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                                                                   EXHIBIT 10.14

             1996 CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP

                               UNIT INCENTIVE PLAN

                                    ARTICLE I
                                    THE PLAN

         1.1 NAME. This plan will be known as the "1996 Crescent Real Estate
Equities Limited Partnership Unit Incentive Plan." Capitalized terms used herein
are defined in Article VI hereof.

         1.2 PURPOSE. The purpose of the Plan is to promote the growth and
general prosperity of the Partnership by permitting the General Partner to grant
Options to its Employees. The Plan is designed to help the Partnership and its
General Partner attract and retain superior personnel for positions of
substantial responsibility and to provide Employees (including officers) with an
additional incentive to contribute to the success of the Partnership and its
General Partner. The General Partner intends that the Options granted pursuant
to Article III will be non-statutory options. With respect to Reporting
Participants, transactions under the Plan are intended to comply with all
applicable conditions of Section 162(m) of the Code and, to the extent
applicable, Rule 16b-3 or its successors under the Exchange Act. To the extent
that any provision of the Plan or action by the Committee fails to so comply, it
will be deemed null and void to the extent permitted by law and deemed advisable
by the Committee.

         1.3 EFFECTIVE DATE. The Plan will become effective upon the Effective
Date.

         1.4 ELIGIBILITY TO PARTICIPATE. The Employees eligible to participate
in the Plan shall be John C. Goff and Gerald W. Haddock, who shall each be
awarded an Option for one million (1,000,000) Units.

         1.5 DETERMINATION OF PARTNERSHIP UNITS AND INTEREST. Units granted
hereunder are expressed on a Common Stock equivalent basis on the date of grant.
Accordingly, at the Exchange Date, the number of Units to be associated with the
Limited Partnership Interest of an Employee who is admitted to the Partnership
as a Limited Partner as a result of having exercised an Option awarded under
this Plan shall be equal to the number of Units granted as an Award under this
Plan. The Limited Partnership Interest of an Employee who is admitted to the
Partnership as a Limited Partner as a result of having exercised an Option shall
be calculated in accordance with the provisions of the Partnership Agreement
based upon the number of Units, determined as set forth in the preceding
sentence, to be associated with such Limited Partnership Interest.



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         1.6 MAXIMUM NUMBER OF UNITS SUBJECT TO AWARDS. The Units subject to
Awards pursuant to the Plan may be either authorized and unissued Units or Units
issued and thereafter acquired by the Partnership. Subject to adjustment
pursuant to the provisions of Section 4.2, and subject to any additional
restrictions elsewhere in the Plan, the maximum aggregate number of Units that
may be issued from time to time pursuant to the Plan shall be 2,000,000. The
maximum number of Units with respect to which Awards may be granted to any
Reporting Participant during any calendar year shall be one million (1,000,000)
Units. If an Option expires or terminates for any reason without having been
exercised in full, the required Units and/or the Units not purchased or
distributed will again be available for issuance under the Plan.

         1.7 CONDITIONS PRECEDENT TO ADMISSION OF EMPLOYEE LIMITED PARTNERS. The
Partnership will not admit the Employee as a Limited Partner prior to the
fulfillment of all of the following conditions:

                  (a) The receipt of the purchase price for the Units as to
         which the Option is being exercised;

                  (b) The receipt of such instruments executed by the Employee
         as the Partnership or its counsel deem necessary to comply with all
         relevant provisions of federal and state law, including, without
         limitation, the Securities Act, the rules and regulations promulgated
         thereunder and the terms and conditions of the Partnership Agreement.

         1.8 CONDITIONS PRECEDENT TO ISSUANCE OF COMMON STOCK. The Company will
not issue or deliver any certificate for Common Stock pursuant to the Plan prior
to fulfillment of all of the following conditions:

                  (a) The obtaining of approval from the shareholders of the
         Company of the Exchange Rights applicable to the Units that may be
         acquired upon exercise of the Option awarded hereunder;

                  (b) The admission of the Common Stock to listing on all stock
         exchanges on which the Common Stock is then listed, unless the
         Committee determines in its sole discretion that such listing is
         neither necessary nor advisable;

                  (c) The completion of any registration or other qualification
         of the sale of the Common Stock under any federal or state law or under
         the rulings or regulations of the Securities and Exchange Commission or
         any other governmental regulatory body that the Committee in its sole
         discretion deems necessary or advisable; and

                  (d) The obtaining of any approval or other clearance from any
         federal or state governmental agency that the Committee in its sole
         discretion determines to be necessary or advisable.



