Second Amended And
Restated Employment Agreement 



        The
Second Amended and Restated Employment Agreement (the “Agreement”), dated as of
July 11, 2003 (the “Commencement Date”), by and between Camden Property Trust, a
Texas real estate investment trust (the “Company”), and D. Keith Oden (the
“Executive”). 



        WHEREAS,
the Executive and the Company deem it in their respective best interests to enter into an
agreement for the Executive as the President and Chief Operating Officer of
the Company on the terms and subject to the conditions set forth herein; and 



        WHEREAS
this Agreement shall supersede and replace all prior employment agreements between the
Company and the Executive, including, but not limited to the Employment Agreement dated
July 22, 1996 (the “1996 Agreement”) and the Amended and Restated Employment
Agreement dated August 7, 1998 (the “1998 Agreement” and, together with the 1996
Agreement, the “Prior Agreements”). 



        NOW
THEREFORE, in consideration of the mutual covenants and conditions contained herein, the
parties agree as follows: 



     
        1.       
          Definitions. For purposes of this Agreement, the following terms shall have the
          following definitions: 



     
                  
                (a)       
          “Business” shall mean the ownership, development, construction or
          management of multifamily apartment communities. 



     
                  
                (b)       
          “Cause” shall mean any one or more of the following: 







	 	
                  
                  
          (i)       
the continued and intentional failure by the Executive to substantially perform his duties with the Company, other than any
such failure resulting from the Executive's Disability;  provided,  however, that no termination of the Executive's employment
shall be for Cause as set forth in this clause (i) until (x) there shall have been  delivered to the Executive  written notice
setting forth that the Executive  committed the conduct set forth in this clause (i) and  specifying the  particulars  thereof
in reasonable  detail and (y) the  Executive  shall have been  provided an  opportunity  to present his position to the Board,
either in writing or person;
	 
	 	
                  
                  
          (ii)       
        a breach by the Executive of his fiduciary duties under Texas law as an officer of the Company, or a material breach by the
        Executive of any rule, regulation, policy or procedure of the Company;
	 
	 	
                  
                  
          (iii)       
        the Executive's excessive absenteeism not related to illness;
	 
	 	
                  
                  
          (iv)       
        the Executive's conviction of or plea of nolo contendere to a felony or
        conviction of any other crime that incarcerates the Executive for a period
        of one year or longer; or
	 
	 	
                  
                  
          (v)       
        the Executive's commission of a fraudulent act, embezzlement, theft or felony,
        in any case, whether or not involving the Company or the  Executive's
        performance of his duties under this  Agreement,  that, in the  reasonable
        opinion of the Board, renders the Executive's continued employment harmful
        to the Company.







	

  






                Notwithstanding the foregoing,
        no failure to perform by the Executive after a Notice of Termination is
        given by the Executive shall constitute Cause for purposes of this Agreement. 



     
                  
                (c)       
        “Change of Control” shall mean any one or more of the following: 







	 	
                  
                  
          (i)       at any time during
        any 12-month period, the Trust Managers of the Company in office at the beginning
        of such period shall have  ceased to  constitute  a majority of the Board  without
        the  approval  of the  nomination  of such Trust  Managers by a majority of the
        Board consisting of Trust Managers who were serving at the beginning of such period;
	 
	 	
                  
                  
          (ii)       any person (as
        defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
        (other than the Company, any of its subsidiaries  or any trustee,  fiduciary
        or other person holding  securities  under any employee  share ownership plan
        or any other employee benefit plan of the Company or any of its  subsidiaries),
        together with its affiliates and associates (as such terms are defined in Rule
        12b-2 under the Exchange  Act) shall have become the  beneficial  owner (as
        defined in Rule 13d-3 of the Exchange Act) of securities representing
        25% or more of the combined voting power of the Voting Shares;
	 
	 	
                  
                  
          (iii)       
        the Company shall have filed a schedule, report or proxy statement with
        the Securities and Exchange Commission pursuant to the Exchange Act disclosing
        that a change in control of the Company has occurred or will occur in the future
        pursuant to any then-existing contract or transaction;
	 
	 	
                  
                  
          (iv)       a merger or consolidation
        of the Company shall have been consummated, other than (x) a merger or consolidation
        that would result in the Voting Shares  outstanding  immediately prior thereto
        continuing to represent (either by remaining  outstanding or by being  converted
        into voting  securities  of the surviving  entity) at least 50% of the  combined
        voting power of the voting  securities of the surviving entity or (y) a merger or
        consolidation  effected to implement a  recapitalization  of the Company (or
        similar transaction) in which no person acquires more than 50% of the Voting Shares;
	 
	 	
                  
                  
          (v)       any person, other than a
        subsidiary of the Company, shall have acquired more than 50% of the combined assets
        of the Company and its subsidiaries; or
	 
	 	
                  
                  
          (vi)       
        the shareholders of the Company shall have approved the complete liquidation
        or dissolution of the Company.





	



     
                  
                (d)       
          “Confidential Information” shall mean all confidential information of
          the Company and/or its subsidiaries, excluding any information that is available
          in the public domain and including, by way of illustration, whether or not
          labeled or otherwise identified as “confidential,” the Company’s: 


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          (i)       
"know-how," methods of business and operations;
	 
	 	
                  
                  
          (ii)       
        property lists, prospective properties lists, and details of agreement with sellers;
	 
	 	
                  
                  
          (iii)       
        acquisition, expansion, marketing, financial and other business strategies, information and plans;
	 
	 	
                  
                  
          (iv)       
        research and development and data related thereto;
	 
	 	
                  
                  
          (v)       
        compilations of data;
	 
	 	
                  
                  
          (vi)       
        computer programs and/or records;
	 
	 	
                  
                  
          (vii)       
        sources of supply;
	 
	 	
                  
                  
          (viii)       
        confidential information developed by consultants and contractors;
	 
	 	
                  
                  
          (ix)       
        purchasing, operating, and other costs data;
	 
	 	
                  
                  
          (x)       
        employee information; and
	 
	 	
                  
                  
          (xi)       
        manuals, memoranda, projections, minutes, plans, drawings, designs, formula books and specifications.




	



     
                  
                (e)       
        “Disability” shall mean the physical or mental incapacity of the
        Executive that, even with reasonable accommodation, has prevented the execution
        of the duties of his office, as outlined in Section 2, for three consecutive
        months or for more than 180 business days in the aggregate in any 18-month
        period and that, in either case, in the determination of the Board after
        consultation with a medical doctor licensed to practice in the State of Texas
        appointed by the Board and the Executive, may be expected to prevent the
        Executive for any period of time thereafter from devoting substantial time and
        energies to the duties of his office, as outlined in Section 2. The Executive
        agrees to submit to reasonable requests for medical examinations to determine
        whether a Disability exists. 



