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                                                                   EXHIBIT 10.15

                           FIRST AMENDED AND RESTATED
                    1995 CRESCENT REAL ESTATE EQUITIES, INC.
                              STOCK INCENTIVE PLAN

                                   ARTICLE I
                                    THE PLAN

         1.1     NAME.  This plan will be known as the "1995 Crescent Real
Estate Equities, Inc. Stock Incentive Plan." Capitalized terms used herein are
defined in Article X hereof.

         1.2     PURPOSE.  The purpose of the Plan is to promote the growth and
general prosperity of the Company by permitting the Company and its
Subsidiaries to grant Options  to its Employees, Outside Directors and Advisors
and Restricted Stock to its Employees and Advisors.  The Plan is designed to
help the Company and its Subsidiaries attract and retain superior personnel for
positions of substantial responsibility and to provide Employees (including
officers), Outside Directors and Advisors with an additional incentive to
contribute to the success of the Company and its Subsidiaries.  The Company
intends that Incentive Stock Options granted pursuant to Article IV will
qualify as "incentive stock options" within the meaning of Section 422 of the
Code.  Subject to Article VII, Outside Directors may elect to receive Common
Stock in lieu of Director's Fees.  With respect to Reporting Participants,
transactions under the Plan are intended to comply with all applicable
conditions of 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.  Any Employee, Outside Director or
Advisor will be eligible to participate in the Plan; provided that Incentive
Stock Options may be granted only to persons who are Employees.  The Committee
may grant Options to Employees and Advisors in accordance with such
determinations as the Committee from time to time in its sole discretion may
make.

         1.5     MAXIMUM NUMBER OF SHARES OF COMMON STOCK SUBJECT TO AWARDS.
The shares of Common Stock subject to Awards pursuant to the Plan may be either
authorized and unissued shares or shares issued and thereafter acquired by the
Company.  Subject to adjustment pursuant to the provisions of Section 8.2, and
subject to any additional restrictions elsewhere in the Plan, the maximum
aggregate number of shares of Common Stock that may be issued from time to time
pursuant to the Plan shall be 1,425,000.  Subject to adjustment pursuant to the
provisions of Section 8.2, and subject to any additional restrictions elsewhere
in the Plan, the maximum aggregate number of shares of Common Stock that may be
issued under the Plan shall
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increase automatically on January 1 of each year by an amount equal to 8.5% of
the increase in the number of shares of Common Stock outstanding and number of
Units outstanding since January 1 of the preceding year.  The maximum number of
shares of Common Stock with respect to which Awards may be granted to any
Reporting Participant during any calendar year shall be two hundred thousand
(200,000) shares under this Plan.  The maximum number of shares of Common Stock
which may be subject to Incentive Stock Options during the life of the Plan
shall be seventy-five thousand (75,000) shares.  If shares of Restricted Stock
are reacquired by the Company pursuant to the provisions of Section 6.1 of the
Plan or if an Option expires or terminates for any reason without having been
exercised in full, the reacquired shares and/or the shares not purchased or
distributed will again be available for issuance under the Plan.

         1.6     CONDITIONS PRECEDENT.  The Company will not issue or deliver
any certificate for Plan Shares pursuant to the Plan prior to fulfillment of
all of the following conditions:

                 (a)      The admission of the Plan Shares 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;

                 (b)      The completion of any registration or other
         qualification of the sale of the Plan Shares 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

                 (c)      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.

         1.7     RESERVATION OF SHARES OF COMMON STOCK.  During the 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 as to the number of Plan Shares.  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 Plan Shares 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
Plan Shares will relieve the Company of any liability in respect of the
nonissuance of Plan Shares as to which the requisite authority has not been
obtained.

         1.8     TAX WITHHOLDING.

                 (a)      Condition Precedent.  The issuances of Plan Shares
         pursuant to Awards under the Plan are subject to the condition that if
         at any time the Committee 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





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         withholding has been effected or obtained in a manner acceptable to
         the Committee.  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 Company withhold a portion of the Plan Shares as
         specified in clause (iv) of paragraph (b) below.