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         1.9 RESERVATION OF SHARES OF COMMON STOCK. Following the approval by
shareholders of the Company of Exchange Rights with respect to the Units subject
to Options under this Plan and during the remaining term of the Plan, the
Company will at all times reserve and keep available such number of shares of
Common Stock as may be necessary to satisfy the requirements of the Plan and the
number of Units as to which Options are granted hereunder. In addition, the
Company will from time to time, as is necessary to accomplish the purposes of
the Plan, use its best efforts to obtain from any regulatory agency having
jurisdiction any requisite authority necessary to issue Common Stock upon the
exercise of Exchange Rights related to the Units as to which Options are granted
hereunder. The inability of the Company to obtain from any regulatory agency
having jurisdiction the authority deemed by the Company's counsel to be
necessary for the lawful issuance of any Common Stock will relieve the Company
of any liability in respect of the nonissuance of Common Stock as to which the
requisite authority has not been obtained.

         1.10 TAX WITHHOLDING.

                  (a) Condition Precedent. The issuance of Units upon the
         exercise of an Option awarded under the Plan is subject to the
         condition that if at any time the General Partner determines, in its
         discretion, that the satisfaction of withholding tax or other
         withholding liabilities under any federal, state or local law is
         necessary or desirable as a condition of, or in connection with such
         issuances, then the issuances will not be effective unless the
         withholding has been effected or obtained in a manner acceptable to the
         General Partner. Each Option granted to a Reporting Participant shall
         contain a provision in the related Option Agreement making any required
         withholding tax or other withholding liability mandatory, and
         specifying that the General Partner may withhold a portion of the Units
         as specified in clause (iv) of paragraph (b) below.

                  (b) Manner of Satisfying Withholding Obligation. When an
         Optionee is required to pay to the Partnership or the General Partner
         an amount required to be withheld under applicable income tax laws in
         connection with the exercise of an Option, such payment may be made (i)
         in cash, (ii) by check, (iii) by delivery to the Partnership or the
         General Partner of Units already owned by the Participant having a Fair
         Market Value on the date the amount of tax to be withheld is to be
         determined (the "Tax Date") equal to the amount required to be
         withheld, (iv) through the withholding by the Partnership ("Partnership
         Withholding") of a portion of the Units acquired upon the exercise of
         the Options or (v) in any other form of valid consideration, as
         permitted by the Committee in its discretion.

         1.11 ACCELERATION IN CERTAIN EVENTS. The Committee may accelerate the
exercisability of any Option in whole or in part at any time. Notwithstanding
the provisions of any Option Agreement, the following provisions will apply:



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                  (a) Mergers and Reorganizations. If the Company or its
         shareholders enter into an agreement to dispose of all or substantially
         all of the assets of the Company by means of a sale, merger or other
         reorganization, liquidation or otherwise in a transaction in which the
         Company is not the surviving corporation, any Option will become
         immediately exercisable with respect to the full number of Units
         subject to that Option during the period commencing as of the date of
         the agreement to dispose of all or substantially all of the assets of
         the Company and ending when the disposition of assets contemplated by
         that agreement is consummated or the Award is otherwise terminated in
         accordance with its provisions or the provisions of the Plan, whichever
         occurs first; provided that no Reporting Participant may exercise an
         Option unless at least six months have elapsed since the grant of such
         Option or Award; provided, further, that no Option will be immediately
         exercisable under this Section on account of any agreement of merger or
         other reorganization when the shareholders of the Company immediately
         before the consummation of the transaction will own at least fifty
         percent of the total combined voting power of all classes of stock
         entitled to vote of the surviving entity immediately after the
         consummation of the transaction. An Option will not become immediately
         exercisable if the transaction contemplated in the agreement is a
         merger or reorganization in which the Company will survive.