     
                  
                (f)       
          “Employee Benefits” shall mean the perquisites, benefits and service
          credit for benefits as provided under any and all employee retirement income and
          welfare benefit policies, plans, programs or arrangements in which the Executive
          is entitled to participate, including, without limitation, any share option,
          share purchase, share appreciation, dividend equivalent rights, savings,
          pension, supplemental executive retirement or other retirement income or welfare
          benefit, deferred compensation, incentive compensation, group or other life,
          health, medical/hospital or other insurance (whether funded by actual insurance
          or self-insured by the Company), disability, salary continuation, expense
          reimbursement, and other employee benefit policies, plans, programs or
          arrangements that may now exist or any equivalent successor policies, plans,
          programs or arrangements that may be adopted hereafter by the Company, providing
          perquisites, benefits and service credit for benefits at least as great in the
          aggregate as are payable thereunder prior to a Termination Date or Change of
          Control Date, as the case may be. 




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                (g)       
          “Exchange Act” shall mean the Securities Exchange Act of 1934, as
          amended. 



     
                  
                (h)       
          “Good Reason” shall mean any one or more of the following: 








		
	 	
                  
                  
          (i)       
        a reduction by the Company without the Executive's consent in the Executive's position, duties,
        responsibilities or status with the Company that represents a substantial  adverse change from
        his position,  duties,  responsibilities  or status,  or a removal of the Executive  from or
        any failure to reelect the  Executive to any of the positions  referred to in Section 2, but
        specifically  excluding any action in connection  with the termination of the  Executive's
        employment for death,  Disability, Cause or as a result of a Change of Control or by the
        Executive for normal retirement;
	 
	 	
                  
                  
          (ii)       
        a reduction by the Company without the Executive's consent of the Base Salary;
	 
	 	
                  
                  
          (iii)       
        a relocation of the Executive by the Company without the Executive's consent to a location
        more than 50 miles from the Houston metropolitan area, other than for travel reasonably
        required in the performance of the Executive's responsibilities;
	 
	 	
                  
                  
          (iv)       
        any material breach by the Company of any provision of this Agreement or any other
        agreement between the Company or any of its  subsidiaries  and the Executive  that,
        in any case, is not cured within 30 days of written  notice to the Company of such
        breach;
	 
	 	
                  
                  
          (v)       
        the insolvency of or the filing (by any party, including the Company but excluding
        the Executive) of a petition for bankruptcy of the Company, which petition is not
        dismissed within 60 days; or
	 
	 	
                  
                  
          (vi)       
        the failure by the Company to obtain the assumption of this Agreement by any
        successor or assign of the Company.




	



     
                  
                (i)       
          “Gross Income” shall mean, collectively, the Base Salary, the Annual
          Incentive Compensation, the Long-Term Incentive Compensation and any other
          compensation and benefits received by the Executive from the Company, including,
          but not limited to, annual bonus amounts, deferred compensation amounts and the
          value, determined by the Board in good faith, of share options, restricted share
          grants, dividend equivalent rights and similar awards granted to the Executive
          (assuming for purposes of such calculation that all grants have vested), but
          excluding untaxed fringe benefits. For purposes of making the calculation of
          share options, restricted share grants, dividend equivalent rights and similar




 4 




     
          awards, the Board shall make such calculation and shall use the Black-Scholes
          pricing model for its calculation; provided, however, that if the Black-Scholes
          pricing model cannot be used to value the types of benefits being valued, the
          Board shall use any other reasonable method of calculation based upon the
          recommendation of the Company’s independent compensation consultant (or if
          there is none, an independent compensation consultant retained by the Board for
          such purpose). 



     
                  
                (j)       
          “Severance Period” shall mean the period of time commencing on the
          Change of Control Date or the Termination Date, as the case may be, and ending
          on the first anniversary thereof. 



     
                  
                (k)       
          “Termination Date” shall mean (i) in the case of the Executive’s
          death, his date of death, (ii) in the case of a termination by the Executive for
          Good Reason, the last day of his employment, and (iii) in all other cases, the
          date specified in the Notice of Termination (as defined below) or, if no Notice
          of Termination is sent, the last day of his employment; provided, however, that
          if the Executive’s employment is terminated by the Company due to
          Disability, the date specified in the Notice of Termination shall by the 30th
          day after receipt of the Notice of Termination by the Executive, provided that
          the Executive shall not have returned to the full-time performance of his duties
          within 30 days after such receipt. 



     
                  
                (l)       
          “Territories” shall mean those metropolitan areas in which the Company
          owns properties or otherwise is engaged in the Business as of, or has specific
          plans to acquire or develop properties during the six months following, the
          Termination Date or Change of Control date, as applicable, and all outlying
          areas located within a 30-mile radius of each such metropolitan area. 



     
                  
                (m)       
          “Voting Shares” shall mean the securities of the Company entitled to
          vote generally in the election of Trust Managers of the Company. 



     
        2.       
          Employment and Duties. 



     
                  
                (a)       
          Employment. Pursuant to the term and subject to the conditions of this
          Agreement, the Company agrees to employ the Executive during the Employment Term
          (as defined below) as President and Chief Operating Officer of the
          Company, and the Executive accepts such employment. 



     
                  
                (b)       
          Duties. During the Employment Term, the Executive will perform the duties
          normally associated with the office set forth in Section 2(a) under the control
          and at the direction of the Board of Trust Managers of the Company (the
          “Board”) and other such duties as may, from time to time, reasonably
          be assigned to him by the Board that are consistent with such position. During
          the Employment Term, the Executive may also be required to perform services for
          one or more affiliates of the Company. During the Employment Term, the Executive
          shall be located in or about Houston, Texas and shall travel to such
          geographical locations as may be appropriate from time to time to carry out the
          duties of the office as outlined in this Section 2. 



     
                  
                (c)       
          Scope of Employment. During the Employment Term, the Executive will devote
          substantially all of his business time, skill, energy and knowledge to the
          business and affairs of the Company, and will faithfully and diligently endeavor
          to the best of his ability to further the best interests of the Company.
          Notwithstanding the foregoing, during the Employment Term, the Executive may
          serve on civic or charitable boards and may serve as an officer, director,
          shareholder, or limited partner in any business venture so long as such
          activities do not materially interfere with the performance of the
          Executive’s duties under this Agreement and do not compete with the
          Business. 