                 (b)      Manner of Satisfying Withholding Obligation.  When a
         Participant is required to pay to the Company an amount required to be
         withheld under applicable income tax laws in connection with an Award,
         such payment may be made (i) in cash, (ii) by check, (iii) by delivery
         to the Company of shares of Common Stock 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) with respect to Options, through
         the withholding by the Company ("Company Withholding") of a portion of
         the Plan Shares acquired upon the exercise of the Options (provided
         that, with respect to any Option held by a Reporting Participant, at
         least six months has elapsed between the grant of such Option and the
         exercise involving tax withholding) having a Fair Market Value on the
         Tax Date equal to the amount required to be withheld or (v) in any
         other form of valid consideration, as permitted by the Committee in
         its discretion.

                 (c)      Notice of Disposition of Stock Acquired Pursuant to
         Incentive Stock Options.  The Company may require as a condition to
         the issuance of Plan Shares covered by any Incentive Stock Option that
         the party exercising such Option give a written representation to the
         Company, which is satisfactory in form and substance to its counsel
         and upon which the Company may reasonably rely, that he will report to
         the Company any disposition of such shares prior to the expiration of
         the holding periods specified by Section 422(a)(1) of the Code.  If
         and to the extent that the realization of income in such a disposition
         imposes upon the Company federal, state or local withholding tax
         requirements, or any such withholding is required to secure for the
         Company an otherwise available tax deduction, the Company will have
         the right to require that the recipient remit to the Company an amount
         sufficient to satisfy those requirements; and the Company may require
         as a condition to the issuance of Plan Shares covered by an Incentive
         Stock Option that the party exercising such Option give a satisfactory
         written representation promising to make such a remittance.

         1.9     ACCELERATION IN CERTAIN EVENTS.  The Committee may accelerate
the exercisability of any Option or waive any restrictions with respect to
shares of Restricted Stock in whole or in part at any time.  Notwithstanding
the provisions of any Option Agreement or Restricted Stock Agreement, the
following provisions will apply:

                 (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 shares subject to that Option





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         and all restrictions will lapse with respect to an Award of Restricted
         Stock 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 and no
         restrictions will lapse with respect to an Award of Restricted Stock
         to a Reporting Participant unless at least six months have elapsed
         since the grant of such Option or Award; provided, further, that no
         Option will be immediately exercisable and no restrictions will lapse
         with respect to an Award of Restricted Stock 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 and no restrictions
         will lapse with respect to an Award of Restricted Stock 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 a change in
         control or threatened change in control of the Company, all Options
         granted prior to the change in control or threatened change in control
         will become immediately exercisable, and all restrictions will lapse
         with respect to awards of Restricted Stock granted prior to the change
         in control or threatened change in control, provided that no Reporting
         Participant may exercise an Option and no restriction will lapse with
         respect to an Award of Restricted Stock to a Reporting Participant
         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-l(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 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





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         under Section 501(c)(3) of the Code that is funded by Rainwater; or
         (B) the acquisition of voting securities of the Corporation 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.  Whether a change in control is
         threatened will be determined solely by the Committee.

         1.10    COMPLIANCE WITH SECURITIES LAWS.  Plan Shares will not be
issued with respect to any Award unless the issuance and delivery of the Plan
Shares (and the exercise of an Option, if applicable) 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 Plan Shares may then be
listed, and will be further subject to the approval of counsel for the Company
with respect to such compliance.  The Committee may also require a Participant
to finish evidence satisfactory to 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 Plan Shares are being acquired only for investment and
without any present intention to sell or distribute the shares 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 Plan
Shares issued pursuant to an Award restricting their transferability as
required by law or by this Section.

         1.11    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 Company or any of its Subsidiaries or to continued service as
a Director or Advisor or limit in any way the right of the Company or any
Subsidiary at any time to terminate or alter the terms of that employment or
services as a Director or Advisor.

