Exhibit 99.1

CONTRIBUTION AGREEMENT

BY AND AMONG

BELCREST REALTY CORPORATION AND BELAIR REAL ESTATE CORPORATION

AND

CAMDEN OPERATING, L.P. AND C AMDEN PROPERTY TRUST

Dated: As of February 23, 1999

CONTRIBUTION AGREEMENT

Contribution Agreement (this "AGREEMENT") made as of the 23rd day of February, 1999 ("AGREEMENT Date"), by and among BELCREST REALTY CORPORATION, a Delaware corporation ("BELCREST"), BELAIR REAL ESTATE CORPORATION, a Delaware corporation ("BELAIR"; and together with Belcrest, the "CONTRIBUTORS"), CAMDEN OPERATING, L.P., a Delaware limited partnership ("OPERATING PARTNERSHIP") and CAMDEN PROPERTY TRUST, a Texas real estate investment trust ("Company").

WITNESSETH:

WHEREAS, Contributors desire to contribute to Operating Partnership cash in return for Preference Units in Operating Partnership on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings set forth below:

"AGREEMENT" has the meaning set forth in the initial paragraph hereof.

"AGREEMENT DATE" has the meaning set forth in the initial paragraph hereof.

"AGREEMENT OF LIMITED PARTNERSHIP" means the Third Amended and Restated Agreement of Limited Partnership of Operating Partnership, dated as of April 15, 1997, as amended from time to time.

"AMENDMENT" means the First Amendment to Third Amended and Restated Agreement of Limited Partnership substantially in the form attached hereto as Exhibit A.

"ARTICLES SUPPLEMENTARY" means the Statement of Designation of the Company substantially in the form attached hereto as EXHIBIT B.

"BELAIR" means Belair Real Estate Corporation.

"BELCREST" means Belcrest Realty Corporation.

"BYLAWS" means the Second Amended and Restated Bylaws of the Company, as amended from time to time.

"BROKER" has the meaning set forth in PARAGRAPH 10.

"CAMDEN USA" means Camden USA, Inc., a Delaware corporation.

"CLOSING" has the meaning set forth in PARAGRAPH 6(A).

"CHARTER" means the Amended and Restated Declaration of Trust of Camden Property Trust, as amended and restated from time to time including, as amended by the Articles Supplementary.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMPANY" has the meaning set forth in the initial paragraph hereof.

"CONTRIBUTION AMOUNT" means $100,000,000, such amount to be contributed severally $57,000,000 by Belair and $43,000,000 by Belcrest.

"CONTRIBUTORS" has the meaning set forth in the initial paragraph hereof.

"CONTRIBUTORS' CLOSING DOCUMENTS" has the meaning set forth in PARAGRAPH 6(C).

"EXCHANGE DATE" means, with respect to any Preferred Unit, the date on which the exchange of such Preferred Unit for a Preferred Share shall occur in accordance with the Agreement of Limited Partnership.

"ERISA" means the Employee Retirement Income Securities Act of 1974, as amended.

"GAAP" means generally accepted accounting principles consistently applied as in effect as of the date of the financial statements to which such principles are applied.

"GOVERNING DOCUMENTS" means, with respect to (i) a limited partnership, such limited partnership's certificate of limited partnership and the agreement of limited partnership, and any amendments or modifications of any of the foregoing; (ii) a corporation, such corporation's articles or certificate of incorporation, by-laws and any applicable authorizing resolutions, and any amendments or modifications of any of the foregoing; (iii) a limited liability company, such limited liability company's articles or certificate of organization, by-laws and operating agreement or agreement of limited liability company; and (iv) a real estate investment trust, such trust's declaration of trust, by-laws and any applicable authorizing resolutions, and any amendments or modifications of any of the foregoing.

"GP" means CPT-GP, Inc., a Delaware corporation.

"INDEBTEDNESS" means, with respect to any person or entity: (i) all indebtedness, obligations or other liabilities of such person or entity or for borrowed money (including indebtedness, obligations and liabilities owing to any affiliate of such person or entity); (ii) all indebtedness, obligations or other liabilities of such person or entity evidenced by securities or other similar instruments, including, without limitation, any obligation, contingent or otherwise, to purchase or repurchase securities or similar instruments at some future time; (iii) all reimbursement obligations and other liabilities of such person or entity with respect to letters of credit, banker's acceptances, financial guaranties and other similar financing arrangements issued for such person's or entity's account; (iv) all obligations of such person or entity to pay the deferred purchase price of property or services; (v) all indebtedness, obligations or other liabilities of such person or entity or others secured by a lien on any asset of such person or entity, whether or not such indebtedness, obligations or liabilities are assumed by, or are a personal liability of, such person or entity; (vi) all indebtedness, obligations or other liabilities of such person or entity (including contingent liabilities for the costs of premature termination calculated as though such termination occurred on the date of determination) in respect of interest rate hedging agreements and foreign currency exchange agreements of which such person or entity is a party; (vii) all indebtedness, obligations and other liabilities of any unconsolidated subsidiary in which such person or entity is a general partner or for which such person or entity is primarily or secondarily liable, all without regard to any contribution, reimbursement or indemnity rights of such person or entity; (viii) the applicable percentage of nonrecourse indebtedness owed by any unconsolidated subsidiary of such person or entity; and (ix) all indebtedness obligations or other liabilities of such person or entity in connection with the sale and leaseback of any property of such person or entity.

"MANAGER" means Boston Management and Research, a Massachusetts business trust.

"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 Operating Partnership provided by the Company pursuant to Section 4(f) hereof) 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.

"OPERATING PARTNERSHIP" has the meaning set forth in the initial paragraph hereof.

"OPERATING PARTNERSHIP'S CLOSING DOCUMENTS" has the meaning set forth in
PARAGRAPH 6(B).

"PARTNER" has the meaning ascribed to such term in the Agreement of Limited Partnership.

"PERSON" means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or representative capacity.

"PREFERENCE UNITS" means Series B Preferred Units as such term is defined in the Agreement of Limited Partnership.

"PREFERRED SHARES" means the Company's 8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share, with the terms and provisions set forth in the Articles Supplementary.

"PTP" means a "publicly traded partnership" within the meaning of Section 7704 of the Code.

"REGISTRATION RIGHTS AGREEMENT" has the meaning set forth in PARAGRAPH 6(B)
(IV) hereof.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SUBSIDIARY" means with respect to any Person, any corporation, partnership, limited liability company, joint venture or other entity of which a majority of (i) voting power of the voting equity securities or (ii) the outstanding equity interests, is owned, directly or indirectly, by such Person.

"US$" means United States dollars, lawful money of the United States of America.

2. CONTRIBUTION OF CASH. Subject to the terms and provisions of this Agreement, Belcrest and Belair each hereby agrees to contribute to Operating Partnership the Contribution Amount on the date of the Closing in consideration for $43,000,000 and $57,000,000, respectively, Preference Units in Operating Partnership. Subject to the terms and provisions of this Agreement, Operating Partnership hereby agrees to accept the Contribution Amount and to issue to Contributors 1,720,000 and 2,280,000, respectively, Preference Units in exchange therefor.

3. CONDITIONS TO CLOSING. (a) CONDITIONS TO OPERATING PARTNERSHIP'S AND COMPANY'S Obligations. Operating Partnership's and Company's obligations under this Agreement to accept the Contribution Amount, provide Contributors with Preference Units and otherwise consummate the transactions contemplated herein are subject to the satisfaction (or waiver in writing by Operating Partnership and Company) of the following conditions on or before the Closing:

(i) No temporary restraining order or preliminary or permanent injunction or any court or administrative agency of competent jurisdiction prohibiting the consummation of the transactions contemplated herein shall be in effect.

(ii) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of Contributors contained in this Agreement shall be true and correct in all material respects on the date of the Closing with the same effect as though made on the date of the Closing.

(iii) PERFORMANCE OF AGREEMENT. Contributors shall have performed, in all material respects, all of its covenants, agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing, including, without limitation, delivery of the Contribution Amount.

(iv) DELIVERY OF CLOSING DOCUMENTS. Operating Partnership and Company shall have received the Contributors' Closing Documents.

In the event that for any reason any of the conditions set forth in this PARAGRAPH 3(A) or elsewhere in this Agreement are not satisfied or waived by Operating Partnership and Company at or prior to the Closing, at Operating Partnership's or Company's option, this Agreement shall be terminated and Operating Partnership, Company and Contributors shall be released from their obligations under this Agreement and none of Operating Partnership, Company or Contributors shall have any further liability hereunder.

(b) CONDITIONS TO CONTRIBUTORS' OBLIGATIONS. Contributors' obligations under this Agreement to deliver the Contribution Amount and otherwise consummate the transactions contemplated herein are subject to the satisfaction (or waiver in writing by Contributors) of the following conditions on or before the Closing:

(i) No temporary restraining order or preliminary or permanent injunction or any court or administrative agency of competent jurisdiction prohibiting the consummation of the transactions contemplated herein shall be in effect.

(ii) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of Operating Partnership and Company contained in this Agreement shall be true and correct in all material respects on the date of the Closing with the same effect as though made on the date of the Closing.

(iii) PERFORMANCE OF AGREEMENT. Operating Partnership and Company shall have performed, in all material respects, all of their respective covenants, agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing.

(iv) DELIVERY OF CLOSING DOCUMENTS. Contributors shall have received the Operating Partnership's Closing Documents.

In the event that for any reason any of the conditions set forth in this PARAGRAPH 3(B) or elsewhere in this Agreement are not satisfied or waived by Contributors at or prior to the Closing, at Contributors' option, this Agreement shall be terminated and Contributors, Operating Partnership and Company shall be released from their obligations under this Agreement and none of Contributors, Operating Partnership or Company shall have any further liability hereunder.

4. COVENANTS. (a) On the Exchange Date, Company shall issue Preferred Shares in a number equal to the number of Preferred Shares into which the Preference Units are exchangeable pursuant to the terms of the Agreement of Limited Partnership. Upon consummation of such exchange in accordance with the terms of the Agreement of Limited Partnership, and issuance in accordance with the Charter, the Preferred Shares shall be validly issued, fully paid and non-assessable pursuant to the Articles Supplementary.

(b) Operating Partnership covenants to notify holders of Preference Units promptly in the event Company or any Subsidiary of Company anticipates or realizes either that (i) the amount of Operating Partnership's assets constituting "stock and securities" within the meaning of Section 351(e)(1) of the Code will equal 14% or more of Operating Partnership's total assets or (ii) there is a material increase in the amount of Operating Partnership's assets constituting "stock and securities" if immediately preceding such material increase the amount of Operating Partnership assets constituting "stock or securities" within the meaning of Section 351(e)(1) of the Code equaled 14% or more of the Operating Partnership's total assets.

