the Additional Base Shares, the Participant shall likewise receive bonus Shares (the "Additional Bonus Shares") in an amount equal to the number of Additional Base Shares multiplied by 35%. The Additional Bonus Shares shall be restricted and the restrictions shall lapse as follows:

Year One - 10% Year Two - 10% Year Three - 10% Year Four - 10% Year Five - 60%

All restricted Shares received under this Section 9(a) and all Base Shares held by the Company for the Participant shall have the same rights with respect to voting and dividends as Restricted Shares awarded under this Plan.

(b) Upon exercise of the Incentive Exchange Right, the number of Options as to which such rights were exercised shall be "reloaded" and reissued to the Participant who exercised the Incentive Exchange Right, such Options to represent the right to purchase a number of Shares equal to the number of Options exercised less the number of Shares received as the Incentive Payment. Upon being reloaded, each Option shall again represent the right to purchase a Share at an exercise price equal to the Fair Market Value of the Share on the date of the reload (the date of notice of exercise of the Incentive Exchange Right). Vesting shall begin with respect to the reloaded Options on the date of issuance of the reloaded Options and the vesting term shall be the same as the surrendered Options (i.e., ten years).

(c) Notwithstanding anything herein to the contrary:

(i) Options may be reloaded only once;

(ii) the maximum Fair Market Value of Incentive Payments that may be made by the Company in any calendar year is $1,000,000 per person;

(iii) the maximum Incentive Payments in Shares that any officer, Trust Manager or 5% or more shareholder may

receive under this Section 9 is limited to an amount equal to 1% of the Company's outstanding Shares on the Amendment Date; and

(iv) the maximum amount of Incentive Payments that may be paid in Shares under this Section 9 is limited to an amount equal to 5% of the Company's outstanding Shares on the Amendment Date.

If a Participant gives notice of his or her intention to exercise his or her Incentive Exchange Right and the Company has already paid its maximum amount of Incentive Payments under items (iii) or (iv) above, the election under this
Section 9 shall be automatically revoked.

Following is an example reload exercise:

Participant A holds options to purchase 40,000 shares at a price of $20 per share. All of the options have vested. Participant A elects to exercise 30,000 of his options to purchase shares via a Reload transaction pursuant to Section 9 of the Amended and Restated 1993 Share Incentive Plan. These options were granted for 10 years and currently have 4 years until expiration. The Company's shares are currently trading at $28 per share, and the Participant can prove that he owns 25,000 shares that he has held for six months or longer.

The results of the Reload are as follows:

Option exercise price (30,000 X $20 = $600,000) $600,000 ($600,000 / $28 = 21,429 shares) in the form of 21,429 shares

{Since Participant A owns at least 21,429 shares which have been held for more than 6 months, he is able to exercise the Reload. He has chosen to exercise on a "net" basis, and therefore is not required to deliver the actual physical

securities, but rather must only prove ownership.}

Incentive Payment  {($28-$20) X 30,000 shares]                     $240,000
         ($240,000 / $28 = 8,571 shares)             in the form of 8,571 shares

Base Shares (8,571 X 25% = 2,143 shares)                            2,143 shares

Bonus Shares (2,143 X 25% = 536 shares)                               536 shares
         (vesting over 3 years - 10%, 10%, 80%)

Additional Shares (8,571 X 75% = 6,428 shares)                      6,428 shares

Additional Bonus Shares (6,428 X 35% = 2,250 shares)                2,250 shares
         (vesting over 5 years - 10%, 10%, 10%, 10%, 60%)

Reloaded Options priced at $28 per share,
  expiring 10 years later.                                        21,429 options
     (30,000 shares purchased - 8,571 Incentive Payment Shares = 21,429)

10. PARTICIPANT'S AGREEMENT.

If, at the time of the exercise of any Option or Right or the granting or vesting of an Award, in the opinion of counsel for the Company, it is necessary or desirable, in order to comply with any then applicable laws or regulations

relating to the sale of securities, that the individual exercising the Option or Right or receiving the Award shall agree to hold any Shares issued to the individual for investment and without any present intention to resell or distribute the same and that the individual will dispose of such Shares only in compliance with such laws and regulations, the individual will, upon the request of the Company, execute and deliver to the Company a further agreement to such effect.

11. WITHHOLDING TAXES.

No Award may be exercised and no distribution of Shares or cash pursuant to an Award may be made under the Plan until appropriate arrangements have been made by the holder with the Company for the payment of any amounts that the Company may be required to withhold with respect thereto, which arrangements may include the tender of previously owned Shares or the withholding of Shares issuable pursuant to such Award.

