<PAGE>
                                                                    EXHIBIT 10.2

                               PURCHASE AGREEMENT


         This Purchase Agreement (this "Agreement"), dated as of April 22, 2002,
is by and among Cohen & Steers Capital Management, Inc. ("Cohen & Steers"), the
client accounts of Cohen & Steers, as set forth on Schedule A (each a
"PURCHASER" and collectively the "PURCHASERS"), and Crescent Real Estate
Equities Company (the "SELLER").

         WHEREAS, the PURCHASERS, desire to purchase from SELLER, and SELLER
desires to issue and sell to PURCHASERS, in the aggregate 2,800,000 shares of
its 6 3/4% Series A Preferred Shares of beneficial interest, par value $.01 per
share (the "Shares"), with the number of Shares acquired by each PURCHASER set
forth on Schedule A.

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:

         1. Purchase and Sale. Subject to the terms and conditions hereof, the
PURCHASERS hereby agree to purchase from SELLER, and SELLER agrees to issue and
sell to PURCHASERS, the Shares at a price per share of $18.00 for an aggregate
purchase amount of $50,400,000 (the "Purchase Price").

         2. Representations and Warranties of PURCHASER. Each PURCHASER
represents and warrants that:

                  (a) Due Authorization. The PURCHASER is duly authorized to
         purchase the Shares. This Agreement has been duly authorized, executed
         and delivered by the PURCHASER and constitutes a legal, valid and
         binding agreement of the PURCHASER or of Cohen & Steers on behalf of
         the Purchaser, enforceable against the PURCHASER in accordance with its
         terms except as may be limited by (i) the effect of bankruptcy,
         insolvency, reorganization, moratorium or other similar laws relating
         to or affecting the rights or remedies of creditors or (ii) the effect
         of general principles of equity, whether enforcement is considered in a
         proceeding in equity or at law and the discretion of the court before
         which any proceeding therefor may be brought.

                  (b) Not a Party in Interest; Disqualified Person. With respect
         to SELLER, PURCHASER is not a "party in interest" as such phrase is
         used in the Employee Retirement Income Security Act of 1974, as amended
         ("ERISA"), or a "disqualified person" as such phrase is used in the
         Internal Revenue Code of 1986, as amended ("Code").



<PAGE>

                  (c) Not a Prohibited Transaction. The purchase of the Shares
         from SELLER will not give rise to a nonexempt "prohibited transaction"
         under ERISA or the Code.

         3. Representations and Warranties of SELLER. SELLER represents and
warrants that:

                  (a) Due Authorization. This Agreement has been duly
         authorized, executed and delivered by SELLER and constitutes a legal,
         valid and binding agreement of SELLER, enforceable against SELLER in
         accordance with its terms except as may be limited by (i) the effect of
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws relating to or affecting the rights or remedies of creditors or
         (ii) the effect of general principles of equity, whether enforcement is
         considered in a proceeding in equity or at law and the discretion of
         the court before which any proceeding therefor may be brought.

                  (b) Organization and Authority. SELLER has been duly formed as
         a real estate investment trust under the laws of Texas, with full power
         and authority to own or lease and occupy its properties and conduct its
         business as described in the Prospectus. According to the County Clerk
         of Tarrant County, Texas, the Restated Declaration of Trust of the
         Company is recorded in Volume 12645, beginning at Page 1811, in the
         records of the County Clerk and the Articles of Amendment to the
         Restated Declaration of Trust, as amended, is recorded in Volume 15194,
         beginning at Page 311, in the records of the County Clerk. The Restated
         Declaration of Trust, as amended, is in effect, and no dissolution,
         revocation or forfeiture proceedings regarding the Company have been
         commenced.

                  (c) Issuance of the Shares. The Shares have been duly and
         validly authorized and, when issued and delivered pursuant to this
         Agreement, will be fully paid and nonassessable and will be listed,
         subject to notice of issuance, on the New York Stock Exchange effective
         as of the Closing (as defined in Paragraph 6 of this Agreement).

                  (d) Absence of Conflicts. The execution, delivery and
         performance of this Agreement and the consummation of transactions
         contemplated herein do not and will not result in the creation or
         imposition of any lien, charge or encumbrance upon any property or
         assets of the SELLER.

         4. Representation and Warranty of Cohen & Steers. Cohen & Steers hereby
represents and warrants that it has been duly authorized to act as investment
adviser on behalf of each PURCHASER, and that it has the power and authority to
enter into this Agreement on behalf of each PURCHASER.



                                       2
<PAGE>

         5. Conditions to Obligations of the Parties. As a condition to Closing,
each of the representations and warranties of the parties hereto shall be true
and correct in all respects. As a condition to Cohen & Steers' and the
PURCHASERS' obligations at Closing, at Closing, Cohen & Steers and the
PURCHASERS shall have received (i) the favorable opinion of counsel to the
SELLER, dated as of the Closing, to the effect as set forth in Annex A & Annex B
to the Placement Agency Agreement between the Placement Agent (as defined
therein) and SELLER, dated as of April 22, 2002, and (ii) a copy of SELLER's
Prospectus and Prospectus Supplement each dated April 22, 2002 (collectively,
the "Prospectus").

         6. Closing. The transactions contemplated hereby shall be consummated
on April 26, 2002 (such time and date of payment and delivery being herein
called the "Closing"). At the Closing, settlement shall occur through Merrill
Lynch & Co., Inc., or an affiliate thereof, on a delivery versus payment basis
through the DTC ID System.

         7. Governing Law. This Agreement shall be construed in accordance with
and governed by the substantive laws of the State of New York.

         8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only in a writing that is executed by each of the parties hereto.

         9. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument.



                                       3
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.

                  CRESCENT REAL ESTATE EQUITIES COMPANY



                  By: /s/ Jerry R. Crenshaw, Jr.
                      -----------------------------------
                      Name: Jerry R. Crenshaw, Jr.
                      Title: Senior Vice President and Chief Financial Officer


                  COHEN & STEERS CAPITAL MANAGEMENT, INC., on behalf of itself
         and as investment adviser to the client accounts specified on
         Schedule A



                  By: /s/ Martin Cohen
                      -----------------------------------
                      Name: Martin Cohen
                      Title: President



<PAGE>

                                   SCHEDULE A

<Table>
<Caption>
Name of Client                                       Number of Shares
--------------                                       ----------------
<S>                                                  <C>
Berkeley Regional Insurance Company                            23,100
Cohen & Steers Equity Income Fund, Inc.                       315,300
Cohen & Steers Special Equity Fund, Inc.                       51,200
Fairfax County Uniformed Retirement System                      3,200
North Shore-Long Island Jewish
Health System Cash Balance Plan                                 4,600
New York State Teachers' Retirement System                     46,900
Cohen & Steers Total Return Realty Fund, Inc.                  71,200
Cohen & Steers Advantage Income Realty Fund, Inc.             364,300
Cohen & Steers Quality Income Realty Fund, Inc.             1,888,900
Signet Star Reinsurance Company                                 9,000
University of Mass. Foundation Inc.                             3,100
United Mine Workers of America 1974 Pension Trust              19,200
</Table>