                  (b) Change in Control. In the event of either (i) the
         involuntary termination of employment of the Employee (other than for
         Cause) or (ii) the voluntary termination of the Employee for Good
         Reason, within twenty-four (24) months following a change in control of
         the Company, all Options granted prior to the change in control or
         threatened change in control will become immediately exercisable,
         provided that no Reporting Participant may exercise an Option unless at
         least six months have elapsed since the grant of such Option or Award.
         The term "change in control" for purposes of this Section refers to the
         acquisition of 15% or more of the voting securities of the Company by
         any person or by persons acting as a group within the meaning of
         Section 13(d)(3) of the Exchange Act (other than an acquisition by (i)
         a person or group meeting the requirements of clauses (i) and (ii) of
         Rule 13d-1(b)(1) promulgated under the Exchange Act, (ii) or any
         employee pension benefit plan (within the meaning of Section 3(2) of
         ERISA) of the Company or of its Subsidiaries, including a trust
         established pursuant to such plan); provided that no change in control
         or threatened change in control will be deemed to have occurred (i) if
         prior to the acquisition of, or offer to acquire, 15% or more of the
         voting securities of the Company, the full Board has adopted by not
         less than two-thirds vote a resolution specifically approving such
         acquisition or offer or (ii) from (A) a transfer of the Company's
         voting securities by Richard E. Rainwater ("Rainwater") to (i) a member
         of Rainwater's immediate family (within the meaning of Rule 16a-1(e) of
         the Exchange Act) either during Rainwater's lifetime or by will or the
         laws of descent and distribution; (ii) any trust as to which Rainwater
         or a member (or members) of his immediate family (within the meaning of
         Rule 16a-1(e) of the Exchange Act) is the beneficiary; (iii) any trust
         as to which Rainwater is the settlor with sole power



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         to revoke; (iv) any entity over which Rainwater has the power, directly
         or indirectly, to direct or cause the direction of the management and
         policies of the entity, whether through the ownership of voting
         securities, by contract or otherwise; or (v) any charitable trust,
         foundation or corporation under Section 501(c)(3) of the Code that is
         funded by Rainwater; or (B) the acquisition of voting securities of the
         Company by either (i) Rainwater or (ii) a person, trust or other entity
         described in the foregoing clauses (A)(i)-(v) of this subsection. The
         term "person" for purposes of this Section refers to an individual or a
         corporation, partnership, trust, association, joint venture, pool,
         syndicate, sole proprietorship, unincorporated organization or any
         other form of entity not specifically listed herein.

                  1.12 COMPLIANCE WITH SECURITIES LAWS. Units will not be issued
         with respect to any Award unless the issuance and delivery of the Units
         (and the exercise of the Option) complies with all relevant provisions
         of federal and state law, including without limitation the Securities
         Act, the rules and regulations promulgated thereunder and the
         requirements of any stock exchange upon which the Common Stock may then
         be listed, and will be further subject to the approval of counsel for
         the Company with respect to such compliance. The General Partner may
         also require a Participant to furnish evidence satisfactory to the
         Partnership and the Company, including, without limitation, a written
         and signed representation letter and consent to be bound by any
         transfer restrictions imposed by law, legend, condition or otherwise,
         and a representation that the Units are being acquired only for
         investment and without any present intention to sell or distribute the
         Units in violation of any federal or state law, rule or regulation.
         Further, each Participant will consent to the imposition of a legend on
         the certificate representing the Units issued pursuant to an Award and
         shares of Common Stock issued upon the exchange therefore restricting
         their transferability as required by law or by this Section.

                  1.13 COMPLIANCE WITH PARTNERSHIP AGREEMENT. All Units and
         Exchange Rights issued upon the exercise of an Option awarded hereunder
         are governed by, and subject to each of the terms and conditions of,
         the Partnership Agreement. Upon exercising an Option hereunder, each
         Participant shall be deemed to have accepted and agreed to be bound by
         each of the terms and conditions of the Partnership Agreement for all
         purposes. The General Partner, in its sole and absolute discretion, may
         as part of an Award hereunder, make any such Award subject to such
         further terms and conditions, including, without limitation, such
         additional terms and conditions for admission to the Partnership or the
         exercise of Exchange Rights, as the General Partner may deem necessary,
         advisable or appropriate at the time of the Award. Such additional
         terms and conditions may be set forth in the Option Agreement related
         to any such award, the resolutions adopted by the Board of Directors of
         the General Partner and/or the Company, or in such other manner or
         document as the General Partner, in its sole and absolute discretion,
         deems necessary, advisable or appropriate.