12. TERMINATION OF AUTHORITY TO MAKE GRANT.

No Awards will be granted pursuant to this Plan after May 27, 2003.

13. AMENDMENT AND TERMINATION.

The Board may from time to time and at any time alter, amend, suspend, discontinue or terminate this Plan or, with the consent of an affected holder, any outstanding Awards hereunder, provided, however, that no such action of the Board may, without the approval of the shareholders of the Company, alter the provisions of the Plan or outstanding Awards so as to (i) increase the maximum number of Shares which may be subject to Awards under the Plan (except as provided in Section 5(b)); or (ii) change the class of persons eligible to receive Awards; or (iii) amend the Plan in any manner that would require shareholder approval under Rule 16b-3 of the Exchange Act or under Section 162(m) of the Code.

14. PREEMPTION BY APPLICABLE LAWS AND REGULATIONS.

Notwithstanding anything in the Plan to the contrary, if, at any time specified herein for the making of any determination or payment, or the issuance or other distribution of Shares, any law, regulation or requirement of any governmental authority having jurisdiction in the premises shall require either the Company or the Participant (or the Participant's beneficiary), as the case may be, to take any action in connection with any such determination, payment, issuance or distribution, the issuance or distribution of such Shares or the making of such determination or payment, as the case may be, shall be deferred until such action shall have been taken.

15. CHANGE IN CONTROL LIMITATION.

Notwithstanding any other provision in the Plan, to the extent that the acceleration of exercisability or vesting of an Award under this Plan following a Change in Control, when aggregated with other payments or benefits to the Participant, whether or not payable pursuant to this Plan, would, as determined by tax counsel selected by the Company, result in "excess parachute payments" (as defined in Section 280G of the Code) such parachute payments or benefits provided to a Participant under this Plan shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the Participant's net after tax benefit shall exceed the net after tax benefit if such reduction were not made. "Net after tax benefit" shall mean the sum of (i) all payments and benefits which a Participant receives or is then entitled to receive that would constitute a "parachute payment" within the meaning of
Section 280G of the Code, less (ii) the amount of federal income taxes payable

with respect to the payments and benefits described in (i) above calculated at the maximum marginal income tax rate for the year in which such payments and benefits shall be paid to the Participant (based upon the rate for such year as set forth in the Code at the time of the first payment of the foregoing), less
(iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code.

16. MISCELLANEOUS.

(a) No Employment Contract. Nothing contained in the Plan shall be construed as conferring upon any Participant the right to continue in the employ, or as a Trust Manager or Director of or consultant to, of the Company or any Affiliate.

(b) Employment or Service with Affiliates. Employment by, or service for, the Company for the purpose of this Plan shall be deemed to include employment by, or service for, any Affiliate.

(c) No Rights as a Shareholder. A Participant shall have no rights as a shareholder with respect to Shares covered by the Participant's Award until the date of the issuance of such Shares to the Participant pursuant thereto. No adjustment will be made for dividends or other distributions or rights for which the record date is prior to the date of such issuance.

(d) Nonassignability. Neither a Participant nor a Participant's estate, personal representative or beneficiary shall have the power or right to sell, exchange, pledge, transfer, assign or otherwise encumber or dispose of such Participant's estate's, personal representative's or beneficiary's interest arising under the Plan nor shall such interest be subject to seizure for the payment of a Participant's or beneficiary's debts, Judgments, alimony, or separate maintenance or be transferable by operation of the law in the event of a Participant's, estate's, personal representative's or beneficiary's bankruptcy or insolvency and to the extent any such interest arising under the Plan is awarded to a spouse pursuant to any divorce proceeding, such interest shall be deemed to be terminated and forfeited, notwithstanding any vesting provisions or other terms herein or in such Award.

(e) Application of Funds. The proceeds received by the Company from the sale of Shares pursuant to the Plan will be used for its general business purposes.

(f) Governing Law: Construction. All rights and obligations under the Plan shall be governed by, and the Plan shall be construed in accordance with, the laws of the State of Texas without regard to the principles of conflicts of laws. Titles and headings to Sections herein are for purposes of reference only, and shall in no way limit, define or otherwise affect the meaning or interpretation of any provisions of the Plan.

EXHIBIT 10.19
CAMDEN PROPERTY TRUST
1999 EMPLOYEE SHARE PURCHASE PLAN
NOVEMBER 3, 1999

1. PURPOSE

The primary purpose of this Plan is to encourage Share ownership by each Eligible Employee in the belief that such Share ownership will increase his or her interest in the success of Camden Property Trust, a Texas real estate investment trust (the "Company").

