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EXHIBIT 4.2




FORM OF REGISTRATION RIGHTS AGREEMENT




by and among




CAMDEN PROPERTY TRUST, and




THE HOLDERS NAMED HEREIN




Dated: ___________, 2005




FORM OF REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is entered into as
of    , 2005 by and among Camden Property Trust, a Texas real estate
investment trust (the “Company”), and the persons named on Exhibit A hereto
(collectively the “Holders” and each individually as a “Holder”).



     WHEREAS, pursuant to the terms of that certain Agreement and Plan of
Merger (the “Merger Agreement”), dated as of October 4, 2004 by and among the
Company, Camden Summit, Inc. (formerly Camden Sparks, Inc.), a Delaware
corporation, and Summit Properties Inc., a Maryland corporation, the Company
has agreed to grant the limited partners of Camden Summit Partnership, L.P.
(the “Partnership”) certain registration rights with respect to the common
shares of beneficial interest, par value $.01 per share (the “Common Shares”),
of the Company to be received by the Holders pursuant to any conversion of the
Units into Common Shares, whether by exercise of a redemption right or
otherwise;



     NOW, THEREFORE, in consideration of the foregoing, the mutual promises and
agreements set forth herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:



     1. Certain Definitions.



     As used in this Agreement, in addition to the other terms defined herein,
the following capitalized defined terms shall have the following meanings:



     “Affiliate” shall mean a Person that directly, or indirectly though one or
more intermediaries, controls, is controlled by, or is under common control
with a specified Person.



 









 





     “Affiliate Holder” shall mean a Holder that is an Affiliate of the Company
(or that would be an Affiliate of the Company if all Units held by such Holder
were exchanged for Common Shares).



     “Common Shares” shall have the meaning set forth in the recitals to this
Agreement.



     “Company” shall have the meaning set forth in the preamble to this
Agreement.



     “Demand Notice” shall have the meaning set for in Section 2(c) hereof.



     “Demand Registration” shall have the meaning set forth in Section 2(c)
hereof.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.



     “Fair Market Value” shall mean the closing sales price, or the closing
sales bid if no sales were reported, of the Common Shares as quoted on the NYSE
on the date immediately preceding the date of calculation or if there are no
sales or bids for such date, then for the last preceding business day for such
sales or bids, as reported in The Wall Street Journal or similar publication.



     “Holder” or “Holders” shall have the meaning set forth in the preamble to
this Agreement.



     “Indemnitee” shall have the meaning set forth in Section 6 hereof.



     “Issuance Registration Expiration Date” shall have the meaning set forth
in Section 2(a) hereof.



     “Issuance Registration Statement” shall have the meaning set forth in
Section 2(a) hereof.



     “Merger Agreement” shall have the meaning set forth in the recitals to
this Agreement.



     “NASD” shall mean the National Association of Securities Dealers, Inc.



     “NYSE” shall mean the New York Stock Exchange.



     “Partnership” shall have the meaning set forth in the recitals to this
Agreement.



     “Person” shall mean an individual, partnership, corporation, trust, or
unincorporated organization, or a government or agency or political subdivision
thereof.



     “Prospectus” shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, as amended or supplemented by
any prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Shares covered by such 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.



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     “Registrable Shares” (a) when used with respect to a non-Affiliate Holder,
shall mean all Shares of such Holder, excluding (i) Shares for which a
Registration Statement relating to the issuance or sale thereof shall have
become effective under the Securities Act and which have been issued or
disposed of, as applicable, under such Registration Statement, (ii) Shares sold
pursuant to Rule 144 or (iii) Shares eligible for sale pursuant to Rule 144(k)
(or any successor provision); (b) when used with respect to an Affiliate
Holder, shall mean the Shares of such Affiliate Holder, excluding (i) Shares
for which a Registration Statement relating to the sale thereof by such Holder
shall have become effective under the Securities Act and which have been
disposed of under such Registration Statement, (ii) Shares sold pursuant to
Rule 144, or (iii) Shares eligible for sale pursuant to Rule 144(k) (or any
successor provision); and (c) when used without reference to a Holder, shall
mean the Registrable Shares of all Holders. For clarification, it is
understood that once Shares have been issued to a non-Affiliate Holder under an
effective Registration Statement, such Shares are no longer Registrable Shares
no matter who holds such Shares, and, accordingly, neither the non-Affiliate
Holder nor any subsequent holder (whether or not such holder is an Affiliate of
the Company) of such Shares has any further registration rights with respect to
such Shares under this Agreement.