 5 





     
        3.       
          Employment Term. The term of employment shall begin on the Commencement Date.
          Unless earlier terminated pursuant to Section 4, this Agreement will expire on
          July 22, 2003 (the “Expiration Date”); provided, however, that on each
          anniversary of the Expiration Date, the Expiration Date shall automatically be
          extended by one additional year so that as a result of such extension the then
          remaining term of employment will be one year. The Commencement Date through and
          including the Expiration Date (as so extended) is hereinafter referred to as the
          “Employment Term.” 




        4.       
        Termination.



     
                  
                (a)       
          Board Resignations. Upon any termination hereunder, the Employment Term shall
          expire and the Executive shall promptly submit his resignation from the Board of
          Trust Managers of the Company and all Boards of Directors of subsidiaries of the
          Company upon which the Executive is then serving. 



     
                  
                (b)       
          Death. The Executive’s employment will terminate automatically upon the
          Executive’s death. 



     
                  
                (c)       
          Disability. Upon the good faith determination by the Company that the Disability
          of the Executive has occurred, the Company may terminate the Executive’s
          employment under this Agreement by notice pursuant to Section 4(f). During the
          period of incapacitation, the salary otherwise payable to the Executive may, at
          the absolute discretion of the Board, be reduced by the amount of any disability
          benefits or payments received by the Executive, excluding health insurance
          benefits or other reimbursement of medical expenses for the Executive. 



     
                  
                (d)       
          By the Company. The Company may terminate the Executive’s employment under
          this Agreement for Cause, or without Cause, by notice pursuant to
          Section 4(f), subject to the severance obligations set forth in Section 8. 



     
                  
                (e)       
          By the Executive. The Executive may terminate his employment under this
          Agreement for Good Reason, or without Good Reason, by notice pursuant to Section
          4(f). 



     
                  
                (f)       
          Notice of Termination. Any termination of the Executive’s employment by the
          Company or by the Executive (other than a termination upon the Executive’s
          death, which does not require notice) must be communicated by written notice
          (the “Notice of Termination”) to the other party given in accordance
          with the notice provisions of this Agreement. The Notice of Termination must (i)
          indicate the specific termination provision of this Agreement relied upon, (ii)
          set forth in reasonable detail the facts and circumstances claimed to provide a
          basis for termination of the Executive’s employment under the provisions so
          indicated and (iii) if the Termination Date is other than the date of receipt of
          such Notice of Termination, specify the Termination Date (which date shall be
          not more than 30 days after the date of giving of such Notice of Termination).
          The failure by the Company or the Executive to set forth in the Notice of
          Termination any fact or circumstance that contributes to a showing of the basis
          for termination will not waive any right of such party hereunder or preclude
          such party from asserting such fact or circumstance in enforcing his or its
          rights hereunder. 




 6 





     
        5.       
          Compensation. During the Employment Term, for all services rendered by the
          Executive to the Company, the Company shall pay to the Executive: 



     
                  
                (a)       
          Base Salary. For services rendered, the Company shall pay the Executive a salary
          of $422,000 per calendar year (such annual salary, as adjusted from time to time
          pursuant to this Section 5(a), the “Base Salary”), payable in arrears
          bi-weekly as the Board may elect from time to time during the Employment Term.
          The Board shall conduct an annual review of the Executive’s Base Salary.
          The Executive shall be entitled to receive increases in the Base Salary, if any,
          that may be determined by the Board or an authorized committee thereof in its
          sole discretion. Any increases to the Base Salary shall be effective January 1
          for each calendar year of the Employment Term. In no event shall the
          Executive’s Base Salary be reduced without the Executive’s consent,
          except as provided in Section 4(c). 



     
                  
                (b)       
          Annual Incentive Compensation. In further consideration of the Executive’s
          service, the Executive shall be eligible to receive annual incentive
          compensation awards (“Annual Incentive Compensation”) as determined by
          the Board or an authorized committee thereof in its sole discretion. 



     
                  
                (c)       
          Long-Term Incentive Compensation. In further consideration of the
          Executive’s service, the Executive shall be eligible to receive long-term
          incentive compensation awards (“Long-Term Incentive Compensation”) as
          determined by the Board or an authorized committee thereof in its sole
          discretion. 



     
                  
                (d)       
          Taxes. All compensation paid to the Executive shall be subject to applicable
          employment, payroll and withholding taxes, including taxes resulting from a
          determination that any portion of any benefits supplied to the Executive may be
          reimbursing personal as well as business expenses. 




        6.       
        Employee Benefits.



     
                  
                (a)       
          Benefits. The Executive shall receive group health/dental insurance, life
          insurance, disability insurance and other similar benefits available to the
          Company’s employees. Benefits may be changed, modified or revoked at the
          sole discretion of the Company. The Executive shall not be deemed to have a
          vested interest in any of the Company’s plans or programs. The Executive
          may receive benefits not generally provided to Company employees from time to
          time at the sole discretion of the Board or an authorized committee thereof. 





 7 





     
                  
                (b)       
          Vacation. The Executive is entitled to receive 20 business days paid vacation
          annually for each calendar year of the Employment Term. Such vacation shall be
          taken at such times that are consistent with the reasonable business needs of
          the Company. All vacation shall be subject to the policies and procedures of the
          Company. 



     
                  
                (c)       
          Fringe Benefits. The Executive shall receive fringe benefits as such benefits
          may exist from time to time at the sole discretion of the Board or any committee
          thereof. 



     
        7.       
          Business Expenses. The Executive is authorized to incur reasonable, ordinary and
          necessary business expenses in the performance of the duties outlined above
          during the Employment Term in accordance with policies established by the
          Company. The Executive shall account to the Company for all such expenses. The
          Company shall reimburse the Executive or pay the expenses in accordance with the
          policies established by the Company. 



     
        8.       
          Compensation Upon Termination or Change of Control. In all events, the Company
          will pay to the Executive all Base Salary and benefits accrued to the Executive
          through and including the Termination Date. Additionally, the Executive shall be
          entitled to receive the “threshold” bonus (as set forth in the most
          recent compensation study obtained by the Board of Trust Managers of the Company
          or the compensation committee thereof) for the contract year during which the
          termination occurs, prorated through and including the date of termination. 