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                  1.14 EMPLOYMENT OF PARTICIPANT. Nothing in the Plan or in any
         Award granted hereunder will confer upon any Participant any right to
         continued employment by the Partnership or the General Partner or limit
         in any way the right of the Partnership or the General Partner at any
         time to terminate or alter the terms of that employment.

                  1.15 INFORMATION TO PARTICIPANTS. The General Partner will
         furnish to each Participant copies of annual reports, proxy statements
         and all other reports sent to the Company's shareholders. Upon written
         request, the General Partner will furnish to each Participant a copy of
         its most recent Annual Report on Form 10-K and each quarterly report to
         shareholders issued since the end of the Company's most recent fiscal
         year.

                                   ARTICLE II
                                 ADMINISTRATION

                  2.1 COMMITTEE. The Plan will be administered by the General
         Partner or by a Compensation Committee to be appointed by the General
         Partner. As used herein, "Committee" shall mean a committee consisting
         of two or more Directors, each of whom shall be an "outside director"
         as defined in Section 162(m) of the Code. Subject to the provisions of
         the Plan, the Committee will have the sole discretion and authority to
         determine from time to time the Employees whom Awards will be granted
         and the number of Units subject to each Award, to interpret the Plan,
         to prescribe, amend and rescind any rules and regulations necessary or
         appropriate for the administration of the Plan, to determine and
         interpret the details and provisions of each Option Agreement, to
         modify or amend any Option Agreement or waive any conditions or
         restrictions applicable to any Option (or the exercise thereof), and to
         make all other determinations or advisable for the administration of
         the Plan.

                  2.2 MAJORITY RULE; UNANIMOUS WRITTEN CONSENT. A majority of
         the members of the Committee will constitute a quorum, and any action
         taken by a majority present at a meeting at which a quorum is present
         or any action taken without a meeting evidenced by a writing executed
         by all members of the Committee will constitute the action of the
         Committee. Meetings of the Committee may take place by telephone
         conference call.

                  2.3 ASSISTANCE. The Partnership will supply full and timely
         information to the General Partner and the Committee on all matters
         relating to Employees, their employment, death, Retirement, Disability
         or other termination of employment, and such other pertinent facts as
         the General Partner or the Committee may require. The Partnership will
         furnish the General Partner and the Committee with such clerical and
         other assistance as is necessary to the performance of its duties.



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                                   ARTICLE III
                                     OPTIONS

                  3.1 METHOD OF EXERCISE. Each Option will be exercisable at any
         time and from time in whole or in part in accordance with the terms of
         the Option Agreement pursuant to which the Option was granted to the
         extent vested. No Option may be exercised for a fraction of a Unit.

                  3.2 VESTING OF OPTION. Except as provided in Section 1.11 and
         this Section 3.2, one-seventh of each Option shall vest on the first,
         second, third, fourth, fifth, sixth and seventh anniversaries of the
         date of grant, provided that the Employee is employed by the
         Partnership or the General Partner on such date or is an Executive
         Officer on such date. If the fair market value of the Common Stock
         equals or exceeds $50.00 for each of ten (10) consecutive trading days
         (determined based on the closing price on each (such day), an
         additional 250,000 Units (or such lesser number as may then be
         unvested) of each Option shall become fully vested and exercisable,
         that provided the Employee is employed by the Partnership or the
         General Partner on such date or is an Executive Officer on such date.
         In the event that vesting of the Option is accelerated pursuant to the
         preceding sentence, the remaining unvested portion of the Option shall
         vest ratably on each subsequent anniversary of the date of grant
         following such acceleration through the seventh anniversary of the
         original date of grant of the Option.