2. DEFINITIONS

2.1. The term "Account" shall mean the separate bookkeeping account established and maintained by the Plan Administrator for each Participant for each Purchase Period to record the contributions made on his or her behalf to purchase Shares under this Plan.

2.2. The term "Beneficiary" shall mean the person designated as such in accordance with Section 8.

2.3. The term "Board" shall mean the Board of Trust Managers of the Company.

2.4. The term "Closing Price" shall mean the closing price for a Share as reported for such day in The Wall Street Journal or in any successor to The Wall Street Journal or, if there is no such successor, in any publication selected by the Committee or, if no such closing price is so reported for such day.

2.5. The term "Committee" shall mean the Compensation Committee of the Board.

2.6. The term "Company" shall mean Camden Property Trust, a Texas real estate investment trust.

2.7. The term "Election Form" shall mean the form which an Eligible Employee shall be required to properly complete in writing and timely file at least 15 days prior to the commencement of any Purchase Period in order to make any of the elections available to an Eligible Employee under this Plan.

2.8. The term "Eligible Employee" shall mean each officer or employee of a Participating Employer who is shown on the payroll records of a Participating Employer as an employee for at least twelve (12) months prior to the commencement of a Purchase Period.

2.9. The term "Participant" shall mean (a) for each Purchase Period an Eligible Employee who has elected to purchase Shares in accordance with Section 4 in such Purchase Period and (b) any person for whom Shares are held pending delivery under Section 7.

2.10. The term "Participating Employer" shall mean the Company and any affiliated entity which is designated as such by the Committee.

2.11. The term "Pay" means all cash compensation paid to an Eligible Employee for services to a Participating Employer, including regular straight time earnings or draw, overtime, commissions and bonuses, but excluding amounts paid as living allowance or reimbursement of expenses and other similar payments paid to him or her by the Participating Employer.

2.12. The term "Pay Day" means the day as of which Pay is paid to a Participant.

2.13. The term "Plan" shall mean this Camden Property Trust 1999 Employee Share Purchase Plan, effective as of October 1999, and as thereafter amended from time to time.

2.14. The term "Plan Administrator" shall mean the Company or the Company's delegate.

2.15. The term "Purchase Period" shall mean a period set by the Committee. Unless changed by the Committee, each Purchase Period shall begin on January 1 and July 1 each year and end on June 30 and December 31 each year.

2.16. The term "Purchase Price" for each Purchase Period shall mean 85% of the lesser of: (a) the Closing Price for a Share on the last trading day of such Purchase Period or (b) the Closing Price for a Share on the first trading day of such Purchase Period.

2.17. The term "Rule 16b-3" shall mean Rule 16b-3 promulgated under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor to such rule.

2.18. The term "Share" shall mean the common shares of beneficial interest, par value $.01 per share, of the Company. The aggregate number of Shares available for grant under this Plan shall not exceed 500,000, subject to adjustment pursuant to Section 17 hereof plus any Shares acquired by the Plan Administrator in the open market for the Accounts of the Participants.

3. ADMINISTRATION

Except for the exercise of those powers expressly granted to the Committee to determine the Closing Price, who is a Participating Employer and to set the Purchase Period, the Plan Administrator shall be responsible for the administration of this Plan and shall have the power in connection with such administration to interpret the Plan and to take such other action in connection with such administration as the Plan Administrator deems necessary or equitable under the circumstances. The Plan Administrator also shall have the power to delegate the duty to perform such administrative functions as the Plan Administrator deems appropriate under the circumstances. Any person to whom the

duty to perform an administrative function is delegated shall act on behalf of and shall be responsible to the Plan Administrator for such function. Any action or inaction by or on behalf of the Plan Administrator under this Plan shall be final and binding on each Eligible Employee, each Participant and on each other person who makes a claim under this Plan based on the rights, if any, of such Eligible Employee or Participant under this Plan.

4. PARTICIPATION

4.1. Each person who is an Eligible Employee on the enrollment date shall be a Participant in this Plan for the related Purchase Period, if he or she (i) properly completes and timely files an Election Form with the Plan Administrator to elect to participate in this Plan; and (ii) deposits, either through payroll deduction or a lump sum, the full amount of his or her desired purchase amount prior to the final pricing day of a Purchase Period. An Election Form may require an Eligible Employee to provide such information and to agree to take such action (in addition to the action required under Section 5) as the Plan Administrator deems necessary or appropriate in light of the purpose of this Plan or for the orderly administration of this Plan.