(c) Company agrees that, from and after January 1, 2000, it will notify holders of Preference Units promptly in the event that Company or any Subsidiary of Company takes the position that Operating Partnership is, or upon consummation of an identified event in the immediate future will be, a PTP.

(d) Through the end of 1999, Operating Partnership: (i) shall take all actions reasonably available to it under the Agreement of Limited Partnership as presently in effect to avoid treatment as a PTP; and (ii) shall at all times satisfy the private placement safe harbor of either (a) Treasury Regulation
Section 1.7704-1(h) (taking into account any person treated as a partner under Treasury Regulation Section 1.7704-1(h)(3)) and substituting "90" for "100", or

(b) Notice 88-75 (1988-2 C.B. 386) taking into account any person treated as a partner within the meaning of Notice 88-75 (including each person indirectly owning an interest through a partnership, a grantor trust, or an S corporation) and substituting "400" for "500". To the extent that the Operating Partnership's covenant under the preceding sentence is pursuant to clause (b) thereof, the Operating Partnership further (A) represents that it (i) was actively engaged in an activity before December 4, 1995, (ii) did not add a substantial new line of business after December 4, 1995 and (iii) has no plan or intention to add a substantial new line of business and (B) covenants that it shall (i) not add a substantial new line of business within the meaning of Section 1.7704-1(1)(3) prior to January 1, 2000 and (ii) shall promptly provide notice to the holders of the Preference Units in the event that the Operating Partnership plans or intends to add a substantial new line of business at any time after January 1, 2000.

(e) For each taxable year, Company will promptly provide notice to the holders of the Preference Units in the event Company or any Subsidiary of Company anticipates or realizes that less than 90% of the gross income of Operating Partnership for such taxable year will or likely will constitute "qualifying income" within the meaning of Section 7704(d) of the Code.

(f) Operating Partnership covenants that it shall deliver to holders of Preference Units the following:

(i) as soon as available, but in no event later than five (5) business days following the date on which Company files its annual report in respect of a fiscal year on Form 10-K, or such other applicable form ("Form 10-K"), with the Securities and Exchange Commission (the "COMMISSION") (or, in the event that Operating Partnership is required under rules and regulations promulgated by the Commission to file with the Commission a Form 10-K separate from Company's Form 10-K, five (5) business days after the filing of such report by Operating Partnership with the Commission), Operating Partnership's summary consolidated balance sheet and summary income statement for such fiscal year prepared and certified by the Company;

(ii) as soon as available, but in no event later than five (5) business days following the date on which Company files its quarterly report in respect of a fiscal quarter on Form 10-Q, or such other applicable form ("Form 10-Q"), with the Commission (or, in the event the Operating Partnership is required under rules and regulations promulgated by the Commission to file with the Commission a Form 10-Q separate from Company's Form 10-Q, five (5) business days after the filing of such report by Operating Partnership with the Commission), a complete copy of Operating Partnership's consolidated summary balance sheet and summary income statement for such fiscal quarter prepared and certified by the Company; and

(iii) written information establishing (1) along with the financial statements required pursuant to Paragraph 4(f)(i) hereof, the percentage of the Operating Partnership's gross income that is derived from sources enumerated in Section 856(c)(2) and (3), respectively, of the Code, and (2) along with the financial statements required pursuant to Paragraph 4(f)(ii) hereof, the percentage of the Operating Partnership's assets (by value) that are within the relevant categories of Section 856(c)(4) of the Code.

(g) Provided that all other conditions to Operating Partnership's and Company's obligations set forth in this Agreement have been satisfied or properly waived, Operating Partnership covenants that it shall record Contributors as the holders of the Preference Units on its books and records and shall admit Contributors as limited partners to Operating Partnership on the Closing Date in accordance with the Agreement of Limited Partnership.

(h) Operating Partnership shall not issue any Preference Units to any Person other than Contributors and Company shall not issue any Preferred Shares to any Person other than a holder of Preference Units upon exchange of such Preference Units.

(i) Through December 31, 1999, upon request of any Contributor, Operating Partnership and Company agree (i) to deliver a certificate to each Contributor bringing down the representations and warranties made by Operating Partnership and Company in PARAGRAPHS 8(F), 8(G), 8(H), 8(I) and 8(Q) hereof and (ii) to cause its counsel to deliver an opinion bringing down counsel's opinion in respect of Paragraphs 2 (as to the second and third sentences thereof), 3, 7, 9 (as to the second, third and fourth sentences thereof), 10, 11 and 14 of that certain opinion of Locke Liddell & Sapp LLP, dated as of the date hereof and addressed to Belcrest Realty Corporation and Belair Real Estate Corporation, as to a date requested by a Contributor (but not later than December 31, 1999) if and to the extent, after due inquiry, Operating Partnership and Company can make such representations and warranties as of such date and counsel can render such opinions as of such date.

(j) Operating Partnership covenants and agrees promptly to provide notice to the holders of the Preferred Units in the event that the Operating Partnership or the Company or any affiliate thereof becomes aware of any fact that would cause the Operating Partnership to fail to satisfy the income and assets requirements of Section 856 of the Code if the Operating Partnership were a real estate investment trust.

(k) The Company shall cause the Articles Supplementary to be filed with the County Clerk of Harris County, Texas, and shall deliver within two (2) business days after Closing a copy of the Articles Supplementary certified as filed with the Clerk of Harris County, Texas.

(l) The Company from time to time will provide or cause to be provided sufficient funds or other assets to ensure that at all times the Operating Partnership has a Net Asset Value at least equal to $200,000,000. Notwithstanding the foregoing sentence, the Company shall in no event be obliged to provide funds or assets to the Operating Partnership to the extent that the amount thereof, at the time otherwise required to be contributed hereunder, would exceed the Net Asset Value of the Company. Notwithstanding any other provision hereof, the covenants and obligations of the Company under this Paragraph 4(l) are for the benefit of the Operating Partnership only and do not run to and are not enforceable by any creditor or any holder (including Contributors) of any interests in the Operating Partnership (and no such person is to be considered a third party beneficiary of this Paragraph 4(l)), nor shall this Paragraph 4(l) cause Company to be responsible for the payments of any obligations of the Operating Partnership. It being agreed that Contributors sole remedy in respect of the covenant set forth in this Paragraph 4(l) is set forth in Section 16.9(A)(i) of the Agreement of Limited Partnership as amended by the Amendment.

The covenants set forth in this PARAGRAPH 4 shall survive the Closing.

5. TRANSACTION COSTS. Except as otherwise specifically set forth herein, each of the parties hereto shall bear its own costs and expenses with respect to the transaction contemplated hereby.

6. CLOSING. (a) The closing of the transactions contemplated by this Agreement shall be consummated on February 23, 1999 (the "CLOSING").

(b) At the Closing, Operating Partnership and Company shall deliver to Contributors the following documents and the following other items (the documents and other items described in this PARAGRAPH 6(B) being collectively referred to herein as the "OPERATING PARTNERSHIP CLOSING DOCUMENTS"):

(i) This Agreement duly executed and delivered by Operating Partnership and Company;

(ii) The Amendment, duly executed and delivered by all persons necessary necessary to make such amendment binding on and enforceable against Operating Partnership and the Company;

(iii)Articles Supplementary, duly executed and delivered by the Company in form suitable for filing in Harris County, Texas;

(iv) The Registration Rights Agreement, substantially in the form set forth on EXHIBIT C, duly executed and delivered by Company;

(v) A Certificate of the Secretary of Company, substantially in the form set forth on EXHIBIT D together with completed exhibits attached thereto, executed by the secretary of the Company and dated as of the date of the Closing;

(vi) Opinions of counsel to Company, GP and Operating Partnership substantially in the form set forth on EXHIBIT E;

(vii)Cross-Receipts, substantially in the form set forth on EXHIBIT F-1 and EXHIBIT F-2;

(viii)A Certificate representing the Preference Units;

(ix) A written consent of Wells Fargo Bank, National Association, as Administrative Agent under that certain Second Amended and Restated Credit Agreement, dated as of January 22, 1999, among Company, Wells Fargo Bank, National Association and the lenders listed therein, to the transactions contemplated herein, in form and substance acceptable to Contributors; and

(x) Those other closing documents required to be executed by it or as may be otherwise necessary or appropriate to consummate the transaction contemplated herein.

(c) At the Closing, Contributors shall deliver to Operating Partnership and Company the following documents and the following other items (the documents and other items described in this PARAGRAPH 6(C) being collectively referred to herein as the "CONTRIBUTORS' CLOSING DOCUMENTS"):

(i) Counterparts of documents listed in PARAGRAPHS 6(B)(I), 6(B)(II), 6(B)(IV) and 6(B)(VII), duly executed and delivered by Contributors.

(ii) Those other closing documents required to be executed by it or as may be otherwise necessary or appropriate to consummate the transaction contemplated herein.

7 . REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Contributors make the following representations and warranties to Operating Partnership and Company, all of which (except as otherwise designated) are true and correct in all material respects on the Agreement Date and shall be true and correct in all material respects as of the date of the Closing:

(a) Each Contributor is duly organized and validly existing under the laws of the state of its organization and has been duly authorized by all necessary and appropriate action to enter into this Agreement and to consummate the transactions contemplated herein and the individuals executing this Agreement on behalf of such Contributor have been duly authorized by all necessary and appropriate action on behalf of such Contributor. Assuming the due execution and delivery hereof by Company and Operating Partnership, this Agreement is a valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except insofar enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditor's rights generally and the availability of any particular equitable remedy.

(b) Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated herein nor fulfillment of or compliance with the terms and conditions hereof (a) conflict with or will result in a breach of any of the terms, conditions or provisions of (i) the Governing Documents of either Contributor or (ii) any agreement, order, judgement, decree, arbitration award, statute, regulation or instrument to which either Contributor is a party or by which it or its assets are bound, or (b) constitutes or will constitute a breach, violation or default under any of the foregoing. No consent or approval, authorization, order, regulation or qualification of any governmental entity or any other person is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by either Contributor.