                  3.3 PAYMENT OF PURCHASE PRICE. The purchase price of any Units
         purchased will be paid at the time of exercise of the Option either (i)
         in cash, (ii) by certified or cashier's check, (iii) by Units held by
         the Participant at the time of exercise, (iv) by a recourse promissory
         note, such note to provide for the right to repay the note partially or
         wholly with Units, or (v) by delivery of a copy of irrevocable
         instructions from the Optionee to a broker or dealer, reasonably
         acceptable to the General Partner, to sell certain of the Common Stock
         acquired upon exercise of the Option and the exercise of Exchange
         Rights or to pledge them as collateral for a loan and promptly deliver
         to the Company the amount of sale or loan proceeds necessary to pay
         such purchase price. If any portion of the purchase price or a note
         given at the time of exercise is paid in Units, those Units will be
         valued at the then Fair Market Value.

                  3.4 WRITTEN NOTICE REQUIRED. Any Option will be deemed to be
         exercised for purposes of the Plan when written notice of exercise has
         been received by the Partnership at its principal office from the
         person entitled to exercise the Option and payment for the Units with
         respect to which the Option is exercised has been received by the
         Partnership in accordance with Section 3.2.



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                  3.5 RIGHTS OF OPTIONEES UPON TERMINATION OF EMPLOYMENT OR
                      SERVICE

                           (a) In the event an Optionee ceases to be an
         Employee, and does not continue to be an Executive Officer, for any
         reason other than death, Retirement, Disability or for Cause, (i) the
         Committee shall have the ability to accelerate the vesting of the
         Optionee's Option in its sole discretion, and (ii) such Optionee's
         Option shall be exercisable (to the extent exercisable on the date of
         termination of employment or service as an Employee, or, if the
         Committee, in its discretion, has accelerated the vesting of such
         Option, to the extent exercisable following such acceleration) at any
         time during the remaining initial term of the Option. Notwithstanding
         any provision in this Plan to the contrary, no Option granted to a
         Reporting Participant may be exercised unless at least six months have
         elapsed since the grant of such Option.

                           (b) In addition, unless the Committee agrees, in its
         sole discretion, to extend the term of a Nonqualified Stock Option
         granted to an Employee (provided that the term of any such Option shall
         not be extended beyond its initial term), an Optionee's Option may be
         exercised as follows in the event such Optionee ceases to serve as an
         Employer, due to death, Disability, Retirement or for Cause:

                           (i) Death. If an Optionee dies while serving as an
                  Employee, or within three months after ceasing to be an
                  Employee, his option shall become fully exercisable on the
                  date of his death and shall expire at the end of the initial
                  term of the Option. During such period, the Option may be
                  fully exercised, to the extent that it remains unexercised on
                  the date of death, by the Optionee's personal representative
                  or by the distributees to whom the Optionee's rights under the
                  Option shall pass by will or by the laws of descent and
                  distribution.

                           (ii) Retirement. If an Optionee ceases to serve as an
                  Employee, as a result of Retirement, (i) his Option shall
                  become fully exercised on the date of his Retirement and such
                  Option will be exercisable at any time during the remaining
                  initial term of the Option.

                           (iii) Disability. If an Optionee ceases to serve as
                  an Employee as a result of Disability, the Optionee's Option
                  shall become fully exercisable and shall expire at any time
                  during the remaining initial term of the Option.

                           (iv) Cause. If an Optionee ceases to serve as an
                  Employee because the Optionee is terminated for Cause, further
                  vesting under the Option shall cease and the Option shall
                  expire at the end of its initial term. Notwithstanding the
                  foregoing, if an Optionee is an Employee employed



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                  pursuant to a written employment agreement, the Optionee's
                  relationship with the Partnership or the General Partner will
                  be deemed terminated for Cause for purposes of the Plan only
                  if the Optionee is considered under the circumstances to have
                  been terminated for cause for purposes of such written
                  agreement.

                  3.6 TRANSFERABILITY OF OPTIONS. Options shall not be
         transferable other than by will or by the laws of descent and
         distribution and may be exercised during the lifetime of an Optionee
         only by that Optionee or by his legally authorized.