     “Registration Expenses” shall mean any and all expenses incident to the
performance of or compliance with this Agreement, including without limitation:
(a) all registration and filing fees; (b) all fees and expenses associated with
a required listing of the Registrable Shares on any securities exchange; (c)
fees and expenses with respect to filings required to be made with the NYSE or
the NASD; (d) fees and expenses of compliance with securities or “blue sky”
laws (including reasonable fees and disbursements of counsel for the
underwriters or holders of securities in connection with blue sky
qualifications of the securities and determination of their eligibility for
investment under the laws of such jurisdictions); (e) printing expenses,
messenger, telephone and delivery expenses; (f) fees and disbursements of
counsel for the Company and customary fees and expenses for independent
certified public accountants retained by the Company (including the expenses of
any comfort letters or costs associated with the delivery by independent
certified public accountants of a comfort letter or comfort letters); (g)
securities acts liability insurance, if the Company so desires; (h) all
internal expenses of the Company (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties); (i) the expense of any annual audit; (j) reasonable legal fees and
expenses of one (1) counsel to the Holders up to a maximum of $10,000; and (k)
the fees and expenses of any person, including special experts, retained by the
Company; provided, however, that Registration Expenses shall not include, and
the Company shall not have any obligation to pay any other expenses incurred by
the Holders in connection with the conversion of their Units, including,
without limitation, any underwriting fees, discounts, or commissions
attributable to the sale of such Registrable Shares, legal fees and expenses of
more than one (1) counsel to the Holders or in an amount exceeding $10,000,
brokerage fees and sales commissions, and any transfer taxes.



     “Registration Statement” shall mean any registration statement of the
Company which covers the issuance or resale of any of the Registrable Shares
under the Securities Act on an appropriate form, 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 materials incorporated by reference therein.



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     “Resale Shelf Registration Expiration Date” shall have the meaning set
forth in Section 2(b) hereof.



     “Resale Shelf Registration Statement” shall have the meaning set forth in
Section 2(b) hereof.



     “Rule 144” means Rule 144 under the Securities Act (or any successor
provision).



     “SEC” shall mean the Securities and Exchange Commission.



     “Securities Act” shall mean the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.



     “Shares” shall mean all Common Shares issued or issuable to all Holders
upon redemption or in exchange for Units held by such Holders and any other
Common Shares issued as a dividend with respect to, or in exchange for or in
replacement of such Common Shares.



     “Suspension Event” shall have the meaning set forth in Section 9(b)
hereof.



     “Units” shall mean the units of limited partner interests in the
Partnership held by the Holders (or any other interests issued on account of
those units as a result of a unit split, combination, distribution or other
similar recapitalization event applying to all such units).



     “Value” means an amount per share of Common Share equal to the average of
the daily market price for the ten (10) consecutive trading days immediately
preceding the date of determination. The market price for each such trading day
shall be: (a) if the Common Shares are listed or admitted to trading on any
securities exchange or the NASDAQ National Market System, the closing price on
such day, or if no such sale takes place on such day, the average of the
closing bid and asked prices on such day; (b) if the Common Shares are not
listed or admitted to trading on any securities exchange or the NASDAQ National
Market System, the last reported sale price on such day or, if no sale takes
place on such day, the average of the closing bid and asked prices on such day,
as reported by a reliable quotation source designated by the Company; or (c) if
the Common Shares are not listed or admitted to trading on any securities
exchange or the NASDAQ National Market System and no such last reported sale
price or closing bid and asked prices are available, the average of the
reported high bid and low asked prices on such day, as reported by a reliable
quotation source designated by the Company, or if there shall be no bid and
asked prices on such day, the average of the high bid and low asked prices, as
so reported, on the most recent day (not more than ten (10) days prior to the
date in question) for which prices have been so reported; provided that if
there are no bid and asked prices reported during the ten (10) days prior to
the date in question, the Value of the Common Shares shall be determined by the
Company acting in good faith on the basis of such quotations and other
information as it considers, in its reasonable judgment, appropriate.