     
                  
                (a)       
          Termination Without Cause, For Good Reason or Upon a Change of Control. Upon (i)
          the occurrence the first event constituting a Change of Control (the
          “Change of Control Date”) or (ii) if the Executive’s employment
          is terminated (x) by the Company without Cause, (y) by reason of death or
          Disability or (z) by the Executive for Good Reason (any event specified in the
          foregoing clauses (i) or (ii), a “Severance Event”), the Company shall
          pay or provide to the Executive the following: 







		
	 	
                  
                  
          (i)       
        The Company shall pay to the Executive as severance pay and in lieu of any further
        compensation for periods subsequent to the Termination  Date or the Change of Control
        Date, as the case may be, an amount in cash (the "Severance  Benefit") equal to
        2.99 times the greater of (A) the Gross  Income that would be payable in the taxable
        year in which the Change of Control Date or the  Termination  Date,  as the case
        may be, occurs or (B) the average Gross Income that was earned by the Executive in
        the three most recent  taxable  years that ended before the Change of Control  Date
        or  Termination  Date,  as the case may be (in each case determined without regard
        of any reduction thereof constituting Good Reason).
	 
	 	
                  
                  
          (ii)       
        During the Severance Period, the Company will provide or arrange to provide the
        Executive with Employee Benefits that are welfare  benefits  (but not share
        options,  share  purchase,  share  appreciation,  dividend  equivalent  rights
        or  similar compensatory  benefits)  substantially  similar to those that the
        Executive  was receiving or entitled to receive  immediately prior to the Change
        of Control Date or the  Termination  Date,  as the case may be. The  Severance
        Period will be  considered service with the Company for the purpose of determining
        service  credits and benefits due and payable to the Executive  under the Company's
        retirement income,  supplemental executive retirement,  and other benefit plans
        applicable to the Executive, the Executive's  dependents or the Executive's
        beneficiaries  immediately  prior to the Change of Control Date or the Termination
        Date,  as the case may be. If and to the extent that any benefit  described in the
        immediately  preceding  sentence is not or cannot be paid or provided under any
        policy,  plan,  program or  arrangement of the Company,  then the Company will itself
        pay or provide for the payment of such Employee  Benefits to the Executive,  and,
        if applicable,  the  Executive's  dependents and beneficiaries.  Employee Benefits
        otherwise  receivable by the Executive pursuant to this Section 8(a)(ii) will be
        reduced to the extent  comparable  welfare  benefits are actually  received by the
        Executive from another  employer  during the Severance Period.
	 
	8
	

	 
	 	
                  
                  
          (iii)       
        Vesting of benefits shall be treated as described in Section 8(e)(i).




	



     
                  
                (b)       
          Termination By Reason of Death. If the Employment Term is terminated by reason
          of Death, the Company shall pay to the Executive’s estate as severance pay
          and in lieu of any further compensation for periods subsequent to the
          Termination Date an amount in cash equal to the Severance Benefit. Vesting of
          benefits shall be treated as described in Section 8(e)(i). 



     
                  
                (c)       
          Termination By Reason of Disability. If the Employment Term is terminated by
          reason of Disability, the Company shall pay to the Executive as severance pay
          and in lieu of any further compensation for periods subsequent to the
          Termination Date an amount in cash equal to the Severance Benefit. Vesting of
          benefits shall be treated as described in Section 8(e)(i). The Executive
          shall continue to receive, so long as the Disability continues, all benefits
          provided under any long-term disability program(s) of the Company in effect at
          the time of such termination, subject to the terms and conditions of any such
          program(s), as may be amended, changed, modified or terminated for all employees
          of the Company. 



     
                  
                (d)       
          Payment of the Severance Benefit. The Company shall pay the Severance Benefit to
          the Executive in a single lump sum in immediately available funds, in United
          States Dollars, within five business days after the Change of Control Date or
          the Termination Date, as applicable. 



     
                  
                (e)       
          Treatment of Award Grants. 








	 	
                  
                  
          (i)       
        Vesting of Benefits. Notwithstanding any other provision of this Agreement,
        the Company's employee benefit plans, any agreement entered into under such
        plans, or any retirement,  pension, profit sharing or other similar plan
        (collectively, the "Plans"), upon the occurrence of a Severance  Event,
        all deferred or unvested  portions of any award made to the Executive under
        any of the Plans shall  automatically  become fully vested as of the
        Termination  Date or the Change of Control Date, as the case may be,
        and shall be in effect  and  redeemable  by or  payable  to the  Executive,
        or the  Executive's  designated beneficiary  or estate,  on the same
        conditions  (other than  vesting)  as would have  applied  had the
        Severance  Event not occurred.
	 
	9
	

	 
	 	
                  
                  
          (ii)       
        Clarification Regarding Treatment of Award Grants. The Plans may contain
        language regarding the effects of certain changes of control of the
        Company or certain  terminations  of the  Executive's  employment.
        Notwithstanding  such  language  in the Plans,  for so long as this
        Agreement is in effect,  the Company will be obligated,  if the terms of
        this  Agreement are more favorable in this regard than the terms of the
        Plans,  to take the actions  required under Section  8(e)(i) upon the
        happening of the  circumstances  described  therein.  Notwithstanding
        the definition of "Change of Control,"  "Cause" or any other term relating
        to the  vesting  or  exercise  of  awards  made  under any Plan that may
        appear in such  Plan,  for so long as this Agreement is in effect,  the
        definitions and other  provisions set forth in this Agreement  relating
        thereto shall control and be binding on the Company and its affiliates.




	




                  
                (f)       
        Additional Payments.







	 	
                  
                  
          (i)       
        Notwithstanding anything in this Agreement to the contrary, in the event
        it is determined (as hereafter provided) that any payment or  distribution
        by the Company to or for the benefit of the  Executive,  whether paid or
        payable or  distributed  or distributable  pursuant to the terms of this
        Agreement or otherwise  pursuant to or by reason of any other agreement,
        policy, Plan, program or arrangement,  including without limitation any
        share option,  share appreciation  right,  dividend equivalent right,
        restricted  shares of similar right, the lapse or termination of any
        restriction on or the vesting or  exerciseability of any of the  foregoing
        (any such  payment or  distribution,  a  "Payment"),  would be subject to
        the excise tax  imposed by Section 4999 of the Internal  Revenue Code of
        1986, as amended (the "Code") (or any successor  provision  thereto),
        by reason of being  considered  an "excess  parachute  payment,"  within
        the  meaning  of  Section  280G of the Code (or any  successor provision
        thereto) or to any similar tax imposed by state or local law, or any
        interest or  penalties  with  respect to such tax (such tax or taxes,
        together  with any such  interest and  penalties,  being  hereafter
        collectively  referred to as the "Excise  Tax"),  then the  Executive
        will be  entitled  to  receive  an  additional  payment  or  payments
        from the  Company (collectively,  a "Gross-Up  Payment");  provided,
        however,  that no Gross-up Payment will be made with respect to the Excise
        Tax, if any,  attributable  to (A) any incentive  stock option ("ISO")
        granted prior to the execution of the 1998 Agreement or (B) any share
        appreciation or similar right,  whether or not limited,  granted in tandem
        with any ISO described in clause (A) of this  sentence.  The  Gross-Up
        Payment  will be in an amount  such  that,  after  payment  by the Executive
        of all taxes (including any interest or penalties  imposed with respect to
        such taxes),  including any Excise Tax imposed upon the Gross-Up Payment,
        the Executive will have received an amount of the Gross-Up Payment equal
        to the Excise Tax imposed upon the Payment.
	 