(c) Contributors acknowledges that the Preference Units have not been and will not be registered or qualified under the Securities Act or any state securities laws and are offered in reliance upon an exemption from registration under Regulation D of the Securities Act and similar state law exceptions. The Preference Units to be received by Contributors hereunder and any Preferred Shares acquired in exchange therefor shall be held by Contributors for investment purposes only for its own account, and not with a view to or for sale in connection with any distribution of the Preference Units or such Preferred Shares, and Contributors acknowledge that the Preference Units and Preferred Shares cannot be sold or otherwise disposed of by the holders thereof unless they are subsequently registered under the Securities Act or pursuant to a exemption therefrom; and the Preference Units may not be sold, assigned or otherwise transferred except in compliance with the Agreement of Limited Partnership and this Agreement. Each Contributor hereby acknowledges receipt of a copy of the Agreement of Limited Partnership and represents that it has reviewed same and understands the provisions thereof which have a bearing on the representations made in this PARAGRAPH 7(C). Contributors hereby further acknowledge that each certificate representing Preference Units and Preferred Shares shall bear a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P. HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P., IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P., TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EXECUTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS."

(d) Contributors have no contract, understanding, agreement or arrangement with any person or entity to sell, transfer or grant a participation to such person or entity or any other person or entity, with respect to any or all of the Preference Units it will receive in accordance with the provisions hereof or any Preferred Shares to be acquired in exchange therefor.

(e) Each Contributor is an "accredited investor" within the meaning of Regulation D under the Securities Act and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of receiving and owning the Preference Units and each Contributor is able to bear the economic risk of such ownership.

(f) No Contributor is an employee benefit plan subject to ERISA or Section 4975 of the Code.

(g) In making this investment, each Contributor is relying upon the advice of its own personal, legal and tax advisors with respect to the tax and other aspects of an investment in Operating Partnership.

8. REPRESENTATIONS AND WARRANTIES OF OPERATING PARTNERSHIP AND COMPANY. Operating Partnership and Company make the following representations and warranties to Contributors and Manager, all of which (except as otherwise designated) are true and correct in all material respects on the Agreement Date and shall be true and correct in all material respects as of the date of the Closing:

(a) Operating Partnership is duly organized and validly existing under the laws of the state of its organization and is duly registered and qualified to do business in each jurisdiction where such registration or qualification is material to the transactions contemplated herein. Operating Partnership has been duly authorized by all necessary and appropriate action to enter into this Agreement, to issue, sell and deliver the Preference Units and to consummate the transactions contemplated herein, and the individuals executing this Agreement on behalf of Operating Partnership have been duly authorized by all necessary and appropriate action on behalf of Operating Partnership. Assuming the due execution and delivery hereof by Contributors, this Agreement is a valid and binding obligation of Operating Partnership, enforceable against Operating Partnership in accordance with its terms, except insofar enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditor's rights generally and the availability of any particular equitable remedy.

(b) GP is duly organized and validly existing under the laws of the state of its organization and is duly registered and qualified to do business in each jurisdiction where such registration or qualification is material to the transactions contemplated herein.

(c) Camden USA is duly organized and validly existing under the laws of the state of its organization and is duly registered and qualified to do business in each jurisdiction where such registration or qualification is material to the transactions contemplated herein.

(d) Company is duly organized and validly existing under the laws of the state of its organization and is duly registered and qualified to do business in each jurisdiction where such registration or qualification is material to the transactions contemplated herein. Company has been duly authorized by all necessary and appropriate action to enter into this Agreement, to issue and deliver, upon exchange of the Preference Units, the Preferred Shares and to consummate the transactions contemplated herein, and the individuals executing this Agreement on behalf of Company have been duly authorized by all necessary and appropriate action on behalf of Company. Assuming the due execution and delivery hereof by Contributors, this Agreement is a valid and binding obligation of Company, enforceable against Company in accordance with its terms, except insofar enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditor's rights generally and the availability of any particular equitable remedy.

(e) Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated herein nor fulfillment of or compliance with the terms and conditions hereof (a) conflict with or will result in a breach of any of the terms, conditions or provisions of (i) the Governing Documents of Company, GP, Camden USA or Operating Partnership or any of its general partners or (ii) any agreement, order, judgement, decree, arbitration award, statute, regulation or instrument to which Company, GP, Camden USA or Operating Partnership is a party or by which it or its assets are bound, or (b) constitutes or will constitute a breach, violation or default under any of the foregoing. No consent or approval, authorization, order, registration or qualification of any governmental entity or any other person is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Operating Partnership or Company.

(f) Immediately following the issuance of the Preference Units pursuant to this Agreement, less than 14% of Operating Partnership's assets will consist of "stock and securities" within the meaning of Section 351(e)(1) of the Code and Operating Partnership has no plan to increase the amount of its assets constituting "stock and securities" to an amount equal to or greater than 14%.

(g) Operating Partnership has not been and is not presently a PTP.

(h) Neither Company nor any Subsidiary of Company has any present plan or intention, and neither Company nor any Subsidiary of Company has any actual knowledge of any present plan or intention of any partner in Operating Partnership, to take any action or actions that would or likely would result in Operating Partnership becoming a PTP in the foreseeable future. Neither Company nor any Subsidiary of Company has actual knowledge of facts that reasonably

would cause it to expect that Operating Partnership would or likely would become a PTP in the foreseeable future. For purposes of the representations set forth in this PARAGRAPH 8(G), it is understood that neither the Company nor any Subsidiary of Company shall have any duty of inquiry.

(i) The Company has properly elected to be taxed as a real estate investment trust (REIT) in accordance with Sections 856 to 860 of the Code, currently qualifies for taxation as a REIT and has no plan or intention or knowledge of facts that likely would cause it to fail to qualify for taxation as a REIT in the foreseeable future.

(j) The Preference Units have been duly authorized and upon contribution of the Contribution Amount to the Operating Partnership will be validly issued, fully paid and, to the extent permitted by the Revised Uniform Limited Partnership Act of the State of Delaware, non-assessable.

(k) The Preferred Shares issuable upon exchange of the Preference Units in accordance with the Agreement of Limited Partnership have been duly and validly reserved for issuance, and upon issuance in accordance with this Agreement, the Agreement of Limited Partnership and the Charter, shall be duly and validly issued, fully paid and non-assessable.

(l) Neither the issuance, sale or delivery of the Preference Units nor, upon exchange, the issuance and delivery of the Preferred Shares, is subject to any preemptive right of any Partner of Operating Partnership arising under law or the Agreement of Limited Partnership or any shareholder of Company arising under applicable law or the Charter or Bylaws of Company, or to any contractual right of first refusal or other right in favor of any person. With the exception of the Charter and the Agreement of Limited Partnership, there are no agreements or understandings in effect restricting the voting rights, the distribution rights or any other rights of the holders of the Preference Units, or upon exchange, the Preferred Shares.

(m) There is no action, suit, proceeding or investigation pending or, to Operating Partnership's and Company's knowledge, currently threatened against Operating Partnership or Company that questions the validity of this Agreement or the right of Operating Partnership or Company to enter into this Agreement, to consummate the transactions contemplated hereby, or that would reasonably be expected to, either individually or in the aggregate, have a material adverse affect on the business, operations, properties or condition (financially or otherwise) of Operating Partnership or Company, or result in any change in the current equity ownership of Operating Partnership or Company, nor is Company or Operating Partnership aware that there is any basis for the foregoing.

(n) None of Operating Partnership, GP, Camden USA or Company is in default or violation of (i) any law, rule, regulation, order, judgement or decree applicable to it or by which any of its properties or assets is bound or affected, or (ii) any note, bond, mortgage, indenture or obligation to which it is a party or by which Operating Partnership, GP, Camden USA or Company or any property or asset of Company, GP, Camden USA or Operating Partnership is bound or affected, except for any such conflicts, defaults or violations that would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, operations, properties or condition (financially or otherwise) of Operating Partnership, GP, Camden USA or Company.

(o) Operating Partnership and Company hereby consent to any pledge to a financial institution and release of such pledge of the Preference Units, and to any pledge to a financial institution and release of such pledge of any Preferred Shares into which such Preference Units are exchanged, to secure the obligations of Contributors or the obligations of Contributors' parent, Belcrest Capital Fund, LLC; provided that at the time of exchange of Preference Units to Preferred Shares pursuant to the Amendment, such Preference Units are free and clear of any liens or encumbrances.

(p) GP is a wholly-owned subsidiary of Camden USA. Camden USA is a wholly-owned subsidiary of Company.

(q) (i) the income and assets of the Operating Partnership currently are such as would permit the Operating Partnership to satisfy the income and assets requirements of Section 856 of the Code if the Operating Partnership were a real estate investment trust and (ii) the Operating Partnership has no current plan or intention of having income or assets that would not permit the Operating Partnership to satisfy the income and assets requirements of Section 856 of the Code if the Operating Partnership were a real estate investment trust.

(r) Operating Partnership currently has a Net Asset Value of not less than $200,000,000 and neither the Operating Partnership nor the Company has any current plan, intention or expectation that the Operating Partnership will have at any time in the future a Net Asset Value less than $200,000,000. It is understood and agreed that if the representation and warranty set forth in the first sentence of this SECTION 8(R) shall at any time hereafter be untrue, the only remedy of Contributors therefor shall be Contributors' right to exchange as set forth in Section 16.9(A)(i) of the Agreement of Limited Partnership as amended by the Amendment.

Operating Partnership and Company hereby expressly permit Shearman & Sterling, as counsel to Contributors and Manager, to rely upon the representations and warranties set forth in PARAGRAPHS 8(F), 8(G), 8(H) and 8(I) hereof as if such representations and warranties were made by Operating Partnership and Company directly to Shearman & Sterling.

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties set forth in PARAGRAPHS 7 and 8 shall survive the Closing.

10. BROKERS. Each party represents and warrants to the other that it has dealt with no broker, finder or other person (collectively, "BROKER") with respect to this Agreement or the transactions contemplated herein and that no Broker is entitled to a commission as a result of this transaction, except for Donaldson, Lufkin & Jenrette Securities Corporation. Operating Partnership is responsible for the commission to Donaldson, Lufkin & Jenrette Securities Corporation pursuant to a separate agreement. Each of (a) Operating Partnership and Company, severally and not jointly, on the one hand, and (b) Contributors on the other hand, agrees to indemnify and hold harmless the other party against any loss, liability, damage, expense or claim incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party. Such indemnity obligation shall be deemed to include the payment of reasonable attorney's fees and court costs incurred in defending any such claim. The provisions of this PARAGRAPH 10 shall survive the Closing.

11 . COMPLETE AGREEMENT. This Agreement represents the entire agreement between Contributors, Operating Partnership and Company covering everything agreed upon or understood in this transaction and all prior agreements, written or oral, including any prior subscription agreements or letters, are merged into this Agreement. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof in effect between the parties. No change or addition shall be made to this Agreement except by a written agreement executed by Contributors, Operating Partnership and Company.