     2. Registration.



          (a) Filing of Issuance Registration Statement. In connection with the
Merger, the Company has filed with the SEC a registration statement relating to
the issuance of Common Shares to the Holders of the Shares in exchange for the
Units and the sale of such Shares by



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Affiliate Holders (the “Issuance Registration Statement”), which
registration statement was declared effective on    . If necessary
to ensure the shares are registered on a “shelf” basis under Rule 415 of the
Securities Act, the Company shall, as soon as practicable after the date hereof
(but in any event within five (5) business days), cause a post-effective
amendment to the Issuance Registration Statement to be filed on Form S-3 or a
prospectus under Rule 424 of the Securities Act to be filed. The Company
agrees to use its best efforts to keep the Issuance Registration Statement
continuously effective until the date on which all Shares (whether outstanding
or issuable upon exchange or redemption of common units of limited partnership
interest of the Partnership) are no longer Registrable Shares (the “Issuance
Registration Expiration Date”).



          (b) Registration Statement Covering Resale of Common Shares. Unless all
Registrable Shares have been included in the filing of an Issuance Registration
Statement and if the Issuance Registration Statement is not available at any
time, the Company shall use its best efforts to file with the SEC a
Registration Statement on Form S-3 (a “Resale Shelf Registration Statement”)
under Rule 415 of the Securities Act relating to the resale by the Holders of
their Registrable Shares as soon as is practicable after the date hereof or, if
applicable, after the date such Issuance Registration Statement becomes
unavailable. The Company shall use its best efforts to cause such Resale Shelf
Registration Statement to be declared effective by the SEC as soon as
practicable thereafter. The Company agrees to use its best efforts to keep the
Resale Shelf Registration Statement, after its date of effectiveness,
continuously effective until the date (the “Resale Shelf Registration
Expiration Date”) on which all Shares (whether outstanding or issuable upon
exchange or redemption of common units of limited partnership interest of the
Partnership) are no longer Registrable Shares.



          (c) Demand Registration. At any time any Units exchangeable for
Registrable Shares are outstanding and a Registration Statement covering the
resale of such Registrable Shares is not available, the Company shall, at the
written request of any Holder or Holders (a “Demand Notice”), cause to be filed
as soon as practicable (but in any event within thirty (30) days) after the
date of such request by such Holder a Registration Statement in accordance with
Rule 415 under the Securities Act (or its successor) relating to the sale by
such Holder of all or a portion of the Registrable Shares held by such Holder
in accordance with the terms hereof, and shall use its best efforts to cause
such Registration Statement to be declared effective by the SEC as soon as
practicable thereafter (a “Demand Registration”); provided, however, that the
Company shall provide reasonable notice to all other Holders and provide such
other Holders with the opportunity to elect to have all or any portion of their
Shares included on such Registration Statement.



     The Company agrees to use its best efforts to keep the Demand Registration
continuously effective, after its date of effectiveness, with respect to the
Registrable Shares of the requesting Holder or Holders until the earlier of (i)
the date on which such Holder no longer holds any Registrable Shares or (ii)
the date on which all of the Registrable Shares held by such Holder have become
eligible for sale pursuant to Rule 144(k) (or any successor provision).



     Notwithstanding the foregoing, (A) the Company shall not be obligated to
effect more than two Demand Registrations for Holders in any 12-month period,
and (B) the number of



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Registered Shares proposed to be sold by the Holders making such written
request shall have estimated market value of at least $5,000,000.



     Upon receipt by the Company of a Demand Notice, the Company may, but is
not obligated to, purchase from any Holder so requesting registration all, but
not less than all, of the Registrable Shares that are the subject of the
request at a price per share equal to the Value of the Common Shares
immediately preceding the date of the registration request. In the event that
the Company elects to purchase the Registrable Shares, that are the subject of
the Demand Registration, the Company shall notify the Holder within five
business days of the date of receipt of the request by the Company, which
notice shall indicate (I) that the Company will purchase the Registrable Shares
held by such Holder that are the subject of the request, (II) the price per
Registrable Share, calculated in accordance with the previous sentence, that
the Company will pay the Holder and (III) the date upon which the Company shall
repurchase such Registrable Shares, which date shall not be later than the
tenth business day after receipt of the Demand Notice. If the Company so elects
to purchase the Registrable Shares that are the subject of a Demand Notice made
pursuant to this Section 2(c), then upon such purchase the Company shall be
relieved of its obligations under this Section 2(c) with respect to such
Registrable Shares or as a result of the Demand Notice.