4.2. Notwithstanding anything herein to the contrary, no person shall be deemed to be an Eligible Employee:

(a) if immediately after such participation, Participant would own Shares, and/or hold outstanding options to purchase Shares, possessing 5% or more of the total combined voting power or value of all classes of Shares of the Company (for purposes of this paragraph, the rules of Section 424(d) of the Internal Revenue Code of 1986, as amended, shall apply in determining Share ownership of any Participant); or

(b) if such Participant's rights to purchase Shares under all employee share purchase plans of the Company accrues at a rate which exceeds $25,000 in fair market value of the Shares (determined at the time of Plan enrollment) for each calendar year in which such purchase right is outstanding; or

(c) if immediately prior to commencement of a Purchase Period, the Eligible Employee has not been an employee of the Company for at least one year; or

(d) if the Participant is no longer an Eligible Employee at the final pricing date and when the shares are purchased.

Contributions

4.3. Each Participant's Election Form under Section 4 shall specify the contributions that he or she proposes to make for the related Purchase Period. If the Participant elects to make payroll deductions, such contributions shall be expressed as a specific dollar amount that Participant proposes to contribute in cash or a percentage of the Participant's Pay that his or her Participant Employer is authorized to deduct from his or her Pay each Pay Day during the Purchase Period (or as a combination of such cash and such payroll deduction contributions); provided, however:

(a) the minimum payroll deduction for a Participant for each Pay Day for purposes under this Plan shall be $10.00, and

(b) the maximum contribution which a Participant may make for purposes under this Plan for any calendar year shall be $25,000.

Notwithstanding the preceding, a Participant may, on his or her Election Form, elect to make cash deposits to the Plan at any time during a Purchase Period in any amount up to the $25,000 aggregate annual limit rather than or in addition to regular deductions from pay.

4.4. A Participant shall have the right to amend his or her Election Form at any time to reduce or to stop his or her contributions, and such amendment shall be effective immediately for cash contributions and as soon as practicable after the Plan Administrator actually receives such amended Election Form for payroll deductions.

4.5. A Participant may withdraw his or her contributions at any time. A withdrawal shall be deducted from the Participant's Account as of the date the Plan Administrator receives such amended Election Form, and the actual withdrawal shall be effected by the Plan Administrator as soon as practicable after such date. A Participant who withdraws his or her contributions in full may not be eligible to participate in the Plan for six (6) months from the date of such withdrawal, i.e. will not be eligible for the next Purchase Period.

4.6. All payroll deductions made for a Participant shall be credited to his or her Account as of the Pay Day as of which the deduction is made. All cash deposits made by a Participant shall be credited to his or her Account as of the date such amount is received by the Plan Administrator. All contributions made by a Participant under this Plan, whether in cash or through payroll deductions, shall be held by the Company or by such Participant's Participating Employer, as agent for the Company. All such contributions shall be held as part of the general assets of the Company and shall not be held in trust or otherwise segregated from the Company's general assets. No interest shall be paid or accrued on any such contributions. Each Participant's right to the contributions credited to his or her Account shall be that of a general and unsecured creditor of the Company. Each Participating Employer shall have the right to make such provisions as it deems necessary or appropriate to satisfy any tax laws with respect to purchases of Shares made under this Plan.

4.7. The balance credited to the Account of an Eligible Employee automatically shall be refunded in full (without interest) if his or her status as an employee of all Participating Employers terminates for any reason whatsoever during a Purchase Period. Such refunds shall be made as soon as practicable after the Plan Administrator has actual notice of any such termination.

5. PURCHASE OF SHARES

5.1. If a Participant is an Eligible Employee through the end of a Purchase Period, the balance which remains credited to his or her Account at the end of such Purchase Period automatically shall be applied to purchase Shares at the Purchase Price for such Shares for such Purchase Period. Such Shares shall be purchased on behalf of the Participant by operation of this Plan in whole and fractional Shares.

5.2. Except as specifically provided herein, all Participants shall have the same rights and privileges under the Plan. All rules and determinations of the Board in the administration of the Plan shall be uniformly and consistently applied to all persons in similar circumstances.

5.3. The Plan Administrator may use up to ten (10) trading days to make open market purchases of Shares. The average price paid for all Shares purchased during such ten (10) day period shall become the price used to allocate Shares to all Participants. For the purpose of determining holding periods pursuant to the Plan, all Shares purchased shall be deemed to have been purchased on the 10th trading day following the end of the relevant Purchase Period.

5.4. If the total Shares to be purchased in accordance with Section 6.1 exceeds the number of Shares available under the Plan, (after deducting all of the Shares previously purchased under Section 6.1), the Plan Administrator shall make a pro rata allocation of the Shares in a uniform manner.