	10
	

	 
	 	
                  
                  
          (ii)       
        Subject to the provisions of Section 8(f)(vi), all determinations required
        to be made under this Section 8(f), including whether an Excise  Tax is
        payable by the  Executive  and the  amount of such  Excise  Tax and
        whether a Gross-Up  Payment is required  to be paid by the  Company to the
        Executive  and the amount of such  Gross-Up  Payment,  if any,  will be
        made by a nationally  recognized  accounting firm (the "Accounting  Firm")
        selected by the Executive in the Executive's sole discretion The Executive
        will direct the Accounting Firm to submit its  determination  and detailed
        supporting  calculations to both the Company and the Executive  within 30
        calendar days after the  Executive's  termination  date, and any such other
        time or times as may be requested by the Company of the  Executive.  If the
        Accounting  Firm  determines  that any Excise Tax is payable by
        the Executive,  the Company will pay the required  Gross-Up  Payment to the
        Executive  within five business days after receipt of such  determination
        and calculations  with respect to any Payment to the Executive.  If the
        Accounting Firm determines that no Excise Tax is payable by the Executive,
        it will, at the same time as it makes such determination,  furnish the
        Company and the  Executive  an opinion  that the  Executive  has  substantial
        authority  not to report any Excise Tax on the  Executive's federal,
        state or local income or other tax return.  As a result of the  uncertainty
        in the  application  of Section 4999 of the Code (or any successor provision
        thereto) and the possibility of similar uncertainty  regarding  applicable
        state or local tax law at the time of any  determination by the Accounting
        Firm hereunder,  it is possible that Gross-Up  Payments which will not have
        been made by the Company should have been made (an "Underpayment"),
        consistent with the calculations  required to be made hereunder.  In the
        event that the Company exhausts or fails to pursue its remedies pursuant
        to  Section 8(f)(vi)  and the Executive  thereafter  is required to make
        a payment of any Excise  Tax,  the  Executive  will direct the  Accounting
        Firm to determine  the  amount of the  Underpayment  that has  occurred
        and to  submit  its  determination  and  detailed  supporting calculations
        to both the Company and the Executive as promptly as possible.  Any such
        Underpayment  will be promptly paid by the Company to, or for the  benefit
        of, the  Executive  within five  business  days after  receipt of such
        determination  and calculations.
	 
	 	
                  
                  
          (iii)       
        The Company and the Executive will each provide the Accounting Firm access
        to and copies of any books, records and documents in the  possession of
        the Company or the  Executive,  as the case may be,  reasonably  requested
        by the  Accounting  Firm, and otherwise  cooperate with the Accounting
        Firm in connection with the preparation of and issuance of the determinations
        and calculations  contemplated  by Section  8(f)(ii).  Any  determination
        by the Accounting Firm as to the amount of the Gross-Up Payment will be
        binding upon the Company and the Executive.
	 
	 	
                  
                  
          (iv)       
        The federal, state and local income or other tax returns filed by the
        Executive will by prepared and filed on a consistent basis with the
        determination  of the Accounting  Firm with respect to the Excise Tax
        payable by the Executive.  The Executive will make proper payment of the
        amount of any Excise  Payment and, at the request of the Company,  provide
        to the Company true and correct copies (with any  amendments) of the
        Executive's  federal tax return as filed with the Internal Revenue Service
        and corresponding  state and local tax returns,  if relevant,  as filed
        with the applicable  taxing authority,  and such other documents  reasonably
        requested by the Company,  evidencing such payment.  If prior to the filing
        of the Executive's  federal income tax return,  or corresponding  state or
        local tax return,  if relevant,  the Accounting Firm determines that the
        amount of the Gross-Up  Payment  should be reduced,  the  Executive  will
        within five  business days pay to the Company the amount of such reduction.
	 
	11
	

	 
	 	
                  
                  
          (v)       
        The fees and expenses of the Accounting Firm for its services in
        connection with the determinations and calculations contemplated  herein
        will be borne by the  Company.  If such fees and  expenses  are  initially
        paid by the  Executive,  the Company will  reimburse the  Executive the
        full amount of such fees and expenses  within five business days after
        receipt from the Executive of a statement therefor and reasonable evidence
        of the Executive's payment thereof.
	 
	 	
                  
                  
          (vi)       
        The Executive will notify the Company in writing of any claim by the
        Internal Revenue Service or any other taxing authority that,  if  successful,
        would require the payment by the Company of a Gross-Up  Payment.  Such
        notification  will be given as promptly as  practicable  but no later than
        10 business days after the Executive  actually  receives  notice of such
        claim and the  Executive  will further  apprise the Company of the nature
        of such claim and the date on which such claim is requested to be paid
        (in each case, to the extent known by the  Executive).  The Executive
        will not pay such claim prior to the earlier of (x) the expiration if the
        30-calendar  day period  following the date on which the Executive gives
        such notice to the Company and (y) the date that any  payment of amount
        with  respect to such claim is due. If the Company  notifies  the  Executive
        in writing prior to the expiration of such period that it desires to contest
        such claim, the Executive will:





	 	
(A)




(B)

 




(C)




(D)


        	 	

            provide the Company with any written  records or documents in the  Executive's  possession  relating to such claim  reasonably
            requested by the Company;



            take such action in  connection  with  contesting  such claim as the Company may  reasonably  request in writing  from time to
            time,  including without limitation accepting legal representation with respect to such claim by an
            attorney competent in respect of the subject matter and reasonably selected by the Company;



            cooperate with the Company in good faith in order effectively to contest such claim; and



            permit the Company to participate in any proceedings relating to such claims;








	 	
                  
        provided, however, that the Company  will bear and pay  directly  all
        costs and  expenses (including  interest and penalties)  incurred in
        connection  with such contest and will  indemnify and hold  harmless the
        Executive,  on an after-tax basis,  for and against any Excise Tax or
        income tax,  including  interest and penalties  with respect  thereto,
        imposed as a result of such  representation  and payment of costs and
        expenses.  Without limiting the foregoing  provisions of this Section 8(f),
        the Company  will  control all  proceedings  taken in  connection  with
        the contest of any claim  contemplated  by this Section 8(f)(vi) and, at 
	 