         1.12    INFORMATION TO PARTICIPANTS.  The Company 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 Company 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 Board or by a
Committee of not fewer than two directors appointed by the Board.  As used
herein, "Committee" shall mean a committee consisting of two or more Directors,
each of whom shall be a "disinterested person" as defined in Rule 16b-3 under
the Exchange Act.  Subject to the provisions of the Plan, the Committee will
have the sole discretion and authority to determine from time to time the
Employees and Advisors to whom Awards will be granted and the number of Plan
Shares subject to each Award, to interpret the Plan, to prescribe, amend and
rescind any rules and regulations





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necessary or appropriate for the administration of the Plan, to determine and
interpret the details and provisions of each Option Agreement and Restricted
Stock Agreement, to modify or amend any Option Agreement or Restricted Stock
Agreement or waive any conditions or restrictions applicable to any Option (or
the exercise thereof) or to any shares of Restricted Stock, and to make all
other determinations or advisable for the administration of the Plan.  With
respect to any provision of the Plan granting the Committee the right to agree,
in its sole discretion, to further extend the term of any Award hereunder, the
Committee may exercise such right at the time of grant, in the Option Agreement
relating to such Award, or at any time or from time-to-time after the grant of
any Award hereunder.  Notwithstanding any other provision of this Section 2.2
or this Plan, all Awards made to Outside Directors shall be automatic and
nondiscretionary as set forth in this 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     COMPANY ASSISTANCE.  The Company will supply full and timely
information to the Committee on all matters relating to Employees, Outside
Directors and Advisors, their employment, death, Retirement, Disability or
other termination of employment, and such other pertinent facts as the
Committee may require.  The Company will furnish the Company with such clerical
and other assistance as is necessary to the performance of its duties.

                                  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.  No Option may be
exercised for a fraction of a Plan Share.

         3.2     PAYMENT OF PURCHASE PRICE.  The purchase price of any Plan
Shares 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 shares of Common Stock,
if permitted by the Committee, (iv) as to Outside Directors, by cash or
certified or cashier's check for the par value of the Plan Shares plus a
recourse promissory note for the balance of the purchase price, such note to
provide for the right to repay the note partially or wholly with Common Stock
and with an interest rate based on the current dividend yield of the Common
Stock, (v) as to Employees and Advisors, by cash or certified or cashier's
check for the par value of the Plan Shares plus a promissory note for the
balance of the purchase price, which note will contain such terms and
provisions as the Committee may approve, including without limitation the right
to repay the note partially or wholly with Common Stock and to base the
interest rate on the current dividend yield of the Common Stock,  (vi) by
delivery of a copy of irrevocable instructions from the Optionee to a broker or
dealer, reasonably acceptable to the Company, to sell certain of the Plan
Shares upon exercise of the Option or to pledge them as collateral for a loan
and promptly deliver to the





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Company the amount of sale or loan proceeds necessary to pay such purchase
price or (vii) as to Employees and Advisors, in any other form of valid
consideration, as permitted by the Committee in its discretion.  If any portion
of the purchase price or a note given at the time of exercise is paid in shares
of Common Stock, those shares will be valued at the then Fair Market Value.

         3.3     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 Company at its principal office from the person entitled to
exercise the Option and payment for the Plan Shares with respect to which the
Option is exercised has been received by the Company in accordance with Section
3.2.

         3.4     RIGHTS OF OPTIONEES UPON TERMINATION OF EMPLOYMENT OR SERVICE.

                 (a)    In the event an Optionee ceases to be an Employee and 
Advisor, and does not continue to be a Director, 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 Advisor, or, if the Committee, in its discretion, has accelerated the
vesting of such Option, to the extent exercisable following such acceleration)
(a) if such Option is an Incentive Stock Option, at any time within three
months after the date of termination of employment, unless by its terms the
Option expires earlier; or (b) if such Option is a Nonqualified Stock Option,
at any time within one year after the date of termination of employment or
service as an Employee or Advisor, unless by its terms the Option expires
earlier or unless the Committee agrees, in its sole discretion, to further
extend the term of such Nonqualified Stock Option; provided that the term of
any such Nonqualified Stock Option shall not be extended beyond its initial
term.  An Employee or Advisor who continues to be  a Director shall not be
deemed to have terminated employment or service.  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 or Advisor (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 Employee, Outside
Director or Advisor due to death, Disability, Retirement or for Cause:

                 (i)      Death.  If an Optionee dies while serving as an
         Employee, Outside Director or Advisor, or within three months after
         ceasing to be an Employee, Outside Director or Advisor, his option
         shall become fully exercisable on the date of his death and shall
         expire 12 months thereafter, unless by its terms it expires sooner.
         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.