6. DELIVERY

A book-entry record of the Shares purchased by each Participant shall be maintained by the Company's transfer agent and no certificates shall be issued for such Shares except to the extent that a Participant specifically so requests. Notwithstanding the foregoing, when a refund is made to a Participant pursuant to Section 5.5, certificates shall be delivered to him or her for all Shares then held for the Participant under the Plan. A Share certificate delivered to a Participant shall be registered in his or her name or, if the Participant so elects and is permissible under applicable law, in the names of the Participant and one such other person as may be designated by the Participant, as joint tenants with rights of survivorship. However, (a) no Share certificate representing a fractional share of Share shall be delivered to a Participant or to a Participant and any other person, (b) cash which the Plan Administrator deems representative of the value of a Participant's fractional share shall be distributed (when a Participant requests a distribution of certificates for all of the shares of Share held for him or her) in lieu of such fractional share unless a Participant in light of Rule 16b-3 waives his or her right to such cash payment and (c) the Plan Administrator shall have the right to charge a Participant for registering a Share in the name of the Participant and any other person. No Participant (or any person who makes a claim for, on behalf of or in place of a participant) shall have any interest in any Share under this Plan until they have been reflected in the book-entry record maintained by the transfer agent or the certificate for such Share has been delivered to such person.

7. DESIGNATION OF BENEFICIARY

A Participant may designate on his or her Election Form a Beneficiary (a) who shall receive the balance credited to his or her Account if the Participant dies before the end of a Purchase Period and (b) who shall receive the Share, if any, purchased for the Participant under this Plan if the Participant dies after the end of a Purchase Period but before either the certificate representing such Shares has been delivered to the Participant or before such Shares have been credited to a brokerage account maintained for the Participant. Such designation may be revised in writing at any time by the Participant by filing an amended Election Form, and his or her revised designation shall be effective at such time as the Plan Administrator receives such amended Election Form. If a deceased Participant fails to designate a Beneficiary or, if no person so designated survives a Participant or, if after checking his or her last known mailing address, the whereabouts of the person so designated survives a Participant or, if after checking his or her last known mailing address, the whereabouts of the person so designated are unknown, then the Participant's estate shall be treated as his or her designated Beneficiary under this Section

8. TRANSFERABILITY AND DISPOSITIONS

8.1. Neither the balance credited to a Participant's Account nor any rights to receive Shares under this Plan may be assigned, encumbered, alienated, transferred, pledged or otherwise disposed of in any way by a Participant during his or her lifetime or by his or her Beneficiary or by any other person during his or her lifetime, and any attempt to do so shall be without effect.

8.2. Except as provided in Section 7, no sale, transfer or other disposition may be made of any Shares purchased under the Plan during the first nine (9) months following the end of a Purchase Period. If a Participant violates the foregoing restriction, he or she shall remit to the Company an amount of cash equal to the difference between the Purchase Price for such Shares and the price paid by the Plan Administrator to acquire the Shares as provided under Section 6.3. Notwithstanding the foregoing, if a Participant who owns Shares subject to the foregoing restriction is determined by the Plan Administrator in its discretion to have a serious financial need for the proceeds of the sale of such Shares, then upon application made by the Participant, the Plan Administrator shall consent to a sale of such Shares to the extent necessary to satisfy the serious financial need, and the Participant will not be required to make the remittance to the Company described in this
Section 9.2. Alternatively, the Plan Administrator may, at the Participant's option, sell the Shares and deduct from the proceeds of such sale the remittance due under this Section 9.2. No participant shall be required to sell Shares upon termination of employment.

9. SECURITIES REGISTRATION

If the Company shall deem it necessary to register under the Securities Act of 1933, as amended, or any other applicable statute any Shares purchased under this Plan or to qualify any such Shares for an exemption from any such statutes, the Company shall take such action at its own expense. If Shares are listed on

any national securities exchange at the time any Shares are purchased hereunder, the Company shall make prompt application for the listing on such national securities exchange of such Shares, at its own expense. Purchases of Shares hereunder shall be postponed as necessary pending any such action.

10. COMPLIANCE WITH RULE 16B-3

All elections and transactions under this Plan by persons subject to Rule 16b-3 are intended to comply with at least one of the exemptive conditions under Rule 16b-3. The Plan Administrator shall establish such administrative guidelines to facilitate compliance with at least one such exemptive condition under Rule 16b-3 as the Plan Administrator may deem necessary or appropriate. If any provision of this Plan or such administrative guidelines or any act or omission with respect to this Plan (including any act or omission by an Eligible Employee) fails to satisfy such exemptive condition under Rule 16b-3 or otherwise is inconsistent with such condition, such provision, guidelines or act or omission shall be deemed null and void.

