exv10w4



 





EXHIBIT 10.4




Form of Affiliate Letter




Camden Property Trust

Three Greenway Plaza

Suite 1300

Houston, TX 77046



Ladies and Gentlemen:




     I have been advised that as of the date hereof, I may be deemed to be an
“affiliate” of Summit Properties Inc., a Maryland corporation (the “Seller”),
as the term “affiliate” is defined for purposes of paragraphs (c) and (d) of
Rule 145 of the Rules and Regulations (the “Rules and Regulations”) promulgated
by the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Act”). I have been further advised
that pursuant to the terms of the Agreement and Plan of Merger dated as of
October    , 2004 (the “Merger Agreement”), by and among Camden Property Trust,
a Texas real estate investment trust (the “Buyer”), Camden Summit, Inc.
(formerly Camden Sparks, Inc.), a Delaware corporation and a wholly owned
subsidiary of the Buyer (“MergerCo”), and the Seller, pursuant to which Seller
will merge with and into the MergerCo (the “Merger”) and, that as a result of
the Merger, I may receive Parent Common Shares (as defined in the Merger
Agreement) in exchange for shares of Company Common Stock (as defined in the
Merger Agreement) owned by me.



     Accordingly, I hereby represent, warrant and covenant to the Buyer that
with respect to the Parent Common Shares I receive as a result of the Merger:




	 	A.	 	I shall not make any sale, transfer or other disposition of
the Parent Common Shares in violation of the Act or the Rules and
Regulations.
	 
	 	B.	 	I have carefully read this letter and the Merger Agreement
and discussed its requirements and other applicable limitations upon
my ability to sell, transfer or otherwise dispose of Parent Common
Shares to the extent I believe necessary with my counsel or counsel
for the Seller.
	 
	 	C.	 	I have been advised that the issuance of Parent Common Shares
to me pursuant to the Merger will be registered with the Commission
under the Act pursuant to a Registration Statement on Form S-4.
However, I have also been advised that, since at the time the Merger
will be submitted for a vote of the stockholders of the Seller, I
may be deemed to have been an affiliate of the Seller and the resale
by me of the Parent Common Shares has not been registered under the
Act, I may not sell, transfer or otherwise dispose of Parent Common
Shares issued to me in the Merger unless (i) such sale, transfer or
other disposition has been registered under the Act, (ii) such sale,
transfer or other disposition is made in conformity with the




 









 






	 	 	 	volume and other limitations of Rule 145 promulgated by the
Commission under the Act, or (iii) in the opinion of counsel
reasonably acceptable to the Buyer and its counsel, such sale,
transfer or other disposition is otherwise exempt from registration
under the Act.
	 
	 	D.	 	I understand that the Buyer is under no obligation to
register the sale, transfer or other disposition of the Parent
Common Shares received in the Merger by me or on my behalf under the
Act or to take any other action necessary in order to make
compliance with an exemption from such registration available, other
than as set forth herein.
	 
	 	E.	 	I also understand that stop transfer instructions will be
given to the Buyer’s transfer agent(s) with respect to the Parent
Common Shares issued to me and that there will be placed on the
certificates of the Parent Common Shares issued to me, or any
substitutions therefor, a legend in substantially the following
form:






	 	 	 	“The securities represented by this certificate have
been issued in a transaction to which Rule 145
promulgated under the Securities Act of 1933 applies
and may only be sold or otherwise transferred in
compliance with the requirements of Rule 145 or
pursuant to a registration statement under said act or
an exemption from such registration.”






	 	F.	 	I also understand that unless the transfer by me of my Parent
Common Shares has been registered under the Act or is a sale made in
conformity with the provisions of Rule 145, Buyer reserves the right
to place a legend on the certificates issued to my transferee in
substantially the following form:






	 	 	 	“The shares represented by this certificate have not
been registered under the Securities Act of 1933 and
were acquired from a person who received such shares
in a transaction to which Rule 145 promulgated under
the Securities Act of 1933 applies. The shares have
been acquired by the holder not with a view to, or for
resale in connection with, any distribution thereof
within the meaning of Securities Act of 1933 and may
not be sold, pledged or otherwise transferred except
in accordance with an exemption from the registration
requirements of the Securities Act of 1933.”





     It is understood and agreed that the legends set forth in paragraphs (E)
and (F) above shall be removed by delivery of substitute certificates without
such legend and the related stop transfer restrictions may be lifted forthwith,
if (i) any such shares of Parent Common Shares shall have been registered under
the Act for sale, transfer or other disposition by me or on my behalf, or (ii)
any such shares of the Parent Common Shares are eligible to be sold in
accordance with the provisions of paragraph (d) of Rule 145 promulgated under
the Act, or (iii) the Buyer shall have received a letter from the staff of the
Commission, or an opinion of counsel reasonably acceptable to the Buyer, to the
effect that the stock transfer restrictions and the legend are not required.



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     I have set forth below the exact number of shares of Company Common Stock
which I own of record only, beneficially only and of record and beneficially.
My ownership of the shares of Company Common Stock indicated is free and clear
of any security interest, lien, encumbrance, charge, equity, claim or
restriction whatsoever, except as set forth below and as may be imposed by
reason of the Act of the Rules and Regulations thereunder.



     I understand that the Buyer will file the reports required to be filed by
it under the Securities Exchange Act of 1934, as amended, and the rules and
regulations adopted by the Commission thereunder, and will take such further
action as I may reasonably request, to the extent required from time to time to
enable me to sell shares received by me in the Merger without registration
under the Act pursuant to (a) Rule 145(d)(1) or (b) any successor rule or
regulation hereafter adopted by the Commission.



     Execution of this letter should not be considered an admission on my part
that I am an “affiliate” of Seller as described in the first paragraph of this
letter or as a waiver of any rights I may have to object to any claim that I am
such an affiliate on or after the date of this letter.



	 	 	 
	

	 	Very truly yours,
	 
	 	 
	

	 	

	

	 	Name:
	Date:
	 	 
	

	 	 
	

	 	 
	

	 	Company Common Stock Owned
	

	 	 
	

	 	Of Record:
	

	 	

	

	 	 
	

	 	Beneficially:
	

	 	

	

	 	 
	

	 	Beneficially and of Record:
	

	 	

	

	 	 
	Accepted this       day of
	 	 
	                                      , 200     by
	 	 







CAMDEN PROPERTY TRUST




	 	 	 	 	 
	By:
	 	 	 	 
	

	 	

	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 








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