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                 (ii)     Retirement.  If an Optionee ceases to serve as an
         Employee, Outside Director or Advisor as a result of Retirement, (i)
         his Option shall become fully exercisable on the date of his
         Retirement and (a) if such Option is an Incentive Stock Option, such
         Option will be exercisable at any time within three months after the
         effective date of such Retirement, unless by its terms the Option
         expires earlier, and (b) if such Option is a Nonqualified Stock
         Option, such Option will be exercisable at any time within one year
         after the effective date of such Retirement, unless by its terms the
         Option expires sooner.

                 (iii)    Disability.  If an Optionee ceases to serve as an
         Employee, Outside Director or Advisor as a result of Disability, the
         Optionee's Option shall become fully exercisable and shall expire 12
         months thereafter, unless by its terms it expires sooner.

                 (iv)     Cause.  If an Optionee ceases to serve as an
         Employee, Outside Director or Advisor, because the Optionee is
         terminated for Cause, the Optionee's Option shall automatically
         expire.  If any facts that would constitute Cause for termination or
         removal of an Employee or Advisor are discovered after the Optionee's
         relationship with the Company has ended, any Options then held by the
         Optionee may be immediately terminated by the Committee.
         Notwithstanding the foregoing, if an Optionee is an Employee employed
         pursuant to a written employment agreement, or is an Advisor retained
         pursuant to a written agreement, the Optionee's relationship with the
         Company 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.

         3.5     TRANSFERABILITY OF OPTIONS.  Options shall not be transferable
other than pursuant to a qualified domestic relations order, by will or by the
laws of descent and distribution and, with respect to an Incentive Stock
Option, may be exercised during the lifetime of an Optionee only by that
Optionee or by his legally authorized representative.

                                   ARTICLE IV
                            INCENTIVE STOCK OPTIONS

         4.1     OPTION TERMS AND CONDITIONS.  The terms and conditions of
Options granted under this Article 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.

         4.2     DURATION OF OPTIONS.  Each Option granted under this Article
will expire on the date determined by the Committee, but in no event will any
Option granted under this Article expire earlier than one year or later than
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.





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         4.3     PURCHASE PRICE.  The purchase price for Plan Shares acquired
pursuant to the exercise, in whole or in part, of any Option granted under this
Article will not be less than the Fair Market Value of the Plan Shares at the
time of the grant of the Option.

         4.4     MAXIMUM AMOUNT OF OPTIONS FIRST EXERCISABLE IN ANY CALENDAR
YEAR.  The maximum aggregate Fair Market Value of Plan Shares (determined at
the time the Option is granted) with respect to which Options issued under this
Article are exercisable for the first time by any Employee during any calendar
year under all incentive stock option plans of the Company and its Subsidiaries
and affiliates may not exceed $100,000.  Any portion of an Option granted under
the Plan and first exercisable in excess of the foregoing limitations will be
considered granted under Article V.

         4.5     REQUIREMENTS AS TO CERTAIN OPTIONS.  In the event of the grant
of any Option to an individual who, at the time the Option is granted, owns
shares of stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company or any of its Subsidiaries or
affiliates within the meaning of Section 422 of the Code, the purchase price
for the Plan Shares subject to that Option must be at least 110% of the Fair
Market Value of those Plan Shares at the time the Option is granted, and the
Option must not be exercisable after the expiration of five years from the date
of its grant.

         4.6     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 deems appropriate.

                                   ARTICLE V
                           NONQUALIFIED STOCK OPTIONS

         5.1     OPTION TERMS AND CONDITIONS.  The terms and conditions of
Options granted under this Article 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.

         5.2     OUTSIDE DIRECTOR OPTION TERMS AND CONDITIONS.  Each Outside
Director shall be granted an Option to purchase seven thousand (7,000) shares
of Common Stock on March 14, 1996.  Each Outside Director shall be granted an
Option to purchase seven thousand (7,000) shares of Common Stock on the date of
commencement of each regular annual stockholders' meeting beginning with the
1997 Annual Stockholder's meeting.  Each Option granted under this Section 5.2
shall vest ratably at the rate of twenty percent (20%) per year on each
anniversary of the date of grant of the Option, provided that the Optionee is a
Director on such date.  Notwithstanding the preceding sentence, each Option
granted under this Section 5.2 shall vest if the Outside Director dies while
serving as an Outside Director, or ceases to serve as an Outside Director as a
result of Retirement or Disability as provided in Section 3.4(b).  Each Option





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granted to an Outside Director shall expire ten (10) years from the date of
grant, subject to early termination as provided elsewhere in the Plan.