11. AMENDMENT OR TERMINATION

This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate, and any such amendment shall be subject to the approval of the Company's shareholders to the extent such approval is required under the laws of the State of Texas, federal tax laws or to the extent such approval is required to meet the security holder approval requirements under Rule 16b-3; provided, however, no amendment shall be retroactive unless the Board in its discretion determines that such amendment is in the best interest of the Company or such amendment is required by applicable law to be retroactive. The Board also may terminate this Plan and any Purchase Period at any time (together with any related contribution election) or may terminate any Purchase Period (together with any related contribution elections) at any time; provided, however, no such termination shall be retroactive unless the Board determines that applicable law requires a retroactive termination.

12. NOTICES

All Election Forms and other communications from a Participant to the Plan Administrator under, or in connection with, this Plan shall be deemed to have been filed with the Plan Administrator when actually received in the form specified by the Plan Administrator at the location, or by the person, designated by the Plan Administrator for the receipt of any such Election Form and communications.

13. EMPLOYMENT

The right to elect to participate in this Plan shall not constitute an offer of employment or membership on the Board, and no election to participate in this Plan shall constitute an employment agreement for an Eligible Employee. Any such right or election shall have no bearing whatsoever on the employment relationship between an Eligible Employee and any other person. Finally, no Eligible Employee shall be induced to participate in this Plan, or shall participate in this Plan, with the expectation that such participation will lead to employment or continued employment.

14. CHANGES IN CAPITAL STRUCTURE

14.1.In the event that the outstanding Shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of Shares or other securities of the Company or of another corporation, by reason of any reorganization, merger, consolidation, recapitalization, reclassification, Share split-up, combination of Shares or dividend payable in Shares, appropriate adjustment shall be made by the Board in the number or kind of Shares as to which a right granted under this Plan shall be exercisable, to the end that the right holder's proportionate interest shall be maintained as before the occurrence of such event. Any such adjustment made by the Board shall be conclusive.

14.2.If the Company is not the surviving or resulting corporation in any reorganization, merger, consolidation or recapitalization, this Plan, and the Company's rights, duties and obligations hereunder, shall be assumed by the surviving or resulting corporation and the rights of a Participant to purchase Shares shall continue in full force and effect.

15. HEADINGS, REFERENCES AND CONSTRUCTION

The headings to sections in this Plan have been included for convenience of reference only. This Plan shall be interpreted and construed in accordance with the laws of the State of Texas.

16. SHAREHOLDER APPROVAL

This Plan is intended to be a " Qualified Plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended. Accordingly, the Company will seek shareholder approval of the Plan at the next annual meeting of the Company's shareholders. If shareholder approval is not obtained, the Board of Trust Managers may terminate the Plan or cause the Plan to continue as a "Non-Qualified Plan" in its sole discretion.

EXHIBIT 10.20
FORM OF
GUARANTY

This Guaranty (this "GUARANTY") is made as of the _____ day of _________ by each of the entities that is a signatory hereto (individually, a "GUARANTOR"; collectively, the "GUARANTORS"), in favor of Bank One, NA (the "BANK"), a national banking association having its principal office in Chicago, Illinois.

R E C I T A L S:

A. Camden Property Trust, a Texas real estate investment trust (the "COMPANY"), has requested that the Bank make a loan ("LOAN") to an employee of the Company (including such employee's heirs, personal representatives and assigns, the "BORROWER"), the proceeds of which will be used by the Borrower to purchase common shares of beneficial interest ("COMMON SHARES") of the Company. The Borrower has executed a promissory note (as amended, replaced or restated from time to time, a "NOTE") to evidence the Loan which may from time to time, in the sole discretion of the Bank, be made to the Borrower. The Borrower and his/her Note amount are set forth on Exhibit A hereto.

B. Each of the Guarantors is a direct or indirect wholly-owned subsidiary of the Company. The execution and delivery of this Guaranty is a condition precedent to any extension of credit to the Borrower pursuant to the Note. Each term used but not otherwise defined herein shall have the meaning ascribed to such term by the Note.