12. AUTHORIZED SIGNATORIES. The persons executing this Agreement for and on behalf of Contributors, Operating Partnership and Company each represent that they have the requisite authority to bind the entities on whose behalf they are signing.

13. PARTIAL INVALIDITY. If any term, covenant or condition of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

14. MISCELLANEOUS. (a) GOVERNING LAW. This Agreement shall be interpreted and enforced according to the internal laws of the State of Texas.

(b) HEADINGS; SECTIONS. All headings and sections of this Agreement are inserted for convenience only and do not form part of this Agreement or limit, expand or otherwise alter the meaning of any provisions hereof.

(c) COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. Facsimile signatures shall be deemed effective execution of this Agreement and may be relied upon as such by the other party. In the event facsimile signatures are delivered, originals of such signatures shall be delivered to the other party within three (3) business days after execution.

(d) NO BENEFIT FOR THIRD PARTIES. The provisions of this Agreement are intended to be for the sole benefit of the parties hereto, Belcrest Capital Fund, LLC, Belair Capital Fund, LLC, and their respective successors and permitted assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third party.

(e) RIGHTS AND OBLIGATIONS. The rights and obligations of Contributors, Operating Partnership and Company shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns in accordance with the provisions of Article 11 of the Agreement of Limited Partnership, as amended.

15 . NOTICES. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if personally delivered, delivered by nationally recognized overnight courier with proof of delivery thereof, sent by United States registered or certified mail (postage prepaid, return receipt requested) addressed as hereinafter provided or via telephonic facsimile transmission with proof of delivery in the form of a telecopier's transmission confirmation report. Notice shall be sent and deemed given when (a) if personally delivered or via nationally recognized overnight courier, then upon receipt by the receiving party, or (b) if mailed, then three (3) days after being postmarked, or (c) if sent via telephonic facsimile transmission, then at the time set forth in the telecopier's transmission confirmation report.

Any party listed below may change its address hereunder by notice to the other party listed below. Until further notice, notice and other communications hereunder shall be addressed to the parties listed below as follows:

If to Contributors:             Belcrest Realty Corporation and Belair Real
                                Estate Corporation
                                c/o Eaton Vance Management
                                24 Federal Street
                                Boston, Massachusetts 02110
                                Attention: Mr. Alan Dynner
                                Fax: (617) 338-8054

If to Operating Partnership     Camden Property Trust
or Company:                     Three Greenway Plaza, Suite 1300
                                Houston, Texas 77046
                                Attention: Mr. Richard J. Campo
                                Fax: (713) 354-2599

16. PRESS RELEASES. Contributors, Operating Partnership and Company each agrees that it will not issue any press release, advertisement or other public communication with respect to this Agreement or transaction contemplated therein without the prior consent of the other party hereto, except to the extent such communication is required by applicable law or by the New York Stock Exchange Rules. With respect to the initial press release in connection with this Agreement or the transaction contemplated herein, Operating Partnership and Company shall deliver a copy of such proposed press release to Contributors prior to the publication thereof and shall grant Contributors the opportunity to review the same and shall make reasonable revisions to such proposed press release requested by a Contributor.

17. CONFIDENTIALITY. Contributors shall use reasonable efforts to ensure that all confidential information which it or any of its representative may now possess or may hereafter create or obtain relating to Operating Partnership or Company or any of its subsidiaries or the transactions contemplated hereby shall not be published, disclosed or made accessible by a Contributor or its representative without the prior written consent of Company; PROVIDED, HOWEVER, that the restrictions of this sentence shall not apply: (i) to the extent the disclosure may otherwise be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange; (ii) to the extent such information shall have otherwise become publicly available; or (iii) to the extent that such information shall be discussed with consultants, representatives and agents of a Contributor solely in furtherance of the Contributor's interest in the transactions contemplated herein.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day first written above.

CONTRIBUTORS:

BELCREST REALTY CORPORATION

By: /S/ THOMAS E. FAUST, JR.
    --------------------------------------------
    Name:   Thomas E. Faust, Jr.
    Title:  Executive Vice President

BELAIR REAL ESTATE CORPORATION

By: /S/ THOMAS E. FAUST, JR.
    --------------------------------------------
    Name:   Thomas E. Faust, Jr.
    Title:  Executive Vice President

OPERATING PARTNERSHIP:

CAMDEN OPERATING, L.P.

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

By: /S/ G. STEVEN DAWSON
    --------------------------------------------
    Name:   G. Steven Dawson
    Title:  Senior Vice President and
            Chief Financial Officer

COMPANY:

CAMDEN PROPERTY TRUST

By: /S/ RICHARD J. CAMPO
    --------------------------------------------
    Name:   Richard J. Campo
    Title:  Chairman and Chief Executive Officer

Exhibit 99.2

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

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. (this "AMENDMENT") is entered into as of the 23rd day of February, 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"), Belcrest Realty Corporation, a Delaware corporation ("BELCREST") and Belair Real Estate Corporation, a Delaware corporation ("BELAIR"; each of Belcrest and Belair a "SERIES B PREFERRED PARTNER" and collectively, the "SERIES B PREFERRED PARTNERS").

W I T N E S S E T H:

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 (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) Belair has contributed $57,000,000 to the Partnership in exchange for the issuance to Belair of 2,280,000 Series B Preferred Units (as defined in the Agreement, as amended hereby) and (b) Belcrest has contributed $43,000,000 to the Partnership in exchange for the issuance to Belcrest of 1,720,000 Series B Preferred Units. The Series B Preferred Units issued to the Series B Preferred Partners have been duly issued and fully paid. The Series B Preferred Partners are hereby admitted to the Partnership, effective as of February 23, 1999, as Additional Limited Partners (the information set forth on EXHIBIT A attached hereto relating to the interest of the Series B Preferred Partners in the Partnership is hereby included in Exhibit A to the Agreement), and by execution of this Amendment the Series B 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 B Preferred Units" are inserted after the word "Units" in the beginning of the third line 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:

"DECLARATION OF TRUST" shall have the meaning set forth therefor in Section 16.3.C hereof.

"EXCESS UNITS" shall have the meaning set forth therefor in Section 16.9.A hereof.

"INDEBTEDNESS" means, with respect to any person or entity: (i) all indebtedness, obligations or other liabilities of such person or entity or for borrowed money (including indebtedness, obligations and liabilities owing to any affiliate of such person or entity); (ii) all indebtedness, obligations or other liabilities of such person or entity evidenced by securities or other similar instruments, including, without limitation, any obligation, contingent or otherwise, to purchase or repurchase securities or similar instruments at some future time; (iii) all reimbursement obligations and other liabilities of such person or entity with respect to letters of credit, banker's acceptances, financial guaranties and other similar financing arrangements issued for such person's or entity's account; (iv) all obligations of such person or entity to pay the deferred purchase price of property or services; (v) all indebtedness, obligations or other liabilities of such person or entity or others secured by a lien on any asset of such person or entity, whether or not such indebtedness, obligations or liabilities are assumed by, or are a personal liability of, such person or entity; (vi) all indebtedness, obligations or other liabilities of such person or entity (including contingent liabilities for the costs of premature termination calculated as though such termination occurred on the date of determination) in respect of interest rate hedging agreements and foreign currency exchange agreements of which such person or entity is a party; (vii) all indebtedness, obligations and other liabilities of any unconsolidated subsidiary in which such person or entity is a general partner or for which such person or entity is primarily or secondarily liable, all without regard to any contribution, reimbursement or indemnity rights of such person or entity; (viii) the applicable percentage of nonrecourse indebtedness owed by any unconsolidated subsidiary of such person or entity; and (ix) all indebtedness obligations or other liabilities of such person or entity in connection with the sale and leaseback of any property of such person or entity.

"JUNIOR UNITS" shall have the meaning set forth therefor in Section 16.3.C hereof.

"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 B 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 16.1 hereof.

"PTP" shall have the meaning set forth therefor in Section 16.1 hereof.

"SERIES B EXCHANGE NOTICE" shall have the meaning set forth therefor in
Section 16.9.B hereof.

"SERIES B EXCHANGE PRICE" shall have the meaning set forth therefor in
Section 16.9.A hereof.

"SERIES B PREFERRED CONTRIBUTION AGREEMENT" means that certain Contribution Agreement, dated as of February 23, 1999, by and among, Belcrest Realty Corporation, Belair Real Estate Corporation, CPT and Partnership.

"SERIES B PREFERRED PARTNERS" means Belcrest Realty Corporation and Belair Real Estate Corporation, and their respective successors and assigns.

"SERIES B PREFERRED SHARES" shall have the meaning set forth therefor in
Section 16.9.A hereof.

"SERIES B PREFERRED UNIT DISTRIBUTION PAYMENT DATE" shall have the meaning set forth therefor in Section 16.3.A hereof.

"SERIES B PREFERRED UNIT PARTNERSHIP RECORD DATE" shall have the meaning set forth therefor in Section 16.3.A hereof.

"SERIES B PREFERRED UNITS" shall have the meaning set forth therefor in
Section 16.2 hereof.

"SERIES B PRIORITY RETURN" shall have the meaning set forth therefor in
Section 16.1 hereof.

"SERIES B REDEMPTION PRICE" shall have the meaning set forth therefor in
SECTION 16.6 hereof.

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

4. 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 XVI of the Agreement.

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

6. TRANSFERS. Section 11.1.A of the Agreement is amended by inserting the words "or an exchange pursuant to Section 16.9 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 Section 16.9 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 B 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 (ix) after clause (viii) thereof: "and (ix) notwithstanding any clause of this Section 11.3.C to the contrary, in the case of any Series B Preferred Partner, to an Affiliate of such Series B 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 (ix) and Section 11.6.C (as it relates to the Series B 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)." 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 B Preferred Units as a Limited Partner, in respect of an exchange of Series B 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 Section 16.9 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 B Preferred Partner may make a Transfer to an

Affiliate of such Series B 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 B Preferred Unit Partnership Date, as the case may be" after the words "Partnership Record Date".

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

8. SECTION 13.2. Section 13.2 of the Agreement is amended as follows:

(a) The word "adjustments" is inserted in Section 13.2.A(3) between the words "distributions," and "allocations."

(b) The following sentence is added at the end of Section 13.2.A: "Prior to the foregoing distributions, the General Partner shall have made adjustments to Capital Accounts of the Partners to reflect the fair market value of the Partnership assets as of the date of the Partnership's liquidation in a manner consistent with Regulations Section 1.704-1(b)(2)(iv)(f)."