                  3.7 OPTION TERMS AND CONDITIONS. The terms and conditions of
         Options granted under this Plan may differ from one another as the
         Committee may, in its discretion, determine, as long as all Options
         granted under this Article satisfy the requirements of this Article.

                  3.8 DURATION OF OPTIONS. Each Option granted under this
         Article and all rights thereunder will expire ten years after the date
         on which the Option is granted. In addition, each Option will be
         subject to early termination as provided elsewhere in the Plan.

                  3.9 PURCHASE PRICE. The purchase price for Units acquired
         pursuant to the exercise, in whole or in part, of any Option granted
         under this Article shall be the Fair Market Value of the Plan Shares at
         the time of the grant of the Option.

                  3.10 INDIVIDUAL OPTION AGREEMENTS. Each Employee receiving
         Options under this Article will be required to enter into a written
         Option Agreement with the Company. In such Option Agreement, the
         Employee will agree to be bound by the terms and conditions of the Plan
         and such other matters as the Committee deem appropriate.

                                   ARTICLE IV
                      TERMINATION, AMENDMENT AND ADJUSTMENT

                  4.1 TERMINATION AND AMENDMENT. The Plan will terminate on July
         16, 2006. No Awards will be granted under the Plan after that date of
         termination, although Awards granted prior to such date shall remain
         outstanding in accordance with their terms. Subject to the limitations
         contained in this Section 4.1, the Committee may at any time amend or
         revise the terms of the Plan, including the form and substance of the
         Option Agreements to be used in connection herewith; provided that,
         without approval by the shareholders of the Company, no amendment or
         revision may (i) increase the maximum aggregate number of Units or the
         number of shares of Common Stock as to which Exchange Rights may be
         exercised, except as permitted under Section 1.5 and Section 4.2, (ii)
         change the minimum purchase price for Units under Article III or (iii)
         permit



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         the granting of an Award to anyone other than as provided in the Plan;
         and provided further that, without approval by the shareholders of the
         Company, no amendment to the Plan will be effective that materially
         increases the benefits accruing to Participants, materially increases
         the number of securities that may be issued under the Plan or otherwise
         materially modifies the requirements as to eligibility for
         participation in the Plan, all within the meaning of Rule 16b-3 of the
         Exchange Act. In addition, if and to the extent required by Rule 16b-3
         of the Exchange Act, the provisions of the Plan may not be amended more
         frequently than once every six months unless otherwise required by law
         and permitted by Rule 16b-3 of the Exchange Act. No amendment,
         suspension or termination of the Plan may, without the consent of the
         Optionee who has received an Award hereunder, alter or impair any of
         that Participant's rights or obligations under any Award granted under
         the Plan prior to that amendment, suspension or termination.

                  4.2 ADJUSTMENT. If the outstanding Common Stock is increased,
         decreased, changed into or exchanged for a different number or kind of
         shares or securities through merger, consolidation, combination,
         exchange or shares, other reorganization, recapitalization,
         reclassification, stock dividend, stock split or reverse stock split,
         an appropriate and proportionate adjustment will be made in the maximum
         number of Units and in the shares of Common Stock as to which Exchange
         Rights may be granted under the Plan. A corresponding adjustment will
         be made in the number or kind of shares allocated to and purchasable
         under unexercised Options. Any such adjustment in outstanding Options
         will be made without change in the aggregate purchase price applicable
         to the unexercised portion of the Option, but with a corresponding
         adjustment in the price for each Unit purchasable under the Option. The
         foregoing adjustments and the manner of application of the foregoing
         provisions will be determined solely by the Committee, and any such
         adjustment may provide for the elimination of fractional share
         interests.

                                    ARTICLE V
                                  MISCELLANEOUS

                  5.1 OTHER COMPENSATION PLANS. The adoption of the Plan will
         not affect any other stock option or incentive or other compensation
         plans in effect for the Company, the Partnership, or the General
         Partner, nor will the Plan preclude the Company, the Partnership or the
         General Partner from establishing any other forms of incentive or other
         compensation for Employees.