	12
	

	 
	 	
        its sole option, may pursue or forego any and all administrative appeals,
        proceedings,  hearings and conferences  with the taxing  authority  in
        respect of such claim  (provided,  however,  that the  Executive  may
        participate therein at the  Executive's  own cost and expense) and may,
        at its option,  either direct the Executive to pay the tax claimed and
        sue for a refund or contest the claim in any  permissible  manner,  and
        the  Executive  will  prosecute  such contest to a determination before
        any administrative  tribunal,  in a court of initial  jurisdiction,  and
        in one or more appellate courts, as the Company may  determine;  provided,
        however,  that if the Company  directs the Executive to pay the tax claimed
        and sue for a refund,  the Company  will advance  the amount of such payment
        to the  Executive  on an  interest-free  basis and will indemnify and hold
        the  Executive  harmless,  on an after-tax  basis,  from any Excise Tax
        or income or other tax,  including interest or penalties with respect
        thereto, imposed with respect to such advance; provided, further, that
        any extension of the statute of  limitations  relating  to payment of
        taxes for the taxable  year of the  Executive  with  respect to which the
        contested  amount if  claimed  to be due is  limited  solely to such
        contested  amount.  The  Company's  control  of any such contested
        claim will be limited  to issues  with  respect to which a  Gross-Up
        Payment  would be payable  hereunder  and the Executive will be entitled
        to settle or contest,  as the case may be, any other issue raised by the
        Internal Revenue Service or any other taxing authority.
	 
	 	
                  
                  
          (vii)       
        If, after the receipt by the Executive of an amount advanced by the Company
        pursuant to Section 8(f)(vi), the Executive receives any refund with respect
        to such claim,  the Executive will (subject to the Company's  complying with
        the requirements of Section  8(f)(vi)) pay to the Company the amount of such
        refund  (together with any interest paid or credited thereon after taxes
        applicable  thereto)  within 30  calendar  days  after such  receipt  and
        the Company's satisfaction of all accrued obligations under this Agreement.
        If, after the receipt by the Executive of any amount  advanced by the Company
        pursuant to Section  8(f)(vi),  a  determination  is made that the Executive
        will not be entitled to any refund with respect to such claim and the Company
        does not notify the Executive in writing of its intent to contest such
        determination  prior to the expiration of 30 calendar  days after such
        determination,  then such  advance will be forgiven and will not be required
        to be repaid and the amount of any such advance will offset,  to the extent
        thereof,  the amount of Gross-Up Payment required to be paid by the Company
        to the Executive pursuant to this Section 8(f).




	



     
                  
                (g)       
          Nature of Payments. The amounts due under this Section 8 are in the nature of
          severance payments considered to be reasonable by the Company and are not in the
          nature of a penalty. Such amounts are in full satisfaction of all claims that
          the Executive may have in respect of his employment by the Company or its
          affiliates and are provided as the sole and exclusive benefits to be provided to
          the Executive, his estate or his beneficiaries in respect of his termination of
          Employment from the Company. Notwithstanding any other provisions herein, it
          shall be a condition precedent to the Company making any payments pursuant to
          this Section 8 that the Executive has executed and delivered to the Company the
          release contemplated pursuant to Section 12. 



     
                  
                (h)       
          No Mitigation or Set-Off. Executive will not be required to mitigate the amount
          of any payment provided for in this Agreement by seeking other employment. There
          will be no right of set-off or counterclaim in respect of any claim, debt of
          obligation against any payment to or benefit for the Executive provided for in
          this Agreement, except as expressly provided herein. 


     13

     



     
                9.       
        Confidentiality and Non-Competition. 




                  
                (a)       
        Confidentiality.







	 	
                  
                  
          (i)       
        During the Employment Term the Company agrees to provide
        the Executive with access to Confidential Information.
	 
	 	
                  
                  
          (ii)       
        The Executive acknowledges that the Confidential Information
        is valuable and proprietary to the Company or to third parties  that have
        entrusted the Company and/or its subsidiaries with such Confidential  Information
        The Executive agrees,  except as  required for the Executive to fulfill his
        duties  hereunder,  the Executive shall not use,  publish,  disseminate or otherwise
        disclose any Confidential Information, no matter when learned or accessed, without
        the prior written consent of the Company.
	 
	 	
                  
                  
          (iii)       
        All Confidential Information shall be exclusive property of
        the Company and the Executive shall have no rights in or to the  Confidential
        Information  upon any termination of this Agreement or his employment with the
        Company.  Upon the termination of  the  Executive's  employment,  the  Executive
        shall  immediately  deliver  to  the  Company  all  plans,  designs,  drawings,
        specifications,  listings,  manuals,  records,  notebooks and similar  repositories
        of or documents  containing  Confidential  Information,  including  all copies,
        then in the  Executive's  possession  or control,  whether  prepared by the Executive
        or others.  Upon such termination the Executive shall retain no copies of any such documents.
	 
	 	
                  
                  
          (iv)       
        The provisions of this Section 9(a) shall survive the termination
        of this Agreement indefinitely.




	



     
                  
                (b)       
        Restriction on Competitive Employment. 







	 	
                  
                  
          (i)       
        In consideration of the numerous mutual promises contained in this Agreement,
        including, without limitation, those involving the  Confidential  Information,
        compensation,  termination  and  arbitration,  and  in  order  to  protect
        the  Confidential Information and to reduce the likelihood of irreparable
        damage that would occur in the event such  information is provided to or
        used by a competitor of the Company,  during the Employment  Term and,
        for a period of 12 months  following the Termination Date in the case of
        a (x)  termination by the Company for Cause,  (y) a termination  due to
        Disability or (z) a termination by the Executive other than for Good Reason
        (the  "Non-Competition  Period"),  absent the Company's prior written approval,
        the Executive shall not, as an owner, part-owner,  shareholder,  partner,
        director,  trust manager,  trustee,  principal,  agent, employee,  consultant,
        member, contractor or otherwise, within the Territories, directly or indirectly
        engage or participate in  activities  relating to, or render  services to
        or invest in any firm or business  engaged or about to become  engaged in,
        the Business.
	 
	 
	14
	

	 
	 	
                  
                  
          (ii)       
        Notwithstanding the foregoing, the Executive may make passive investments in
        an enterprise engaged in the Business the shares of ownership of which are
        publicly traded if the Executive's  investment  constitutes  less than 2%
        of the total equity of such enterprise.
	 