9. ARTICLE XVI. The following new Article XVI is inserted in the Agreement after Article XV thereof:

"ARTICLE XVI
SERIES B CUMULATIVE
REDEEMABLE PERPETUAL PREFERRED UNITS

SECTION 16.1 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 B Preferred Units with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership. The term "SERIES B PRIORITY RETURN" shall mean, an amount equal to 8.50% 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 B Preferred Unit, commencing on the date of issuance of such Series B Preferred Unit. The term "PTP" shall mean a "publicly traded partnership" within the meaning of Section 7704 of the Code.

SECTION 16.2 DESIGNATION AND NUMBER

A series of Partnership Units in the Partnership designated as the "8.5% Series B Cumulative Redeemable Perpetual Preferred Units" (the "SERIES B PREFERRED UNITS") is hereby established. The number of Series B Preferred Units shall be 4,000,000.

SECTION 16.3 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 B 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 8.5% of the original Capital Contribution per Series B Preferred Unit. With respect to the Holders of the Series B Preferred Units, the original Capital Contribution per Series B 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 March 31, 1999 and, (ii) in the event of (a) an exchange of Series B Preferred Units into Series B Preferred Shares, or (b) a redemption of Series B Preferred Units, on the exchange date or redemption date, as applicable (each a "SERIES B 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 B 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 B Preferred Units will be made to the holders of record of the Series B 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 B Preferred Unit Distribution Payment Date (the "SERIES B PREFERRED UNIT
PARTNERSHIP RECORD DATE").

B. DISTRIBUTIONS CUMULATIVE. Distributions on the Series B 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 B Preferred Units will accumulate as of the Series B 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 B Preferred Unit Distribution Payment Date to holders of record of the Series B 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 B 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 B Preferred Units (collectively, "JUNIOR UNITS"), 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 B Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series B 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 Junior Units 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 Junior Units or Parity Preferred Units into Junior Units 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 B Preferred Shares, Parity Preferred Shares or Junior Shares (as those terms are defined in that certain Statement of Designation of Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B DESIGNATION") establishing the Series B 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 B Preferred Units, all distributions authorized and declared on the Series B 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 B 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 B 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 B 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 16.4 ALLOCATIONS

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

A. 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) until each such Partnership Interest has been allocated, Net Income equal to the EXCESS OF (x) the cumulative amount of preferred distributions such holders are entitled to receive (Series B Priority Return, in the case of Series B Preferred Units) 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 holders, pursuant to this Section 6.1.A(iv) for all prior taxable years, (and, within such class, pro rata in proportion to the respective number of such Units each Holder holds as of the last day of the period for which such allocation is being made), 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).

B. 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 classes 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) 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), 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 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. For purposes of the preceding sentence, Partnership property shall be considered "ceiling limited" in respect of a holder of Series B 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 16.5 LIQUIDATION PROCEEDS

A. DISTRIBUTIONS UPON CERTAIN EVENTS. Upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, distributions on the Series B 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 B Preferred Units such number of Series B Preferred Shares as such holder would have received had they exercised their Exchange Rights in accordance with
Section 16.9 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 B 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 B 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 B Preferred Shares in accordance with
Section 16.5.A hereof or both), the holders of Series B 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 16.6 OPTIONAL REDEMPTION

A. RIGHT OF OPTIONAL REDEMPTION. The Series B 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 B 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 A Preferred Units (the "SERIES B REDEMPTION PRICE") or, if greater, the original Capital Contribution of such holder plus the current Series B 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 16.6 will be permitted if the Series B Redemption Price does not equal or exceed the original Capital Contribution of such holder plus the cumulative Series B Priority Return, whether or not declared, to the redemption date to the extent not

previously distributed. If fewer than all of the outstanding Series B Preferred Units are to be redeemed, the Series B 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 B Preferred Units unless all accumulated and unpaid distributions have been paid on all Series B 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 B 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 B 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 B Redemption Price, (o) the aggregate number of Series B Preferred Units to be redeemed and if fewer than all of the outstanding Series B Preferred Units are to be redeemed, the number of Series B 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 B Preferred Units the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units to be redeemed, (p) the place or places where such Series B Preferred Units are to be surrendered for payment of the Series B Redemption Price, (q) that distributions on the Series B Preferred Units to be redeemed will cease to accumulate on such redemption date and (r) that payment of the Series B Redemption Price will be made upon presentation and surrender of such Series B Preferred Units and execution and delivery by the holder of Series B Preferred Units of an assignment of Partnership Interest pursuant to which such holder shall assign the Series B Preferred Units to the Partnership, shall represent and warrant that such Series B Preferred Units are unencumbered and not subject to any lien and that such holder has good title to such Series B Preferred Units and that such holder has requisite authority to assign the Series B 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 B 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 resprct of Series B 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 B Preferred Units being redeemed funds sufficient to pay the applicable Series B Redemption Price and will give irrevocable instructions and authority to pay such Series B Redemption Price to the holders of the Series B Preferred Units upon surrender of the Series B 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 16.6.C(i) hereof, and the execution and delivery by such holders of an assignment as further described in Section 16.6.C(i) hereof. If the Series B Preferred Units are evidenced by a certificate and if fewer than all Series B Preferred Units evidenced by any certificate are being redeemed, a new certificate shall be issued upon surrender of the certificate evidencing all Series B Preferred Units, evidencing the unredeemed Series B Preferred Units without cost to the holder thereof. On and after the date of redemption, distributions will cease to accumulate on the Series B Preferred Units or portions thereof called for redemption, unless the Partnership defaults in the payment thereof. If any date fixed for redemption of Series B Preferred Units is not a Business Day, then payment of the Series B 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 B Redemption Price is improperly withheld or refused and not paid by the Partnership, distributions on such Series B 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 B Redemption Price.

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

SECTION 16.7 VOTING RIGHTS

A. GENERAL. Holders of the Series B 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 16.7. In the event of any inconsistency between any other provision of this Agreement and the provisions of this Section 16.7, the provisions of this Section 16.7 shall control.

B. CERTAIN VOTING RIGHTS. So long as any Series B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series B 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 B 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 16.5 hereof (which distributions must be in the form of Series B 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 B 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 B 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 B Preferred Units other interests in such entity having substantially the same terms and rights as the Series B 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 B Preferred Units (and shall not require the vote or consent of any of the holders of the Series B 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 B 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 B 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 B Preferred Units).

SECTION 16.8 TRANSFER RESTRICTIONS

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

SECTION 16.9 EXCHANGE RIGHTS

A. RIGHT TO EXCHANGE. (i) Series B 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 8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARES") at an exchange rate of one share of Series B Preferred Shares for one Series B Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICE"), provided that the Series B Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B Preferred Units for Series B Preferred Shares if (x) at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B 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 B 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 B 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 Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred Units may be exchanged for Series B 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 B 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 B 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 B Preferred Units at such earlier time would not cause the Series B 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 B 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 B 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 B 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 B 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 B Preferred Units would fail to maintain qualification as a real estate investment trust.

(ii) Notwithstanding anything to the contrary set forth in Section 16.9.A(i), if a Series B 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 B Preferred Units which are subject to such Series B Exchange Notice for cash in an amount equal to the original Capital Contribution per Series B 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 B Preferred Units for cash pursuant to this Section 16.9.A(ii) by giving each holder which tendered its Series B Preferred Units pursuant to such Series B Exchange Notice, notice of its election to redeem for cash, within five (5) Business Days after receipt of the Series B 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 B Exchange Notice, (B) the Series B Redemption Price, (C) the place or places where the Series B Preferred Units are to be surrendered for payment of the Series B Redemption Price, (D) that distributions on the Series B Preferred Units will cease to accrue on such redemption date; (E) that payment of the Series B Redemption Price will be made upon presentation and surrender of the Series B Preferred Units and (F) the aggregate number of Series B Preferred Units to be redeemed, and if fewer than all of the outstanding Series B Preferred Units are to be redeemed, the number of Series B 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 B Preferred Units the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units being redeemed.

(iii) In the event an exchange of all or a portion of Series B Preferred Units pursuant to SECTION 16.9.A(I) would violate the provisions on ownership limitation of the B Preferred Shares set forth in Article Nineteen of the Declaration of Trust with respect to the Series B Preferred Shares, the General Partner shall give written notice thereof to each holder of record of Series B Preferred Units, within fifteen (15) Business Days following receipt of the Series B 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 B Preferred Units shall be entitled to exchange, pursuant to the provision of Section 16.9.B, a number of Series B Preferred Units which would comply with the provisions on the ownership limitation of the B Preferred Shares set forth in such Article Nineteen and any Series B Preferred Units not so exchanged (the "EXCESS 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 B Preferred Shares shall state (A) the number of Excess Units held by such holder, (B) the Series B Redemption Price of the Excess Units, (C) the date on which such Excess Units shall be redeemed, which date shall be no later than sixty
(60) days following the receipt of the Series B Exchange Notice, (D) the place or places where such Excess Units are to be surrendered for payment of the Series B Redemption Price, (E) that distributions on the Excess Units will cease to accrue on such redemption date, and (F) that payment of the Series B Redemption Price will be made upon presentation and surrender of such Excess Units. In the event an exchange may, in the reasonable judgment of the General Partner, result in Excess 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 B 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 B Preferred Units pursuant to Section 16.9.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 16.9.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 B Preferred Units described in Section 16.9.A(ii) and (iii) shall be subject to the provisions of Section 16.6.B (i) and Section 16.6.C(ii); PROVIDED, HOWEVER, that the term "Series B Redemption Price" in such Sections shall be read to mean the original Capital Contribution per Series B 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 B 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 B 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 16.9.A(iii), by delivering certificates, if any, representing such Series B Preferred Units to be exchanged together with written notice of exchange and an assignment of such Series B Preferred Units and such opinions of counsel and further assurances further described in Section 16.6.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 B 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 B Exchange Price shall have been paid. Any Series B Preferred Shares issued pursuant to this Section 16.9 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 B Preferred Units for Series B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares pursuant to this section (other than the General Partner now holding such Series B 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 B Preferred Shares for which such Series B Preferred Unit was exchanged or redeemed.