          (d) Notification and Distribution of Materials. The Company shall
promptly notify the Holder in writing of the effectiveness of any Registration
Statement applicable to the Shares and shall furnish to the Holders, without
charge, such number of copies of the Registration Statement (including any
amendments, supplements and exhibits), the Prospectus contained therein
(including each preliminary prospectus and all related amendments and
supplements) and any documents incorporated by reference in the Registration
Statement or such other documents as the Holders may reasonably request in
order to facilitate the sale of the Registrable Shares in the manner described
in the Registration Statement.



          (e) Amendments and Supplements. The Company shall promptly prepare and
file with the SEC from time to time such amendments and supplements to the
Registration Statement and Prospectus used in connection therewith as may be
necessary to keep the Registration Statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of all the
Registrable Shares until the earlier of (i) such time as all of the Registrable
Shares have been issued or disposed of in accordance with the intended methods
of disposition by the Holders or issuance by the Company as set forth in the
Registration Statement or (ii) the date on which the Registration Statement is
no longer required to be effective under the terms of this Agreement. Upon ten
(10) business days’ notice, the Company shall file any supplement or
post-effective amendment to the Registration Statement with respect to the plan
of distribution or a Holder’s ownership interests in his, her or its
Registrable Shares that is reasonably necessary to permit the sale of such
Holder’s Registrable Shares pursuant to the Registration Statement.
Concurrently with the effectiveness of any Registration Statement, or amendment
or supplement thereto, required to be filed by the Company hereunder, the
Company shall file any necessary listing applications or amendments to the
existing applications to cause the Shares registered under any Registration
Statement to be then listed or quoted on the NYSE or such other primary
exchange or quotation system on which the Common Shares are then listed or
quoted.



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          (f) Notice of Certain Events. The Company shall promptly notify the
Holders of, and confirm in writing, any request by the SEC for any amendment or
supplement to, or additional information in connection with, any Registration
Statement required to be prepared and filed hereunder (or Prospectus relating
thereto). The Company shall promptly notify each Holder of, and confirm in
writing, the filing of the Registration Statement or any Prospectus, amendment
or supplement related thereto or any post-effective amendment to the
Registration Statement and the effectiveness of any post-effective amendment.



     At any time when a Prospectus relating to the Registration Statement is
required to be delivered under the Securities Act by a Holder to a transferee,
the Company shall immediately notify the Holders of the happening of any event
as a result of which the Prospectus included in such Registration Statement, as
then in effect, includes an 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, in light of the circumstances under which they were made,
not misleading. In such event, the Company shall promptly, and in any event
within ten (10) business days, prepare and furnish to the Holders a reasonable
number of copies of a supplement to or an amendment of such Prospectus as may
be necessary so that, as thereafter delivered to the purchasers of Registrable
Shares sold under the Prospectus, such Prospectus shall not include an 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 light of the
circumstances under which they are made, not misleading. The Company shall, if
necessary, promptly, and in any event within ten (10) business days, amend the
Registration Statement of which such Prospectus is a part to reflect such
amendment or supplement.



     3. State Securities Laws. Subject to the conditions set forth in this
Agreement, the Company shall, in connection with the filing of any Registration
Statement hereunder, file such documents as may be necessary to register or
qualify the Registrable Shares under the securities or “Blue Sky” laws of such
states as the Holders may reasonably request, and the Company shall use its
reasonable best efforts to cause such filings to become effective in a timely
manner; provided, however, that the Company shall not be obligated to qualify
as a foreign corporation to do business under the laws of any such state in
which it is not then qualified or to file any general consent to service of
process in any such state. Once effective, the Company shall use its
reasonable best efforts to keep such filings effective until the earlier of (a)
such time as all of the Registrable Shares have been disposed of in accordance
with the intended methods of disposition by the Holders as set forth in the
applicable Registration Statement, (b) in the case of a particular state, the
applicable Holders have notified the Company that they no longer require an
effective filing in such state in accordance with their original request for
filing or (c) the date on which the applicable Registration Statement ceases to
be effective.



     4. Listing. The Company will use reasonable best efforts to cause all
Registrable Shares to be listed or otherwise eligible for full trading
privileges on the principal national securities exchange (currently the New
York Stock Exchange) or automated quotation system on which the Common Shares
are then listed or traded, in each case not later than the date on which a
Registration Statement covering the Registrable Shares becomes effective or the
Registrable Shares are issued by the Company to a Holder, whichever is later.
The Company will use reasonable best efforts to continue the listing or trading
privilege for all Registrable Shares on such exchange or automated quotation
service. The Company will promptly notify the Holders



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of, and confirm in writing, the delisting of the Common Shares by such
exchange or automated quotation service.