	 	
                  
                  
          (iii)       
        If, during any period within the Non-Competition Period, the Executive is
        not in compliance with the terms of this Section 9(b),  the Company shall
        be entitled to, among other  remedies,  compliance  by the  Executive  with
        the terms of this Section 9(b)  for an  additional  period  equal  to the
        period  of such  noncompliance.  For  purposes  of this  Agreement,  the term
        "Non-Competition  Period" shall also include this additional  period.  The
        Executive hereby  acknowledges  that the geographic boundaries,  scope of
        prohibited  activities  and the time duration of the  provisions of this
        Section 9(b) are reasonable and are no broader than are necessary to protect
        the legitimate business interests of the Company.
	 
	 	
                  
                  
          (iv)       
        The provisions of this Section 9(b) shall survive the termination of the
        Executive's employment for the duration of the Non-Competition Period.
	 
	 	
                  
                  
          (v)       
        The Company and the Executive agree and stipulate that the agreements and
        covenants not to compete contained in this Section 9(b) are fair and
        reasonable in light of all of the facts and  circumstances  of the
        relationship  between the Executive and the Company;  however,  the
        Executive and the Company are aware that in certain  circumstances  courts
        have refused to enforce certain terms of agreements  not to compete.
        Therefore,  in  furtherance  of, and not in derogation of the provisions
        of this Section 9(b),  the Company and the Executive  agree that in the
        event a court should  decline to enforce any provision of this Section 9(b),
        that this Section 9(b) shall be deemed to be modified or reformed to
        restrict the Executive's  competition  with the Company or its  affiliates
        to the maximum  extent,  as to time,  geography and business  scope,  that
        the court shall find enforceable;  provided,  however,  in no event shall
        the  provisions of this Section 9(b) be deemed to be more  restrictive to
        the Executive than those contained herein.




	


     
                  
                (c)       
          Inducement/Enticement. In order to prevent the Executive from violating the
          provisions of Section 9(b), during the Employment Term and, in the case of (x) a
          termination by the Company for Cause, (y) a termination due to Disability or (z)
          a termination by the Executive other than for Good Reason, during the
          Non-Competition Period, the Executive shall not, directly or indirectly: 







	 	
                  
                  
          (i)       
        induce,  or attempt to induce,  any  employees or agents of, or  consultants
        of or to, the Company or any  subsidiary  of the Company to do anything from
        which the Executive is restricted by reason of Sections 9(a) or (b); or
	 
	 	
                  
                  
          (ii)       
        offer or aid others to offer  employment  to or recruit or solicit  anyone
        who is an employee or agent of, or consultant of or to, the Company or a
        subsidiary of the Company at the time of termination of the  Executive,
        unless such person's  employment was terminated by the Company or any such
        subsidiary.
	 
	15
	

	 




	 	
                  
        In the case of (x) a termination by the Company for Cause, (y) a termination
        due to Disability or (z) a termination by the  Executive  other than for Good
        Reason,  the  provisions  of this Section 9(c) shall  survive the  termination
        of the Executive's employment for the duration of the Non-Competition Period. 




	


     
                  
                (d)       
          Injunctive Relief. The Executive acknowledges that a breach of any of the
          agreements contained in this Section 9 will give rise to irreparable injury to
          the Company, inadequately compensable in damages. Accordingly, the Company shall
          be entitled to injunctive relief to prevent or cure breaches or threatened
          breaches of the provisions of this Section 9 and to enforce specific performance
          of the terms and provisions hereof in any court of competent jurisdiction, in
          addition to any other legal or equitable remedies that may be available. The
          Executive further acknowledges and agrees that in the event of the termination
          of this Agreement, his experience and capabilities are such that he can obtain
          employment in business activities that are of a different or noncompeting nature
          with his activities as an employee of the Company and that the enforcement of a
          remedy hereunder by way of injunction shall not prevent the Executive from
          earning a reasonable livelihood. The Executive further acknowledges and agrees
          that the covenants contained herein are necessary for the protection of the
          Company’s legitimate business interests and are reasonable in scope and
          content. The Executive also acknowledges that the Company would not enter into
          this Agreement or agree to provide him with access to its Confidential
          Information without the Executive’s promises contained in this Section 9. 



     
                10.     
          Remedies for the Company. The termination of this Agreement by the Company for
          Cause shall not be deemed to be a waiver by the Company of any breach by the
          Executive of this Agreement or any other obligation owed the Company, and,
          notwithstanding such a termination, the Executive shall be liable for all
          damages attributable to such a breach. 



     
                11.     
          Remedies for the Executive. 



     
                  
                (a)       
          The termination of this Agreement by the Executive for Good Reason shall not be
          deemed to be a waiver by the Executive of any breach by the Company of this
          Agreement or any other obligation owed the Executive, and, notwithstanding such
          a termination, the Company shall be liable for all damages attributable to such
          a breach. 



     
                  
                (b)       
          In the event that the Executive is terminated for Cause and it is ultimately
          determined that the Company lacked Cause, (i) the termination shall be treated
          as a termination other than for Cause, (ii) the Executive shall have the right
          to seek remedy for a breach of this Agreement by the Company, including, but not
          limited to, any other such damages as may be suffered and/or incurred by the
          Executive, the Executive’s costs incurred during the dispute and reasonable
          attorneys’ fees in connection with such dispute, and (iii) the Executive
          shall receive all Severance Benefits with interest of 8% annually on all
          payments considered past due from the date on which such payment would have been
          made. 



     
                12.     
          Full Satisfaction; Waiver and Release. As a condition to receiving the payments
          and benefits described in Section 8, the Executive shall execute a document in
          form reasonably acceptable to the Executive and the Company, releasing and


     16

     


     
          waiving any and all claims, causes of actions and the like against the Company
          and its successors, subsidiaries, affiliates, shareholders, officers, trust
          managers, agents and employees, regarding all matters relating to the
          Executive’s service as an employee of the Company, its subsidiaries or any
          of their affiliates and the termination of such relationship. Such claims
          include, without limitation, any claims arising under Age Discrimination in
          Employment Act of 1967, as amended (the “ADEA”); Title VII of the
          Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended;
          the Equal Pay Act of 1962; the American Disabilities Act of 1990; the Family
          Medical Leave Act, as amended; the Employee Retirement Income Security Act of
          1974, as amended; or any other federal, state or local statute or ordinance, but
          exclude any claims that arise out of an asserted breach of the terms of this
          Agreement and any benefits payable to the Executive under the Company’s
          benefit plans, practices and programs in which he participates. 