(iii) Fractional shares of Series B 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 B 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 B EXCHANGE PRICE. (i) The Series B Exchange Price is subject to adjustment upon certain events, including (a) subdivisions, combinations and reclassification of the Series B Preferred Shares, and (b) distributions to all holders of Series B 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 B 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 B 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 B 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 B Preferred Shares or fraction thereof into which one Series B 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 B Preferred Partner, or any of their permitted successors or assigns, hold any Series B Preferred Units, the General Partner Entity shall not, without the affirmative vote of the holders of at least two-thirds of the Series B 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 B 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 B 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 B Preferred Shares or the holders of the Series B Preferred Shares or the Series B 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 B 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 B 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 16.10 NO CONVERSION RIGHTS

The holders of the Series B 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 16.11 NO SINKING FUND

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

10. Exhibit B, Paragraph 3. The words "and XVI" are inserted after the word "XIII" in Paragraph 3 of Exhibit B of the Agreement.

11. 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.

12. 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.

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

14. 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: /S/ G. STEVEN DAWSON
    ------------------------------------------------
        Name:   G. Steven Dawson
        Title:  Senior Vice President and
                Chief Financial Officer

ADDITIONAL LIMITED PARTNERS

BELCREST REALTY CORPORATION

By: /S/ THOMAS E. FAUST, JR.
    ------------------------------------------------
        Name:   Thomas E. Faust, Jr.
        Title:  Executive Vice President

BELAIR REAL ESTATE CORPORATION

By: /S/ THOMAS E. FAUST, JR.
    ------------------------------------------------
        Name:   Thomas E. Faust, Jr.
        Title:  Executive Vice President

CAMDEN PROPERTY TRUST, for purposes of Sections 8.5.C, 16.5.A and 16.9

         By: /S/ RICHARD J. CAMPO
             ------------------------------------------------
                 Name:   Richard J. Campo
Title: Chairman and Chief Executive Officer

Exhibit 99.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of February 23, 1999, is entered into by and between CAMDEN PROPERTY TRUST, a Texas real estate investment trust (the "COMPANY" or the "REIT"), and Belcrest Realty Corporation, a Delaware corporation ("BELCREST") and Belair Real Estate Corporation, a Delaware corporation ("BELAIR"; and together with Belcrest, the "CONTRIBUTORS").

RECITALS

WHEREAS, in connection with the offering of 4,000,000 8.5% Series B Cumulative Redeemable Preferred Units (the "OP UNITS") of Camden Operating, L.P., a Delaware limited partnership ( the "OPERATING PARTNERSHIP"), Contributors contributed to the Operating Partnership $100,000,000 in return for the OP Units on terms and conditions set forth in the Contribution Agreement, dated as of the date hereof, by and among Belair, Belcrest, the Company and Operating Partnership (the "CONTRIBUTION AGREEMENT");

WHEREAS, the Contributors will receive the OP Units in exchange for cash contributed to the Operating Partnership;

WHEREAS, pursuant to the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership (as amended by that certain First Amendment to Third Amended and Restated Agreement of Limited Partnership, dated as of the date hereof, the "AGREEMENT OF LIMITED PARTNERSHIP"), the OP Units owned by the Contributors or their successors and assigns will be redeemable for cash or exchangeable for shares of the Company's 8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest (the "PREFERRED SHARES") upon the terms and subject to the conditions contained therein; and

WHEREAS, in order to induce the Contributors to enter into the Contribution Agreement, the Company and the Operating Partnership have agreed to enter into this Agreement and to provide registration rights set forth herein to the Contributors and any subsequent holder or holders of the OP Units.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS.

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

"AFFILIATE" shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

"AGREEMENT" shall have the meaning set forth in the preamble.

"AGREEMENT OF LIMITED PARTNERSHIP" shall have the meaning set forth therefor in the Recitals.

"BELAIR" shall have the meaning set forth in the preamble.

"BELCREST" shall have the meaning set forth in the preamble.

"CLOSING DATE" shall mean the date of closing of the Company's sale of Series B Preferred Units to the Contributors.

"COMPANY" shall have the meaning set forth in the preamble and shall also include the Company's successors or other parties who succeed to the Company's obligations hereunder.

"CONTRIBUTION AGREEMENT" shall have the meaning set forth in the preamble.

"CONTRIBUTORs" shall have the meaning sets forth in the preamble and shall include their successors and permitted assigns.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time.

"HOLDER" shall mean (i) any Contributor or (ii) any Person holding Registrable Securities as a result of a transfer or assignment of Registrable Securities to that Person other than pursuant to an effective Registration Statement or Rule 144 under the Securities Act, in each case where securities sold in such transaction may be resold in a public distribution without subsequent registration under the Securities Act (provided that (a) such transfer or assignment occurred pursuant and in accordance with Section 16.9 of the Agreement of Limited Partnership, and (b) any such transferee assumes the obligations under, and becomes a party to, this Agreement), and together the entities described in clauses (i) and (ii) hereof shall be "HOLDERS".

     "INDEMNIFIED  PARTY"  shall  have the  meaning  set forth in  SECTION  7(C)
hereof.

     "INDEMNIFYING  PARTY"  shall have the  meaning  set forth in  SECTION  7(C)
hereof.

"OP UNITS" shall have the meaning set forth therefor in the Recitals.

"OPERATING PARTNERSHIP" shall have the meaning set forth therefor in the Recitals.

"PERSON" shall mean an individual, partnership, corporation, trust, or unincorporated organization, or government or agency or political subdivision thereof.

"PIGGYBACK REGISTRATION" shall have the meaning set forth in SECTION 2(C) hereof.

"PREFERRED SHARES" shall have the meaning set forth therefor in the Recitals.

"PRIMARY REGISTRATION" shall have the meaning set forth in SECTION 2(C) hereof.

"PROSPECTUS" shall mean the prospectus included in a Registration Statement, including any preliminary Prospectus, and any such Prospectus as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and by all other amendments and supplements to such Prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

"REGISTERING HOLDERS" shall have the meaning set forth in SECTION 2(B) hereof.

"REGISTRABLE SECURITIES" shall mean (i) the shares of Preferred Shares issued by the Company to the Holders of the Series B Preferred Units in exchange for the Series B Preferred Units and (ii) any securities issued or issuable with respect to the Preferred Shares issued in exchange for the Series B Preferred Units by way of a stock split or stock dividend or in connection with a combination of shares recapitalization, merger, consolidation or other reorganization; PROVIDED, HOWEVER, that the securities listed above shall cease to be Registrable Securities to the extent that (i) a Registration Statement with respect to such securities shall have been declared effective under the Securities Act and remains effective as provided herein, (ii) all such securities are eligible for resale pursuant to Rule 144(k) and are held by a Holder who is not an affiliate of the Company, within the meaning of Rule 144(a) (a "RULE 144 AFFILIATE"), (iii) such securities are held by a Holder who is a Rule 144 Affiliate and all such securities held by such Holder are eligible for resale in accordance with Rule 144(e)(1), or (iv) such securities have been disposed of pursuant to such Registration Statement.

"REGISTRATION EXPENSES" shall mean any and all expenses incident to the Company's performance of or compliance with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. ("NASD") registration, listing and filing fees, (ii) all reasonable fees and expenses incurred in connection with compliance with federal or state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwiters and one counsel (reasonably acceptable to Company) to the Holders in connection with state or federal securities law compliance and blue sky qualification of any of the Registrable Securities and the preparation of a "blue sky" memorandum and compliance with the rules of the NASD), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing of any of the Registrable Securities on any securities exchange or The NASDAQ National Market pursuant to SECTION 4(K) hereof, (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company (including, without limitation, the expenses of any annual or special audit and comfort letters required by the Underwriters), but excluding underwriting discounts and commission and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder; (vi) Securities Act liability insurance, if the Company so desires; and (vii) fees and expenses of other Persons reasonably necessary in connection with the registration, including any experts, transfer agent or registrar, retained by the Company.

"REGISTRATION REQUEST" shall have the meaning set forth in SECTION 2(B) hereof.

"REGISTRATION STATEMENT" shall mean a Registration Statement of the Company which covers all of the Registrable Securities on an appropriate form under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"REIT" shall have the meaning set forth in the preamble.

"SEC" shall mean the Securities and Exchange Commission or any successor federal agency.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time.

"SERIES B PREFERRED UNITS" shall have the meaning therefor set forth in the preamble hereof.

"UNDERWRITER" means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer's market-making activities.

"UNDERWRITTEN OFFERING" shall mean a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.

2. REGISTRATION UNDER THE SECURITIES ACT.

(A) FILING OF SHELF REGISTRATION STATEMENT. The Company shall file, on or before the date which is the tenth (10th) anniversary of the Closing Date or such earlier date (i) as all Series B Preferred Units shall be exchanged for Preferred Shares or (ii) as all Preferred Shares shall be distributed pursuant to Section 16.5.A of the Agreement of Limited Partnership, a "shelf" Registration Statement providing for the sale of all of the Registrable Securities of the Holder. The Company shall use all commercially reasonable efforts to have such shelf Registration Statement declared effective by the SEC as soon as practicable thereafter. The Company agrees to use all commercially reasonable efforts to keep the shelf Registration Statement continuously effective for a period of two (2) years following the date the Registration Statement is declared effective, or such shorter period which will terminate when all of the Registrable Securities covered by the shelf Registration Statement have been sold pursuant to the shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration. The shelf registration provided for in this SECTION 2(A) may be an Underwritten Offering.

(B) DEMAND REGISTRATION. (i) At any time during which a "shelf" Registration Statement is not effective with respect to the Registrable Securities, upon receipt of a written request (a "REGISTRATION Request"), which shall include a description of such Holders' proposed method of distribution (which method may also include an Underwritten Offering by a nationally recognized Underwriter selected by the Company and reasonably acceptable to the Registering Holders) from Holders holding Registrable Securities having an aggregate expected offering price of at least $20,000,000 (or, if the expected offering price of all remaining Registrable Securities should be less than $20,000,000, such lesser amount), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the SEC, within sixty (60) days after receipt of such Registration Request, a Registration Statement for the sale of all Registrable Securities held by the requesting Holders and any other Holder who makes a written request of the Company to have her or his Registrable Securities included in such Registration Statement, which such written request must be received by the Company within ten
(10) days after such Holder receives the Registration Request (all of such Holders, collectively, the "REGISTERING HOLDERS"). Upon receipt of such written request, the Company shall use all commercially reasonable efforts to cause such Registration Statement to be declared effective within one hundred twenty (120) days after receipt of a Registration Request. The Company shall keep such Registration Statement continuously effective until the earlier of either: (i) the date on which all Registrable Securities have been sold pursuant to such Registration Statement or Rule 144 or (ii) one (1) year from the effective date of the Registration Statement.

(ii) The Company shall not be required to effect more than three (3) registrations pursuant to this SECTION 2(B); PROVIDED, HOWEVER, Company shall effect one additional registration in accordance with the provisions of SECTION 2(B)(I) hereof if requested to do so by a Holder who receives Registrable Securities pursuant to Section 16.5.A. of the Agreement of Limited Partnership (without regard to the dollar limitation set forth therein).