                  5.2 PLAN BINDING ON SUCCESSORS. The Plan will be binding upon
         the successors and assigns of the Partnership and the General Partner
         that adopt the Plan.



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                  5.3 NUMBER AND GENDER. Whenever used herein, nouns in the
         singular will include the plan where appropriate, and the masculine
         pronoun will include the feminine gender.

                  5.4 HEADINGS. Headings of articles and sections hereof are
         inserted for convenience of reference and constitute no part of the
         Plan.

                                   ARTICLE VI
                                   DEFINITIONS

                  As used herein with initial capital letters, the following
         terms have the meanings set forth unless the context clearly indicates
         to the contrary:

                  6.1 "AWARD" means a grant of Options under Article III of the
         Plan.

                  6.2 "BOARD" means the Board of Directors of the Company.

                  6.3 "CAUSE" will mean an act or acts involving a felony,
         fraud, willful misconduct, commission of any act that causes or
         reasonably may be expected to cause substantial injury to the
         Partnership or the General Partner or other good cause. The term "OTHER
         GOOD CAUSE" as used in this Section will include, but shall not be
         limited to, habitual impertinence, a pattern of conduct that tends to
         hold the Partnership or the General Partner up to ridicule in the
         community, conduct disloyal to the Partnership or the General Partner,
         conviction of any crime of moral turpitude and substantial dependence,
         as judged by the Committee, on alcohol or any controlled substance.
         "CONTROLLED SUBSTANCE" means a drug, immediate precursor or other
         substance listed in Schedule I-V of the Federal Comprehensive Drug
         Abuse Prevention Control Act of 1970, as amended.

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

                  6.5 "COMMITTEE" shall have the meaning set forth in Section
         2.1.

                  6.6 "COMMON STOCK" means the common stock, par value $.01 per
         share, of the Company or, in the event that the outstanding shares of
         such common stock are hereafter changed into or exchanged for shares of
         a different stock or security of the Company or some other corporation,
         such other stock or security.

                  6.7 "COMPANY" means Crescent Real Estate Equities, Inc., a
         Maryland corporation, and any successor thereto.

                  6.8 "DIRECTOR" means a member of the Board of Directors of the
         Company.



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                  6.9 "DISABILITY" of a Participant shall be deemed to occur
         whenever a Participant is rendered unable to engage in any substantial
         gainful activity by reason of any medically determinable physical or
         mental impairment which can be expected to result in death or which has
         lasted or can be expected to last for a continuing period of not less
         than 12 months.

                  6.10 "EFFECTIVE DATE" means July 16, 1996.

                  6.11 "EMPLOYEE" means an officer or other employee of the
         General Partner, the Partnership or of any of its subsidiaries that
         adopt the Plan.

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

                  6.13 "EXCHANGE ACT" means the Securities Exchange Act of 1934,
         as amended.

                  6.14 "EXCHANGE DATE" means the date or dates on which Units
         granted hereunder shall have Exchange Rights, which date or dates shall
         be no earlier than one year from the date of grant hereunder and shall
         be subject to, and conditioned upon, the approval of the shareholders
         of the Company.

                  6.15 "EXCHANGE RIGHT" shall have the meaning set forth in the
         Partnership Agreement.

                  6.16 "EXECUTIVE OFFICER" means an "officer" as defined in
         accordance with Rule 16a-1(F) of the Exchange Act.

                  6.17 "FAIR MARKET VALUE" means the value of the Units as
         determined by the Committee on the basis of such factors as it deems
         appropriate; provided that it the Common Stock is traded on a national
         securities exchange, such value will be determined by the Committee on
         the basis of the last sale price for the Common Stock on the date for
         which such determination is relevant, as reported on the New York Stock
         Exchange. If the Common Stock is traded on more than one exchange, such
         value will be determined on the basis of the exchange trading the
         greatest volume of shares on such date. In no event shall "Fair Market
         Value" be less than the par value of the Common Stock.

                  6.18 "GENERAL PARTNER" means Crescent Real Estate Equities,
         Ltd., a Delaware corporation.