         5.3     DURATION OF OPTIONS.  Each Option granted to an Employee or
Advisor under this Article and all rights thereunder will expire on the date
determined by the Committee, but in no event will any Option granted under this
Article expire later than 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.

         5.4     PURCHASE PRICE.  The purchase price for Plan Shares 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.

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

                                   ARTICLE VI
                                RESTRICTED STOCK

         6.1     TERMS AND CONDITIONS.  Each Restricted Stock Grant confers
upon the  recipient thereof the right to receive a specified number of shares
of Common Stock of the Company in accordance with the terms and conditions of
each Participant's individual written agreement as set forth in Section 6.2.
The general terms and conditions of the Restricted Stock awards shall be as
follows:

                 (a)      Any shares of Common Stock awarded hereunder to a
         Participant shall be restricted for a period of time to be determined
         by the Committee for each participant at the time of the Award, which
         period shall be not less than one year or more than ten years.  The
         restrictions shall prohibit the sale, assignment, transfer, pledge or
         other encumbrance of such shares, and will provide for possible
         reversion thereof to the Company in accordance with subparagraph (b)
         during the period of restriction.

                 (b)      All Restricted Stock awarded under this Plan to a
         Participant shall be forfeited and returned to the Company in the
         event the Participant ceases to be employed by, serve as a Director
         of, or serve as an Advisor to the Company or one of its Subsidiaries
         prior to the expiration of the period of restriction, unless the
         Participant's termination of employment is due to his or her death,
         Disability or Retirement.  An Employee or Advisor who continues to be
         a Director shall not be deemed to have terminated employment or
         service.

                 (c)      In the event of a Participant's death or Disability,
         the restrictions under subparagraph (a) will lapse with respect to all
         Restricted Stock awarded to the Participant





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         under this Plan prior to any such event, and the shares of Common
         Stock involved shall cease to be Restricted Stock within the meaning
         of this Plan and shall no longer be subject to forfeiture to the
         Company pursuant to subparagraph (b).

                 (d)      In the event of a Participant's Retirement, the
         restrictions under subparagraph (a) shall continue to apply unless the
         Committee in its discretion shall shorten the restriction period.

                 (e)      Stock certificates issued with respect to awards of
         Restricted Stock made under this Plan shall be registered in the name
         of the Participant, but shall be delivered by him or her to the
         Company together with a stock power endorsed in blank.  Each such
         certificate shall bear the following legend:

                          "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
                          SUBJECT TO FORFEITURE, RESTRICTIONS ON TRANSFER AND
                          CERTAIN OTHER TERMS AND CONDITIONS SET FORTH IN THE
                          CRESCENT REAL ESTATE EQUITIES, INC.  1995 STOCK
                          INCENTIVE PLAN AND THE AGREEMENT BETWEEN THE
                          REGISTERED OWNER OF THE SHARES REPRESENTED BY THIS
                          CERTIFICATE AND CRESCENT REAL ESTATE EQUITIES, INC.
                          ENTERED INTO PURSUANT TO SUCH PLAN."

                 (f)      Upon the lapse of a restriction period as determined
         pursuant to subparagraph (a), the Company will return the stock
         certificates representing the shares with respect to which the
         restriction has lapsed to the Participant or his or her legal
         representative, and pursuant to the instruction of the Participant or
         his or her legal representative will issue a certificate for such
         shares which does not bear the legend set forth in subparagraph (e).

                 (g)      Any other securities or assets (other than ordinary
         cash dividends) which are received by a Participant with respect to
         Restricted Stock awarded to him, which is still subject to
         restrictions provided for in subparagraph (a), will be subject to the
         same restrictions and shall be delivered by the Participant to the
         Company as provided in subparagraph (e).

                 (h)      From the time of grant of the Restricted Stock Award,
         the Participant shall be entitled to exercise all rights attributable
         to the Restricted Stock, subject to forfeiture of such rights and the
         stock as provided in subparagraph (b).