     5. Expenses. The Company shall bear all Registration Expenses incurred in
connection with the registration of the Registrable Shares pursuant to this
Agreement and the Company’s performance of its other obligations under the
terms of this Agreement.



     6. Indemnification by the Company. The Company agrees to indemnify the
Holders and, if a Holder is a person other than an individual, such Holder’s
officers, directors, employees, members, partners, fiduciaries, agents,
representatives and Affiliates, and each person or entity, if any, that
controls a Holder within the meaning of the Securities Act, and each other
person or entity, if any, subject to liability because of his, her or its
connection with a Holder (each, an “Indemnitee”), against any and all losses,
claims, damages, actions, liabilities, costs and expenses (including without
limitation fees, reasonable expenses and disbursements of attorneys and other
professionals), joint or several, arising out of or based (a) upon any
violation by the Company of any rule or regulation promulgated under the
Securities Act applicable to the Company and relating to action or inaction
required of the Company under the terms of this Agreement or in connection with
any Registration Statement or Prospectus, or (b) upon any untrue or alleged
untrue statement of material fact contained in any Registration Statement or
any Prospectus, or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
provided, that the Company shall not be liable to such Indemnitee or any person
who participates as an underwriter in the offering or sale of Registrable
Shares or any other person, if any, who controls such underwriter within the
meaning of the Securities Act, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises directly out of or is based directly upon (i) an untrue
statement or alleged untrue statement or omission or alleged omission made in
such Registration Statement or in any such Prospectus in reliance upon and in
conformity with information regarding such Indemnitee or its plan of
distribution or ownership interests which was furnished in writing to the
Company for use in connection with such Registration Statement or the
Prospectus contained therein by such Indemnitee or (ii) any Holder’s failure to
send or give a copy of the final, amended or supplemented Prospectus furnished
to the Holders by the Company at or prior to the time such action is required
by the Securities Act to the person claiming an untrue statement or alleged
untrue statement or omission or alleged omission if such statement or omission
was corrected in such final amended or supplemented Prospectus and such final
amended or supplemented Prospectus was received by such Holder prior to the
time delivery is required by the Securities Act.



     7. Covenants of Holders. Each of the Holders hereby agrees (a) to
cooperate with the Company and to furnish to the Company all such information
concerning its plan of distribution and ownership interests with respect to its
Registrable Shares in connection with the preparation of a Registration
Statement with respect to such Holder’s Registrable Shares and any filings with
any state securities commissions as the Company may reasonably request, (b) to
deliver or cause delivery of the Prospectus contained in such Registration
Statement (other than an Issuance Registration Statement) to any purchaser of
the shares covered by such Registration Statement from such Holder and (c) to
indemnify the Company, its officers, directors, employees, agents,
representatives and Affiliates, and each person, if any, who controls the



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Company within the meaning of the Securities Act, and each other person or
entity, if any, subject to liability because of his, her or its connection with
the Company, to the same extent as the indemnity contained in Section 6 against
any and all losses, claims, damages, actions, liabilities, costs and expenses
arising out of or based upon (i) any untrue statement or alleged untrue
statement of material fact contained in any Registration Statement or
Prospectus, or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, if
and solely to the extent that such statement or omission occurs directly from
reliance upon and in conformity with written information regarding such Holder,
his, her or its plan of distribution or his, her or its ownership interests,
which was furnished to the Company in writing by such Holder for use therein
unless such statement or omission was corrected in writing to the Company prior
to the date one day prior to the date of the final Prospectus (as supplemented
or amended, as the case may be) or (ii) the failure by such Holder to deliver
or cause to be delivered the Prospectus contained in such Registration
Statement (as amended or supplemented, if applicable) furnished by the Company
to the Holder to any purchaser of the shares covered by such Registration
Statement from the Holder through no fault of the Company.