     
        13.     
          No Waiver. No waiver or non-action by either party with respect to any breach by
          the other party of any provision of this Agreement, nor the waiver or non-action
          with respect to the provisions of any similar agreement with other employees or
          the breach thereof, shall be deemed or construed to be a waiver of any
          succeeding breach of such provision, or as a waiver of the provision itself. 



     
        14.     
          Invalid Provisions. Should any portion of this Agreement be adjusted or held
          invalid, unenforceable or void, such holding shall not have the effect of
          invalidating or voiding the remainder of this Agreement and the parties hereby
          agree that the portion so held invalid, unenforceable, or void shall, if
          possible, be deemed amended or reduced in scope, or otherwise be stricken from
          this Agreement to the extent required for the purposes of validity and
          enforcement thereof. 



     
        15.     
          Successor and Assigns. Neither the Executive nor the Company may assign its
          rights, duties, or obligations hereunder without consent of the other. 



     
        16.     
          Survival. The provisions of Sections 9 and 22 of this Agreement shall survive
          the Executive’s termination of employment. Other provisions of this
          Agreement shall survive any termination of the Executive’s employment to
          the extent necessary to ensure the preservation of each party’s respective
          rights and obligations. 



     
        17.     
          Prior Agreements. This Agreement incorporates the entire agreement between both
          parties with respect to the subject matter hereof and supersedes the Prior
          Agreements and all other prior agreements, documents or other instruments with
          respect to the matters covered herein. 



     
        18.     
          Governing Law. This Agreement shall be governed by, and interpreted in
          accordance with the provisions of, the law of the State of Texas, without
          reference to provisions that refer a matter to the law of any other
          jurisdiction. Each party hereto hereby irrevocably submits itself to the
          non-exclusive personal jurisdiction of the Federal and State courts sitting in
          Texas. 



     
        19.     
          No Oral Modifications. This Agreement may not be changed or terminated orally,
          and no change, termination or waiver of this Agreement or of any of the



     17

     


     
          provisions herein contained shall be binding unless made in writing and signed
          by both parties, and, in the case of the Company, by a person designated by the
          Board or any committee thereof. Without limiting the foregoing, any change or
          changes, from time to time, in the Executive’s salary or duties or both
          shall not be, nor be deemed to be, a change, termination or waiver of this
          Agreement or of any of the provisions herein contained. 



     
        20.     
          Notices. All notices and other communications required or permitted hereunder
          shall be made in writing, and shall be deemed properly given if delivered
          personally, mailed by certified mail, postage prepaid and return receipt
          requested, sent by facsimile, or sent by Express Mail or Federal Express or
          other nationally recognized express delivery service, as follows: 







	 	

                If to the Company or the Board:



                Camden Property Trust

                Three Greenway Plaza, Suite 1300

                Houston, TX  77046

                Attention:  Board of Trust Managers



                If to the Executive:



                D. Keith Oden

                Three Greenway Plaza, Suite 1300

                Houston, TX  77046








	 	
                   
        Notice given by hand, Express Mail,  Federal Express,  or other such express
        delivery service shall be effective upon actual  receipt.  Notice  given by
        facsimile  transmission  shall be  effective  upon actual  receipt of received
        during the recipient's  normal business  hours,  or at the beginning of the
        recipient's  next business day after receipt if not received during the recipient's
        normal business hours. All notices sent by facsimile  transmission  shall be confirmed
        promptly after transmission in writing by certified mail or personal delivery.



                   
        Any party may change any address to which  notice  shall be given to it by
        giving  notice as  provided  above of such change in address.




	



     
        21.     
          Executive’s Representation and Warranties. The Executive represents and
          warrants that he is legally free to make and perform this Agreement, that he has
          no obligation to any other person or entity that would affect or conflict with
          any of his obligations hereunder, and that the complete performance of his
          obligations hereunder will not violate any law, regulation, order, or decree of
          any governmental or jurisdictional body or contract by which he is bound. 



     
        22.     
          Expenses; Security. It is the intent of the Company that the Executive not be
          required to incur legal fees and the related expenses associated with the
          interpretation, enforcement or defense of the Executive’s rights to
          compensation upon a Change of Control by litigation or otherwise because the
          cost and expense thereof would substantially detract from the benefits intended
          to be extended to the Executive hereunder. Accordingly, if it should appear to
          the Executive that the Company has failed to comply with any of its obligations



     18

     


     
          under this Agreement or in the event that the Company or any other person takes
          or threatens to take any action to declare the agreement to pay the Executive
          compensation upon a Change of Control void or unenforceable, or institutes any
          litigation or other action or proceeding designed to deny, or to recover from,
          the Executive the benefits provided or intended to be provided to the Executive
          hereunder, the Company irrevocably authorizes the Executive from time to time to
          retain counsel of the Executive’s choice, at the expense of the Company as
          hereinafter provided, to advise and represent the Executive in connection with
          any such interpretation, enforcement or defense, including without limitation
          the initiation or defense of any litigation or other legal action, whether by or
          against the Company or any Trust Manager, officer, shareholder, or other person
          affiliated with the Company, in any court having jurisdiction over the subject
          matter and the parties. Notwithstanding any existing or prior attorney-client
          relationship between the Company and such counsel, the Company irrevocably
          consents to the Executive’s entering into an attorney-client relationship
          with such counsel, and in that connection the Company and the Executive agree
          that a confidential relationship will exist between the Executive and such
          counsel. Without regard to whether the Executive prevails, in whole or in part,
          in connection with any of the foregoing, the Company will pay and be solely
          financially responsible for any and all attorneys’ and related fees and
          expenses incurred by the Executive in connection with any of the foregoing and
          shall advance to the Executive, within five days of presentation of an itemized
          request for reimbursement, all of the Executive’s legal fees and expenses
          incurred in connection therewith, regardless of the forum in which such
          proceeding was commenced. 



     
        23.     
          Entire Agreement. The parties expressly agree that this Agreement is contractual
          in nature and not a mere recital, and that it contains all the terms and
          conditions of the agreement between the parties with respect to the matters set
          forth herein. All prior negotiations, agreements, arrangements, understandings
          and statements between the parties relating to the matters set forth herein that
          have occurred at any time or contemporaneously with the execution of this
          Agreement (including, but not limited to, the Prior Agreements) are superseded
          and merged into this completely integrated Agreement. The Recitals set forth
          above shall be deemed to be part of this Agreement. 



     19

     



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









	 	
CAMDEN PROPERTY TRUST





By:    _____/s/ Richard J. Campo__________

          Richard J. Campo

          Chairman of the Board and Chief

          Executive Officer




EXECUTIVE





____/s/ D. Keith Oden__________________

D. Keith Oden