         6.2     INDIVIDUAL AGREEMENTS.  Each Participant receiving an Award of
Restricted Stock under this Article will be required to enter into a written
Restricted Stock Agreement with the Company.  In such Restricted Stock
Agreement, the Participant will agree to be bound by the terms and conditions
of the Plan and such other matters as the Committee deems appropriate.





                                      -11-
<PAGE>   12
                                  ARTICLE VII
                   OUTSIDE DIRECTOR STOCK-FOR-FEES ELECTIONS

         7.1     OUTSIDE DIRECTOR STOCK-FOR-FEES ELECTION.  Each Outside
Director shall be permitted to receive Director's Fees in the form of Common
Stock rather than cash in accordance with the following provisions:

                 (a)      Each Outside Director shall have the right to elect
         to receive one-half or all of such Outside Director's Fees in the form
         of Common Stock rather than cash by tendering an irrevocable written
         election to the Secretary of the Company pursuant to which all
         Director's Fees otherwise payable to the Outside Director shall be
         paid in the form of Common Stock as provided in (b) below.  Such
         election shall become effective six (6) months after its delivery to
         the Secretary of the Company by the Outside Director.  Such election
         shall remain in effect until the earlier of (i) the date six (6)
         months after such Outside Director shall have delivered to the
         Secretary of the Company irrevocable written notice that his or her
         election to receive Common Stock shall cease as of the date six months
         following delivery of the notice, or (ii) the date on which such
         Outside Director terminates as a member of the Board of Directors by
         reason of resignation, non-reelection, death, or disability.  Any
         Outside Director who having terminated an election to receive Common
         Stock or having failed to elect to receive Common Stock rather than
         cash may elect to receive Director's Fees in the form of Common Stock
         as of the date six (6) months following delivery of irrevocable
         written notice of such election to the Secretary of the Company.  An
         Outside Director who does not elect to have Director's Fees paid in
         Common Stock shall receive his or her remuneration in cash at such
         times that such remuneration is otherwise due.

                 (b)      If an Outside Director elects to receive payment of
         Director's Fees in the form of Common Stock, such Common Stock shall
         be issued as soon as practicable after the annual meeting of
         shareholders or meeting of the Board or Committee of the Board to
         which such remuneration relates.  The number of shares of Common Stock
         to be issued to such Outside Director shall be determined by dividing:

                 (i)      the remuneration otherwise payable to the Outside
         Director, by

                 (ii)     ninety percent (90%) of the Fair Market Value of the
         Company's Common Stock on the determination date on the rounding up or
         down any fractional share to the nearest whole share.

         The determination date shall be the date that the relevant payment of
Director's Fees is payable.

                 (c)      Shares of Common Stock issued under this Article VII
         shall be free of any restrictions except for restrictions applicable
         under the Exchange Act.





                                      -12-
<PAGE>   13
         7.2     INCOME TAX.  Each Outside Director who elects to receive
Director's Fees in the form of Common Stock rather than cash shall be
responsible for payment of federal, state, and local income taxes on the Fair
Market Value of such Common Stock.

                                  ARTICLE VIII
                     TERMINATION, AMENDMENT AND ADJUSTMENT

         8.1     TERMINATION AND AMENDMENT.  The Plan will terminate on June
11, 2005.  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 8.1, the Committee may at any time amend or revise
the terms of the Plan, including the form and substance of the Option
Agreements and Restricted Stock Agreements to be used in connection herewith;
provided that, without shareholder approval, no amendment or revision may (i)
increase the maximum aggregate number of Plan Shares, except as permitted under
Section 1.5 and Section 8.2, (ii) change the minimum purchase price for shares
under Article IV or Article V or (iii) permit the granting of an Award to
anyone other than as provided in the Plan; and provided further that, without
shareholder approval, 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.

         8.2     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 of 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 and kind of Plan Shares as to which Awards 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 or
shares of Restricted Stock with respect to which restrictions have not yet
lapsed prior to any such change.  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 share purchasable under the Option.  Any new or additional or
different class of securities that are distributed to a Participant in his
capacity as the owner of Restricted Stock as granted hereunder shall be
considered to be Restricted Stock and shall be subject to all of the conditions
and restrictions provided herein applicable to Restricted Stock.  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.