     8. Indemnification Procedures.



     Any person entitled to indemnification under this Agreement shall notify
promptly the indemnifying party in writing of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
hereunder, but the failure of any indemnified party to provide such notice
shall not relieve the indemnifying party of its obligations hereunder, except
to the extent the indemnifying party is materially prejudiced thereby and shall
not relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than hereunder. In case any action or proceeding
is brought against an indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, unless in the reasonable opinion of outside counsel to
the indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, to assume the defense
thereof (alone or jointly with any other indemnifying party similarly
notified), to the extent that it chooses, with counsel reasonably satisfactory
to such indemnified party, and after notice from the indemnifying party to such
indemnified party that it so chooses, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof;
provided, however, that (a) if the indemnifying party fails to take reasonable
steps necessary to defend diligently the action or proceeding within twenty
(20) business days after receiving notice from such indemnified party that the
indemnified party believes it has failed to do so; or (b) if such indemnified
party who is a defendant in any action or proceeding which is also brought
against the indemnifying party shall have reasonably concluded, based on the
advice of counsel, that there may be one or more legal defenses available to
such indemnified party which are not available to the indemnifying party; or
(c) if representation of both parties by the same counsel is otherwise
inappropriate under applicable standards of professional conduct, then, in any
such case, the indemnified party shall have the right to assume or continue its
own defense as set forth above (but with no more than one firm of counsel for
all indemnified parties in each jurisdiction, unless representation of more
than one of the parties by the same counsel is otherwise inappropriate under
applicable standards of professional conduct) and the indemnifying party shall
be liable for any expenses therefor. No



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indemnifying party shall, without the written consent of the indemnified
party (which shall not be unreasonably withheld), effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or (to the knowledge of the indemnifying party) threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.



     9. Suspension of Registration Requirement; Restriction on Sales.



          (a) The Company shall promptly notify each Holder of, and confirm in
writing, the issuance by the SEC of any stop order suspending the effectiveness
of a Registration Statement with respect to such Holder’s Registrable Shares or
the initiation of any proceedings for that purpose. The Company shall use its
best efforts to obtain the withdrawal of any order suspending the effectiveness
of such a Registration Statement at the earliest possible moment and in any
event within forty-five (45) days from the initial date of such suspension.



          (b) Notwithstanding anything to the contrary set forth in this Agreement,
the Company’s obligation under this Agreement to file, amend or supplement a
Registration Statement, or to cause a Registration Statement, or any filings
with any state securities commission, to become effective shall be suspended,
for one or more periods not to exceed the period described in Section 10 below,
in the event of pending negotiations relating to, or consummation of, a
transaction or the occurrence of an event that (i) would require additional
disclosure of material information by the Company in the Registration Statement
or such filing, as to which the Company has a bona fide business purpose for
preserving confidentiality, or (ii) render the Company unable to comply with
SEC requirements, or (iii) would otherwise make it impracticable or unadvisable
to cause the Registration Statement or such filings to be filed, amended or
supplemented or to become effective (any such circumstances being hereinafter
referred to as a “Suspension Event”). The Company shall notify the Holders of
the existence of any Suspension Event by promptly delivering to each Holder a
certificate signed by the chief executive officer of the Company stating that a
Suspension Event has occurred and is continuing.



          (c) Subject to the terms of Section 10 below, each Holder agrees that,
following the effectiveness of any Registration Statement relating to
Registrable Shares of such Holder, such Holder will not effect any sales of the
Shares pursuant to such Registration Statement or any filings with any state
Securities Commission at any time after such Holder has received notice from
the Company to suspend sales as a result of the occurrence or existence of any
Suspension Event or so that the Company may correct or update the Registration
Statement or such filing. During such period, the Company will not be
obligated to effect redemptions of Common Units under an Issuance Registration
Statement, if one is then effective. The Holders may recommence effecting
sales of the Shares pursuant to the Registration Statement or such filings, and
all other obligations which are suspended as a result of a Suspension Event
shall no longer be so suspended, following further notice to such effect from
the Company, which notice shall be given by the Company not later than one (1)
business day after the conclusion of any such Suspension Event.



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     10. Limitations on Suspension/Blackout Periods. Notwithstanding anything
herein to the contrary, the Company covenants and agrees that (a) the Company’s
rights to suspend its obligation under this Agreement to file, amend or
supplement a Registration Statement and maintain the effectiveness of any
Registration Statement during the pendency of any Suspension Event, (b) the
Holders’ obligation to suspend public sales of Shares during one or more
Offering Blackout Periods and (c) the Holders’ obligations to suspend sales of
Shares pursuant to a Registration Statement during the pendency of any
Suspension Event, shall not, in the aggregate, cause the Holders to be required
to suspend public sales of Shares or relieve the Company of its obligation to
file, amend or supplement and maintain the effectiveness of a Registration
Statement for longer than sixty (60) days in the aggregate during any twelve
(12) month period.