(iii) If any of the Registrable Securities registered pursuant to a Registration Statement filed under this SECTION 2(B) are to be sold in an Underwritten Offering, and the lead managing Underwriter advises the Holders in writing that in its opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration, first, the Registrable Securities of the Holders and, second, any securities to be sold for the account of the Company and for the account of other security holders of the Company who have contractual rights to participate in such registration (the "OTHER HOLDERS") electing to include (but not being entitled to demand inclusion of) securities in such registration (it being understood that such lead managing Underwriter shall have the right to eliminate entirely the participation in such registration of the Company and such Other Holders).

(iv) The Company shall be entitled to postpone, for a reasonable period of time not in excess of ninety (90) days, the filing of a Registration Statement of the Company determines, in the good faith exercise of its reasonable business judgement, that such registration and offering could materially adversely affect the BONA fide financing plans of the Company or would require the disclosure of information, the premature disclosure of which could materially adversely affect the Company or any transaction under consideration by the Company; PROVIDED, HOWEVER, that the Company shall not be entitled to such postponement more than once in any 360-day period.

(C) PIGGYBACK REGISTRATION RIGHTS. (i) If the Company proposes to file a Registration Statement in respect to any of its equity securities (a "PRIMARY REGISTRATION") (other than a Registration Statement (a) on Form S-4 or Form S-8 or any successor forms thereto, (b) filed solely in connection with an offering made solely to employees of the Company, (c)filed solely in connection with a merger, exchange offer or similar transaction or (d) in connection with the acquisition of assets or businesses by the Company or its subsidiaries) and a Registration Statement is not otherwise effective with respect to the Preferred Shares issuable upon exchange of the Series B Preferred Units, then the Company shall promptly give written notice of such proposed filing to the Holders of Registrable Securities and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a "PIGGYBACK REGISTRATION"). The Company shall use all commercially reasonable efforts to include or to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

(ii) Any Holder requesting inclusion of Registrable Securities pursuant to this SECTION 2(C) may, prior to the effective date of the Registration Statement relating to such registration, revoke such request by delivering written notice of such revocation to the Company and the managing Underwriter, if any, at least two (2) business days prior to the effective date of the registration; PROVIDED, HOWEVER, that if the Company, in consultation with its financial and legal advisors, determines that such revocation would materially delay the registration or otherwise require a recirculation of the Prospectus contained in the Registration Statement, then such Holder shall have no such right to revoke its request. If the withdrawal of any Registrable Securities would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities, then, to the extent practicable and without delaying the underwriting, the Company shall offer to the Holders an opportunity to include additional shares of Registrable Securities, which additional Registrable Securities shall be included in such registration pro rata among the holders of Registrable Securities requesting such registration and the holders of such other securities on the basis of the number of securities requested for inclusion in such registration by each such holder. Any Registrable Securities excluded or withdrawn from such underwriting shall also be withdrawn from registration and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the Registration Statement relating thereto, or such shorter period of time as the managing Underwriter may require.

(iii) The Company shall have the right to terminate or withdraw any registration initiated by it under this SECTION 2(C) prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

(iv) The Company shall cause the lead managing Underwriter of a proposed Underwritten Offering to permit Holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other securities of the Company included therein. Notwithstanding the foregoing, in any of the securities registered pursuant to the Piggyback Registration are to be sold in a firm commitment Underwritten Offering and the lead managing Underwriter advises the Holders in writing that in its opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration, first, the securities that the Company proposes to sell and, second, the Registrable Securities of the Holders and the securities to be sold for the account of Other Holders, PRO RATA among such holders, taken together, on the basis of the number of securities requested to be included by all such holders participating in such offering (it being understood that such lead managing Underwriter shall have the right to eliminate entirely the participation in such registration of all such holders).

(D) EXPENSES. The Company shall pay all Registration Expenses in connection with any registration undertaken pursuant to SECTIONS 2(A), 2(B) and 2(C) hereof. The Holder shall pay all brokerage and sales commissions, fees and disbursements of the Holder's counsel (other than as expressly otherwise provided herein), underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Registration Statement.

3. HOLD-BACK AGREEMENT.

Each Holder of Registrable Securities shall agree not to effect any public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested by the Underwriter in an underwritten public offering by the Company; PROVIDED that no Holder shall be so obligated under this SECTION 3 in the event that any such period requested by the Underwriter is longer than ninety (90) days and or occurs more than once in any twelve (12) month period.

4. REGISTRATION PROCEDURES.

In connection with the obligations of the Company with respect to a Registration Statement pursuant to SECTIONS 2(A), 2(B) and 2(C) hereof, the Company shall use all commercially reasonable efforts to effect or cause to be effected the registration of the Registrable Securities under the Securities Act to permit the sale of such Registrable Securities by the Holder in accordance with its intended method or methods of distribution, and the Company shall:

(A) prepare and file with the SEC, as specified in SECTION 2 hereof, a Registration Statement, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use all commercially reasonable efforts to cause such Registration Statement to become effective and remain effective in accordance with SECTION 2 hereof;

(B) subject to SECTION 4(J) hereof, prepare and file with the SEC such amendments and post-effective amendments to each such Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period; cause each such Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holder thereof;

(C) furnish to the Holder of Registrable Securities without charge, as many copies of each Prospectus, including each or summary prospectus preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; the Company consents to the use of any such Prospectus, including each preliminary Prospectus, by the Holder of Registrable Securities, if any, in connection with the offering and sale of the Registrable Securities covered by any such Prospectus;

(D) use all commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Securities by the time the applicable Registration Statement is declared effective by the SEC under all applicable state securities or "blue sky" laws of such jurisdictions as the Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Registration Statement is required to be kept effective and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; PROVIDED, HOWEVER, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this SECTION 4(D), (ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the general service of process in any such jurisdiction;

(E) notify the Holder of Registrable Securities promptly and, if requested by such Holder, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, and (iii) of the happening of any event during the period a Registration Statement is effective as a result of which such Registration Statement or the related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (iv) of the Company's receipt of any notification of the suspension of the qualification of any Registrable Securities covered by a Registration Statement for sale in any jurisdiction; in the event the Company shall give notice as to the occurrence of any event described SECTIONS 4(E)(II), 4(E)(III) or 4(E)(IV) hereof, the Company shall extend the period during which such Registration Statement shall be maintained effective by the number of days during the period from and including the date of the giving of such notice to the date the Company delivers notice that disposition may be made;

(F) furnish to the Holder of Registrable Securities copies of any request by the SEC or any state securities authority of amendments of supplements to a Registration Statement and Prospectus or for additional information;

(G) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment;

(H) provide to the Holders, at no cost to such Holders, a copy of the Registration Statement and any amendment thereto with respect to Registrable Securities, each Prospectus contained in such Registration Statement or post-effective amendment and any amendment or supplement thereto and such other documents as such Holders may reasonably request in order to facilitate the disposition of their Registrable Securities covered by such Registration Statement; the Company consents to the use of each such Prospectus and any supplement thereto by such Holders in connection with the offering and sale of their Registrable Securities covered by such Registration Statement or any amendment thereto;

(I) upon the occurrence of any event contemplated by SECTION 4(E)(III) hereof, immediately notify all Holders of the Registrable Securities affected by such event of such event and prepare and provide to such Holders a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference and file any required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(J) make available for inspection by representatives of the Holder of the Registrable Securities and any Underwriters participating in any disposition pursuant to a Registration Statement and any special counsel or accountant retained by such Holders or Underwriters, all financial and other records, pertinent corporate documents and properties of the Company and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, special counsel or accountant in connection with a Registration Statement; PROVIDED, HOWEVER, that such records, documents or information which the Company determines, in good faith, to be confidential and notifies such representatives, Underwriters ' special counsel or accountants are confidential shall not be disclosed by the representatives, underwriters special counsel or accountants unless (i) the disclosure of such records, documents or information is necessary to avoid or correct a misstatement or omission in a Registration Statement, (ii) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents or information have been generally made available to the public;

(K) use all commercially reasonable efforts (including, without limitation, seeking to cure any deficiencies (within the Company's control) cited by such exchange or market in the Company's listing application) to list all Registrable Securities on The New York Stock Exchange (unless the Company qualifies and chooses to list all Registrable Securities on the American Stock Exchange or The NASDAQ National Market, in which event the Company shall use its best efforts to list all Registrable Securities on the American Stock Exchange or The NASDAQ National Market);

(L) provide a CUSIP number for all Registrable Securities, not later than the effective date of the Registration Statement;

(M) use all commercially reasonable efforts to comply with the Securities Act and the Exchange Act in connection with the offer and sale of the Registrable Securities to be sold pursuant to a Registration Statement, and, make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(N) provide and cause to be maintained a transfer agent for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement;

(O) cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing their Registrable Securities to be sold pursuant to a Registration Statement and not bearing any Securities Act legend; and enable certificates for such Registrable Securities be issued for such numbers of shares and registered in such names as such Holders may reasonably request at least two (2) business days prior to any sale of their Registrable Securities;

(P) enter into customary agreements (including an underwriting agreement or securities sales agreement, if any, in customary form) containing such representations and warranties to the Holders of such Registrable Securities and the Underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings as may be reasonably requested by them and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities; and

(Q) furnish to each registering Holder of Registrable Securities and to each Underwriter, if any, a signed counterpart, addressed to such registering Holder of Registrable Securities or Underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants (to the extent permitted by the standards of the American Institute of Certified Public Accountants), each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Holders of a majority of the Registrable Securities included in such offering or the managing Underwriter or Underwriters therefor reasonably request.

The Company may require the Holder of Registrable Securities to furnish to the Company such information regarding the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing.

The Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in SECTION 4(E)(III) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holders' receipt of the copies of the supplemented or amended Prospectus, if so directed by the Company, such Holders will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holders' possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

5. BLACK-OUT PERIOD.

(A) Following the effectiveness of a Registration Statement (and the filings with any state securities commissions), the Company may direct the Holder to suspend sales of the Registrable Securities for such times as the Company reasonably may determine is necessary and advisable, including the following events: (i) an underwritten primary offering by the Company where the Company is advised by the underwriters for such offering that sale of Registrable Shares under the Registration Statement would have a material adverse effect on the primary offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material information by the Company in the Registration Statement (or such filings), (y) as to which the Company has a bona fide business purpose for preserving confidentiality or (z) which renders the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable.