                                      -13-
<PAGE>   14
                                  ARTICLE  IX
                                 MISCELLANEOUS

         9.1     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 or any of its Subsidiaries, nor will the Plan preclude
the Company or any of its Subsidiaries from establishing any other forms of
incentive or other compensation for Employees.

         9.2     PLAN BINDING ON SUCCESSORS.  The Plan will be binding upon the
successors and assigns of the Company and any of its Subsidiaries that adopt
the Plan.

         9.3     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.

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

                                   ARTICLE X
                                  DEFINITIONS

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

         10.1    "Advisor" means any person performing advisory or consulting
services for the Company or any Subsidiary of the Company, with or without
compensation, to whom the Company chooses to grant Options in accordance with
the Plan, provide that bona fide services must be rendered by such person and
such services shall not be rendered in connection with the offer or sale of
securities in a capital raising transaction.

         10.2    "Award" means a grant of Options under Articles IV and V of
the Plan or an Award of Restricted Stock under Article VI of the Plan.

         10.3    "Board" means the Board of Directors of the Company.

         10.4    "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 Company 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
Company up to ridicule in the community, conduct disloyal to the Company,
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
Schedules I-V of the Federal Comprehensive Drug Abuse Prevention Control Act of
1970, as amended.

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





                                      -14-
<PAGE>   15
         10.6    "Committee" shall have the meaning set forth in Section 2.1.

         10.7    "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.

         10.8    "Company" means Crescent Real Estate Equities, Inc., a
Maryland corporation, or upon consummation of the contemplated reorganization
of Crescent Real Estate Equities, Inc., Crescent Real Estate Equities Trust, a
Texas trust organized under the Texas Real Estate Investment Trust Act, as
amended.

         10.9    "Director" means a member of the Board of Directors of the
Company.

         10.10   "Director's Fees" means the remuneration otherwise payable to
an Outside Director as an annual retainer and for attending meetings of the
Board and meetings of the committees of the Board.

         10.11   "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.

         10.12   "Effective Date" means June 12, 1995, or, if later, the date
on which an amendment to  this Plan is approved by the shareholders of the
Company in accordance with the provisions of Sections 162(m) and 422 of the
Code and Rule 16b-3 under the Exchange Act.

         10.13   "Employee" means an officer or other employee of the Company
or of any of its subsidiaries that adopt the Plan, as defined under Section
3401(c) of the Code and the regulations promulgated thereunder.

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

         10.15   "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         10.16   "Fair Market Value" means such value as will be determined by
the Committee on the basis of such factors as it deems appropriate; provided
that if 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.





                                      -15-
<PAGE>   16
         10.17   "Incentive Stock Option" means an Option granted under 
Article IV.

         10.18   "Nonqualified Stock Option" means an Option granted under
Article V.

         10.19   "Option" means an Incentive Stock Option or a Nonqualified
Stock Option granted under the Plan.

         10.20   "Option Agreement" means an agreement between the Company and
a Participant with respect to one or more Options.

         10.21   "Outside Director" means a Director who is not an Employee of
the Company or a Subsidiary.

         10.22   "Participant" means an Employee, Director or Advisor to whom
an Award has been granted hereunder.

         10.23   "Plan" means the 1995 Crescent Real Estate Equities, Inc.
Stock Incentive Plan, as amended from time to time.

         10.24   "Plan Shares" means shares of Common Stock issuable pursuant
to the Plan.

         10.25   "Reporting Participant" means a Participant who is subject to
the reporting requirements of Section 16 of the Exchange Act.

         10.26   "Restricted Stock" means an Award of Common Stock granted
under Article VI.

         10.27   "Restricted Stock Agreement" means an agreement between the
Company and a Participant with respect to an Award of Restricted Stock.

         10.28   "Retirement" means termination of employment or service as a
Director on or after the date on which a Participant attains age 70.

         10.29   "Securities Act" means the Securities Act of 1933, as amended.

         10.30   "Subsidiary" means a subsidiary corporation of the Company, as
defined in Section 424(f) of the Code.

         10.31   "Unit" means a unit of ownership interest in the Crescent Real
Estate Equities Limited Partnership, which is exchangeable on a one-for-one
basis for shares of Common Stock, or, at the option of the Company, the cash
equivalent thereof.





                                      -16-