     11. Contribution. If the indemnification provided for in Section 6 and
Section 7 is unavailable to an indemnified party with respect to any losses,
claims, damages, actions, liabilities, costs or expenses referred to therein or
is insufficient to hold the indemnified party harmless as contemplated therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, actions, liabilities, costs or expenses
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and the indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, actions, liabilities, costs or expenses as well as any
other relevant equitable considerations. The relative fault of the
indemnifying party, on the one hand, and of the indemnified party, on the other
hand, shall be determined by reference to, among other factors, whether the
untrue or alleged untrue statement of a material fact or omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided, however, that in no event shall the obligation of any indemnifying
party to contribute under this Section 11 exceed the amount that such
indemnifying party would have been obligated to pay by way of indemnification
if the indemnification provided for under Section 6 or Section 7 hereof had
been available under the circumstances.



     The Company and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 11 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding
paragraph.



     Notwithstanding the provisions of this Section 11, no Holder shall be
required to contribute any amount in excess of the amount by which the net
proceeds from the sale of Registrable Shares under the applicable Registration
Statement in the transaction resulting in such rights of contribution exceeds
the amount of any damages that such Holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission. No
indemnified party guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
indemnifying party who was not guilty of such fraudulent misrepresentation.



     12. Amendments and Waivers. The provisions of this Agreement may not be
amended, modified, or supplemented or waived without the prior written consent
of the



11









 







Company and Holders holding in excess of two-thirds of the aggregate of
the outstanding Registrable Shares and Units that are convertible into
Registrable Shares (which, for the purpose of this Section 12, are to be
counted as if all such Units were converted into shares of Common Stock).



     13. Notices. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and
shall be deemed to have been duly given when and if delivered personally or
sent by telex or telecopier (with respect to notice by telex or telecopier, on
a business day between the hours of 8:00 a.m. and 7:00 p.m., Central time),
five business days after being sent if mailed by registered or certified mail
(return receipt requested), postage prepaid, or upon receipt if sent by courier
or overnight delivery service to the respective parties at the following
addresses (or at such other address for any party as shall be specified by like
notice, provided that notices of a change of address shall be effective only
upon receipt thereof), and further provided that in case of directions to amend
the Registration Statement pursuant to Section 2(f) or Section 7, the Holder
must confirm such notice in writing by overnight express delivery with
confirmation of receipt:




	 	 	 	If to the Company:

Camden Property Trust

3 Greenway Plaza, Suite 1300

Houston, TX 77046

Attention: Richard J. Campo

Facsimile: (713) 572-4440
	 
	 	 	 	with a copy to:
	 
	 	 	 	Locke Liddell & Sapp LLP

2200 Ross Avenue, Suite 2200

Dallas, TX 75201

Attention: Bryan L. Goolsby

Facsimile: (214) 740-8800
	 
	 	 	 	If to the Holders:





          At their respective address set forth on Exhibit A.



     14. Successors and Assigns. This Agreement and the rights granted
hereunder may not, without the prior written consent of the Company, be
assigned by any Holder except in connection with a transfer of Units in
accordance with the provisions of the partnership agreement of the Partnership.
This Agreement shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. If any successor
or permitted assignee of any Holder shall acquire Units or Registrable Shares,
in any manner, whether by operation of law or otherwise, (a) such successor or
permitted assignee shall be entitled to all of the benefits of a “Holder” under
this Agreement and (b) such Registrable Shares shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable Shares
such Person



12









 







shall be conclusively deemed to have agreed to be bound by all of the
terms and provisions hereof.



     15. 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.



     16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed wholly within said State.



     17. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.



     18. Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be the complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to such subject matter. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.



[The Remainder of This Page Has Been Intentionally Left Blank.]




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



	 	 	 
	 

	 	CAMDEN PROPERTY TRUST
	 
	 	 
	

	 	a Texas real estate investment trust
	 
	 	 
	

	 	By:
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	[HOLDERS],
	 
	 	 
	

	 	

	 
	 	 
	

	 	By:
	

	 	

	

	 	Name:
	

	 	Time:
	 
	 	 
	

	 	

	 
	 	 
	

	 	By:
	

	 	

	

	 	Name:
	

	 	Title:







 









 






Exhibit A




Holders




	 	 	 
	Name and Address
	 	Number of Units