C. By virtue of the Borrower's services to the Company and the Guarantors, the Guarantors have derived and will continue to derive substantial benefits. Moreover, the ownership of the Common Shares which will be facilitated by the Loan will provide incentive to the Borrower in performing his/her job so as to more closely align the interests of the Borrower with those of the Company and its shareholders, and thus confer significant benefits upon the Guarantors.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration and as an inducement to the Bank to make the Loan to the Borrower, each Guarantor hereby agrees as follows:

1. Each Guarantor hereby jointly and severally, absolutely, irrevocably and unconditionally guarantees prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future indebtedness, fees (including any Early Payment Fees) and liabilities of every kind, nature and character, direct or indirect, absolute or contingent (including all renewals, extensions and modifications thereof and all reasonable attorneys' fees incurred by the Bank in connection with the collection or enforcement thereof), of the Borrower to the Bank howsoever and whensoever created, but only to the extent constituting a Loan or Overdrafts (as defined in the Note) or arising under and evidenced by the Note executed by the Borrower and payable to the Bank (the "Guaranteed Debt"). This is a guaranty of payment, not a guaranty of collection.

2. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Debt or any part thereof. Each Guarantor further waives all setoffs and counterclaims and presentment, protest, notice, the benefit of any statutes of limitation, demand or action or

delinquency in respect of the Guaranteed Debt or any part thereof, including any right ...()()()..to require the Bank to sue the Borrower, any other guarantor or any other person obligated with respect to the Guaranteed Debt or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Debt or any part thereof. If at any time any payment of any portion of the Guaranteed Debt is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made and whether or not the Bank is in possession of this Guaranty.

3. Each Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than indefeasible payment in full), setoff, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. This Guaranty shall continue in effect until receipt by the Bank of written notice of its termination and, notwithstanding such receipt, thereafter as to Guaranteed Debt incurred, arising or committed for prior to receipt by the Bank of such notice of termination, notwithstanding any extensions, modifications, renewals or indulgences with respect to, or substitutions for, the Guaranteed Debt or any part thereof.

4. The validity and enforceability of this Guaranty shall not be impaired or affected by any of the following, whether occurring before or after receipt by the Bank of notice of termination of this Guaranty: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Debt or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any pan thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Debt or any pad thereof; (e) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof;
(f) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though the Bank might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (g) the insolvency, bankruptcy, death or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (i) the failure of the Borrower or any Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Debt or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (j) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower in connection herewith or an unrelated transaction; (k) any disbursement of funds to the Borrower who has not executed and delivered a Note

or any disbursement of funds on the basis of a facsimile (rather than original) signature for such Note (it being understood that upon the disbursement of funds by the Bank to the Company with respect to the Borrower in the principal amount set forth on Exhibit A hereto, such amount shall for all purposes of this Guaranty be treated as a Loan outstanding to the Borrower in accordance with the Note and shall be included in the Guaranteed Debt; or (l) any other fact or circumstances which might otherwise constitute grounds at law or equity for the discharge or release of any Guarantor from its obligations hereunder, all whether or not any Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (l) of this paragraph. It is agreed that each Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Debt or any part thereof and that each Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by the Borrower of the Guaranteed Debt in the manner agreed upon between the Bank and the Borrower. To the extent that, by operation of
Section 16 of the Note or otherwise, the Bank is not entitled to collect any portion of the Guaranteed Debt in the amount and manner provided for in the Note (such portion being the "Excess Amount"), the Guarantors shall nevertheless be obligated to, and shall, pay to the Bank, as additional consideration for funding the Loan and thereby benefiting the Guarantors, an amount equal to such Excess Amounts. Such additional consideration shall be paid upon demand made on or after the date such Excess Amount was otherwise due.

5. Credit may be granted or continued from time to time by the Bank to the Borrower without notice to or authorization from any Guarantor regardless of the Borrower's financial or other condition at the time of any such grant or continuation, provided that in no event shall the principal amount outstanding under the Borrower's Note exceed the amount set forth for the Borrower on Exhibit A hereto. The Bank shall have no obligation to disclose or discuss with any Guarantor its assessment of the financial condition of the Borrower.

6. Until the Guaranteed Debt is irrevocably paid in full, the Guarantors shall not have or exercise any right of subrogation with respect to payments made by any Guarantor pursuant to this Guaranty and hereby waive any right to enforce any remedy which the Bank now has or may hereafter have against the Borrower.

7. In the event that acceleration of the time for payment of any of the Guaranteed Debt is stayed, upon the insolvency, bankruptcy or reorganization of the Borrower, or otherwise, all such amounts shall nonetheless be payable by the Guarantors forthwith upon demand by the Bank. Each Guarantor further agrees that, to the extent that the Borrower makes a payment or payments to the Bank on the Guaranteed Debt, or the Bank receives any proceeds of collateral, if any, securing the Guaranteed Debt, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to the Borrower, its estate, trustee, receiver, debtor in possession or any other party, including, without limitation, any Guarantor, under any insolvency or bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred.