(B) In the case of an event which causes the Company to suspend the effectiveness of a Registration Statement (a "SUSPENSION EVENT"), the Company may give notice (a "SUSPENSION NOTICE") to the Holder to suspend sales of the Registrable Shares so that the Company may correct or update the Registration Statement (or such filings); PROVIDED, HOWEVER, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Holder agrees that it will not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company. If so directed by the Company, Holder will deliver to the Company all copies of the Prospectus covering the Registrable Shares held by them at the time of receipt of the Suspension Notice. The Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "END OF SUSPENSION NOTICE") from the Company, which End of Suspension Notice shall be given by the Company promptly following the conclusion of any Suspension Event and the effectiveness of any required amendment or supplement to be the Registration Statement.

(C) Notwithstanding the provisions of SECTIONS 5(A) and 5(B) to the contrary: (i) no Holder shall be subject to the provisions of SECTIONS 5(A) and 5(B) hereof for a period of time in excess of ninety (90) days; and (ii) no Suspension Notice may be given more than once in any twelve (12) month period. Moreover, notwithstanding SECTIONS 2(A), 2(B) and 2(C) hereof, if the Company shall give a Suspension Notice pursuant to this SECTION 5, the Company agrees it shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when the Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to resume sales.

6. RULE 144 AND RULE 144A.

For so long as the Company is subject to the reporting requirements of
Section 13 or 15 of the Exchange Act, the Company covenants that it will timely file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC thereunder and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 under the Securities Act. The Company also covenants that it will provide the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any Holder of Registrable Securities and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, (b) Rules 144A under the Securities Act, as such Rule may be amended from time to time, or (c) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

7. INDEMNIFICATION.

(A) The Company will indemnify each Registering Holder, each such Holder's officers and directors, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages, liabilities and expenses (including reasonable legal expenses), arising out of or based on any untrue statement (or alleged untrue statement) of a

material fact contained in any Registration Statement or prospectus relating to such Holders' Registrable Securities, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that the Company will not indemnify and will not be liable to any Registered Holder in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (i) any untrue statement or omission or alleged untrue statement or omission, made in conformity with and in reliance upon information furnished in writing to the Company by such Holder or by an underwriter for inclusion therein or (ii) such Holder's failure to deliver an amended or supplemental Prospectus provided by the Company, if such claim, loss, damage, liability or expense would not have arisen had such delivery occurred.

(B) Each Registering Holder will indemnify the Company, each of its trust managers and each of its officers (including each trust manager and officer who signs the Registration Statement), each underwriter, if any, of the Company's securities covered by such Registration Statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages, liabilities and expenses (including reasonable legal fees and expenses) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or prospectus, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus, in reliance upon and in conformity with information furnished in writing to the Company by such Holder for inclusion therein.

(C) Each party entitled to indemnification under this SECTION 7 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought. However, the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party pursuant to the provisions of this SECTION 7, except to the extent of the actual damages suffered by such delay in notification. The Indemnifying Party shall assume the defense of such action. including the employment of counsel, which shall be chosen by the Indemnifying Party and shall be reasonably satisfactory to the Indemnified Party, and payment of expenses in connection with such defense. The Indemnified Party shall have the right to employ its own counsel in any such case, but the legal fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall not have assumed the defense of such action within a reasonable period of time, or (iii) the Indemnified Party shall have been reasonably

advised by its counsel that there may be defenses available to it or them which are different from or additional to those available to Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events such fees and expenses shall be borne by the Indemnifying Party. No Indemnifying Party in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each such Indemnified Party of a release from all liability in respect to such claim or litigation.

(D) If the indemnification provided for in this SECTION 7 is unavailable to a party that would have been an Indemnified Party under this SECTION 7, then each party that would have been an Indemnifying Party hereunder shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such claims, losses, damages, liabilities and expenses in such proportion as is appropriate to reflect tile relative fault of the Indemnifying Party on the one hand and such Indemnified Party on the other in connection with the statement or omission which resulted in such claims, losses, damages, liabilities and expenses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact related to information supplied by the Indemnifying Party or the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Registering Holder agree that it would not be just and equitable if contribution pursuant to this SECTION 7 were determined by pro rata allocation or by any other method of allocation that fails to take account of the equitable considerations referred to above in this SECTION 7(D). For purposes of this
SECTION 7(D), each person, if any, who controls the Holder within the meaning of
Section 15 of the Securities Act shall have the same rights to contribution as the Holder and each trust manager of the Company, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company.

(E) No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(F) In no event shall any Registering Holder be liable for any claims, losses, damages, liabilities or expenses pursuant to this SECTION 7 in excess of the net proceeds to such Holder for the sale of such Holder's Registrable Securities pursuant to a Registration.

8. MISCELLANEOUS.

(A) NO INCONSISTENT AGREEMENT. The Company has not entered into nor will the Company on or after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holder of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holder do not in any way conflict with and are not inconsistent with the rights granted to the holder of the Company's other issued and outstanding securities under any such agreements.

(B) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Company and Holders holding at least 51% of the then outstanding Registrable Securities.

(C) NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to the Contributors, at the address or telecopier number set forth below its signature hereon, and thereafter at such other address or telecopier number, notice of which is given in accordance with the provisions of this SECTION 8(C),
(ii) if to an assignee or transferee of the Contributors, to such address or telecopier number such assignee or transferee shall have provided to the Company, and (iii) if to the Company, at Three Greenway Plaza, Suite 1300, Houston, Texas 77046, Attention: Richard J. Campo, telecopier number (713) 354-2599, and thereafter at such other address or telecopier number, notice of which is given in accordance with the provisions of this SECTION 8(C), with a copy to Locke Liddell & Sapp LLP, 2001 Ross Avenue, Suite 3000, Dallas, Texas 75201-8001, Attention Bryan L. Goolsby, telecopier number (214) 849-5599. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery.

(D) SUCCESSORS. The rights and obligations of any Holder hereunder may be assigned to any other Holder. This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of the Company and the Holder.

(E) COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(F) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(G) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(H) SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(I) SPECIFIC PERFORMANCE. The parties hereto acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to complete specific performance of the obligations of any other party under this Agreement to accordance with the terms and conditions of this Agreement in any court of the United States or any State thereof having jurisdiction.

(J) ENTIRE AGREEMENT. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof.

(K) ATTORNEYS' FEES. If the Company or any Holder brings an action to enforce its rights under this Agreement, the prevailing party in the action shall be entitled to recover its costs and expenses, including without limitation, reasonable attorneys' fees, incurred in connection with such action, including any appeal of such action.

(L) AUTHORITY; BINDING EFFECT. Each party hereto represents and warrants that it has the fall legal right, power and authority to execute this Agreement, that this Agreement has been duly authorized, executed and delivered on behalf of such party and constitutes a valid and binding agreement of such party enforceable in accordance with its terms.

(M) ADDITIONAL SHARES. The parties agree that any Registration Statement may register shares that are not Registrable Securities but are equity securities of the Company held by others, or to be issued to others, provided the same shall not limit or affect the Company's obligations to Holders with respect to Registrable Securities hereunder.

(N) LIMITATION OF LIABILITY OF SHAREHOLDERS AND OFFICERS OF THE COMPANY. ANY OBLIGATION OR LIABILITY WHATSOEVER OF THE COMPANY WHICH MAY ARISE AT ANY TIME UNDER THIS AGREEMENT OR ANY OBLIGATION OR LIABILITY WHICH MAY BE INCURRED BY IT PURSUANT TO ANY OTHER INSTRUMENT, TRANSACTION OR UNDERTAKING CONTEMPLATED HEREBY SHALL BE SATISFIED, IF AT ALL, OUT OF THE COMPANY'S ASSETS ONLY. NO SUCH OBLIGATION OR LIABILITY SHALL BE PERSONALLY BINDING UPON, NOR SHALL RESORT FOR THE ENFORCEMENT THEREOF BE HAD TO, THE PROPERTY OF ANY OF ITS SHAREHOLDERS (SOLELY AS A RESULT OF THEIR STATUS AS SHAREHOLDERS), TRUST MANAGERS, OFFICERS, EMPLOYEES OR AGENTS, REGARDLESS OR WHETHER SUCH OBLIGATIONS OR LIABILITY IS IN THE NATURE OF CONTRACT, TORT OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, THIS
SECTION 8(n) SHALL NOT IN ANY WAY AFFECT OR LIMIT ANY OBLIGATION OR LIABILITY OF ANY HOLDER UNDER THIS AGREEMENT.

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

CAMDEN PROPERTY TRUST

By: /S/ RICHARD J. CAMPO
    ---------------------------------------------------
        Name:   Richard J. Campo
        Title:  Chairman and Chief Executive Officer

BELCREST REALTY CORPORATION

By: /S/ THOMAS E. FAUST, JR.
    ---------------------------------------------------
        Name:   Thomas E. Faust, Jr.
        Title:  Executive Vice President
Address:        c/o Eaton Vance Management
                24 Federal Street
                Boston, Massachusetts 02110
                Attention: Alan Dynner
                Telecopier:       (617) 338-8054

BELAIR REAL ESTATE CORPORATION

By: /S/ THOMAS E. FAUST, JR.
    ---------------------------------------------------
        Name:   Thomas E. Faust, Jr.
        Title:  Executive Vice President
Address:        c/o Eaton Vance Management
                24 Federal Street
                Boston, Massachusetts 02110
                Attention: Alan Dynner
                Telecopier:       (617) 338-8054

Exhibit 99.4

CAMDEN PROPERTY TRUST ANNOUNCES THE PRIVATE PLACEMENT OF $100
MILLION PERPETUAL PREFERRED UNITS

Houston, TEXAS (February 24, 1999) - Camden Property Trust (NYSE:CPT) announced the successful completion of a private placement of perpetual preferred operating units issued to institutional investors. The $100 million 8.5% Series B Cumulative Redeemable Perpetual Preferred Units were issued by Camden's operating partnership. The units are non-callable for five years, are subordinate to all debt, and have no mandatory redemption date. Donaldson, Lufkin & Jenrette acted as agent in the transaction. The net proceeds were used to reduce balances outstanding on Camden's lines of credit.

Camden Property Trust is one of the nation's largest multifamily REITs and owns interests in and operates 149 properties containing 51,310 apartment homes in the Sunbelt and Midwestern markets from Florida to California. Upon completion of 14 properties under development, the Company's portfolio will increase to 56,968 apartment homes in 163 properties.

For more information, please contact Richard J. Campo or D. Keith Oden at 1-800-9Camden, or locally at (713) 354-2500, or visit our website at http://www.camdenprop.com.