                  6.19 "GOOD REASON" means a change in control of the Company,
         as well as, and following such change in control of the Company: (a) a
         reduction in the amount of the Employee's aggregate cash compensation
         (including base salary and any bonus) payable within any twelve-month
         period following such change in



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         control below the amount of such aggregate cash compensation paid to,
         or accrued by the General Partner with respect to, the Employee in the
         twelve-month period immediately preceding the change in control; (b)
         the assignment of such Employee to any employment status other than a
         position as an Executive Officer and having duties comparable to those
         exercised by the Employee immediately prior to the change in duties
         comparable to those exercised by the Employee immediately prior to the
         change in control, or (c) a geographical relocation or attempted
         relocation of the Employee to an officer more than fifty (50) miles
         distance from Fort Worth, Texas, without the Employee's consent.

                  6.20 "LIMITED PARTNER" shall have the meaning set forth in the
         Partnership Agreement.

                  6.21 "LIMITED PARTNERSHIP INTEREST" shall have the meaning set
         forth in the Partnership Agreement.

                  6.22 "OPTION" means a nonqualifed option to acquire Units
         granted under the Plan.

                  6.23 "OPTION AGREEMENT" means the written agreement by and
         among the Partnership, the General Partner, and a Participant with
         respect to an Option awarded under this Plan.

                  6.24 "PARTICIPANT" means an Employee to whom an Award has been
         granted hereunder.

                  6.25 "PARTNERSHIP" means Crescent Real Estate Equities Limited
         Partnership, a Delaware limited partnership.

                  6.26 "PARTNERSHIP AGREEMENT" means the First Amended and
         Restated Agreement of Limited Partnership of Crescent Real Estate
         Equities Limited Partnership, dated as of May 5, 1994, as amended from
         time to time.

                  6.27 "PLAN" means the 1996 Crescent Real Estate Equities
         Limited Partnership Unit Incentive Plan, as amended from time to time.

                  6.28 "REPORTING PARTICIPANT" means a Participant who is
         subject to the reporting requirements of Section 16 of the Exchange Act
         as to the Company's Common Stock.

                  6.29 "RETIREMENT" means termination of employment as an
         Employee or as a Director on or after the date on which a Participant
         attains age 70.

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



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                  6.31 "SUBSIDIARY" means a subsidiary corporation of the
         Partnership or the General Partner, as defined in Section 424(F) of the
         Code.

                  6.32 "UNIT" means a unit of ownership interest in the
         Company's operating partnership, which is or may be exchangeable on a
         one-for-one basis for shares of Common Stock, or, at the option of the
         Company, the cash equivalent thereof.



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               AMENDMENT TO THE 1996 CRESCENT REAL ESTATE EQUITIES
                     LIMITED PARTNERSHIP UNIT INCENTIVE PLAN

       (ADOPTED BY UNANIMOUS WRITTEN CONSENT DATED AS OF NOVEMBER 5, 1999)

         Section 3.2 of the Plan is amended to make the noted changes,
thereafter reading as follows:

                  3.2 Vesting of Option. Except as provided in Section 1.11 and
                  this Section 3.2, AND EXCEPT TO THE EXTENT OTHERWISE SPECIFIED
                  BY THE COMMITTEE AND SET FORTH IN THE OPTION AGREEMENT,
                  one-seventh of each Option shall vest on the first, second,
                  third, fourth, fifth, sixth and seventh anniversaries of the
                  date of grant, provided that the Employee is employed by the
                  Partnership or the General Partner on such date or is an
                  Executive Officer on such date. If the fair market value of
                  the Common Stock equals or exceeds $50.00 for each of ten (10)
                  consecutive trading days (determined based on the closing
                  price on each such day), an additional 250,000 Units (or such
                  lesser number as may then be unvested) of each Option shall
                  become fully vested and exercisable, provided that the
                  Employee is employed by the Partnership or the General Partner
                  on such date or is an Executive Officer on such date. IN THE
                  EVENT THAT VESTING OF THE OPTION IS ACCELERATED PURSUANT TO
                  THE PRECEDING SENTENCE, THE REMAINING UNVESTED PORTION OF THE
                  OPTION SHALL CONTINUE TO VEST ACCORDING TO THE OTHERWISE
                  APPLICABLE VESTING SCHEDULE.