8. Without limiting the rights of the Bank under applicable law, each Guarantor authorizes the Bank to apply or offset any sums standing to the credit of the Guarantors with any office, branch, subsidiary or affiliate of the Bank to the payment when due of any amount owing by the Guarantors under this Guaranty.

9. No provision of this Guaranty may be amended, supplemented or modified, or any of the terms and provisions hereof waived, except by a written instrument executed by the Bank and each Guarantor. No failure on the part of the Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Any determination by a court of competent jurisdiction of the amount of any Guaranteed Debt owing by the Borrower to the Bank shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made. All obligations of the Guarantors hereunder shall be joint and several.

10. Each Guarantor hereby represents and warrants to the Bank that:

(a) such Guarantor is a corporation or limited partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, as applicable, and is duly qualified and in good standing as a foreign corporation or limited partnership and is duly authorized to conduct its business in each jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on such Guarantor;

(b) such Guarantor has all requisite power and authority (corporate and otherwise) and legal right to execute and deliver this Guaranty and to perform its obligations hereunder;

(c) the execution and delivery by such Guarantor of this Guaranty and the performance of its obligations hereunder have been duly authorized by proper corporate or partnership proceedings, as applicable, and this Guaranty constitutes the legal, valid and binding obligations of such Guarantor, enforceable against such Guarantor, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally;

(d) neither the execution and delivery by such Guarantor of this Guaranty nor compliance with the provisions of this Guaranty will, or at the relevant time did, (i) violate any law, rule, regulation (including Regulations T, U or X), order, writ, judgment, injunction, decree or award binding on such Guarantor or such Guarantor's charter, articles or certificate of incorporation, certificate of formation, by-laws or partnership agreement, (ii) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Guarantor is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any lien in, of or on the property of such Guarantor pursuant to the terms of any such indenture, instrument or agreement, or (iii) require any consent of the stockholders of any person or of any governmental authority; and

(e) no obligations of the Borrower to such Guarantor in respect of the Loan or this Guaranty are directly or "indirectly secured" by any "margin stock" (as such terms are defined in Regulation U of the Board of Governors of the Federal Reserve System).

Each Guarantor agrees that (i) the foregoing representations and warranties shall be deemed to have been made by such Guarantor on the date of this Guaranty and (ii) it will not take any action or accept any collateral which would result in Section 10(e) of this Guaranty being untrue at any time. At the request of the Bank, each Guarantor agrees to promptly deliver, or caused to be delivered,

to the Bank the information required to be delivered under Section 7.1 of the Existing Credit Agreement evidencing compliance with the covenants and other terms contained therein and such other information regarding the financial position or business of the Guarantors as the Bank may reasonably request from time to time.

11. The undersigned shall pay all costs, fees and expenses (including reasonable attorneys' fees) incurred by the Bank in collecting or enforcing the Guarantors' obligations under this Guaranty.

12. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty. The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor's liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Bank be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding.

13. This Guaranty shall (i) bind the Guarantors and their successors and assigns, (ii) inure to the benefit of the Bank, its successors and assigns and
(iii) be governed by the internal laws (and not the law of conflicts) of the State of Illinois. The undersigned hereby irrevocably submits to the non-exclusive jurisdiction of any United States federal or Illinois state court sitting in Chicago in any action or proceeding arising out of or relating to this Guaranty, and each Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such court. THE GUARANTORS AND THE BANK, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING HEREUNDER.

14. Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered to any party hereto under this Guaranty shall be in writing by telex, facsimile, U.S. mail or overnight courier and addressed or delivered to such party (a) if to the Bank, at 1 Bank One Plaza, Chicago, Illinois 60670, Attention: Carolyn M. Johnson, facsimile: (312) 732-7099, or (b) if to any Guarantor, at their addresses set forth below, or to such other address as the Bank or any Guarantor designates to the Agent in writing. All notices by United States mail shall be sent certified mail, return receipt requested. All notices hereunder shall be effective upon delivery or refusal of receipt; provided, however, that any notice transmitted by telex or facsimile shall be deemed given when transmitted (answerback confirmed in the case of telexes).

[signature page follows]

IN WITNESS WHEREOF, each Guarantor has executed this Guaranty as of the date first above written.

CAMDEN USA, INC.

By:_____________________________________
Title:__________________________________

Address: 3 Greenway Plaza
Suite 1300
Houston, Texas 77046

Attention: G. Steven Dawson
Facsimile: (713) 354-2710

CAMDEN OPERATING L.P.

By: CPT-GP, Inc., its general partner

By:_____________________________________
Title:__________________________________

Address: 3 Greenway Plaza
Suite 1300
Houston, Texas 77046

Attention: G. Steven Dawson
Facsimile: (713) 354-2710