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Exhibit 3.02
 FOURTH AMENDED AND RESTATED BYLAWS
OF
CRESCENT REAL ESTATE EQUITIES COMPANY
 December 15, 2005




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ARTICLE I  OFFICES AND RECORDS
    
    
    1Section 1.1 - Principal Office
    
    
    1Section 1.2 - Additional Offices
    
    
    1Section 1.3 - Books and Records
    
    
    1ARTICLE II  SHAREHOLDERS
    
    
    1Section 2.1 - Annual Meeting
    
    
    1Section 2.2 - Special Meetings
    
    
    2Section 2.3 - Place of Meeting
    
    
    3Section 2.4 - Notice of Meeting
    
    
    3Section 2.5 - Meeting Without Notice; Waiver of Notice
    
    
    3Section 2.6 - Quorum
    
    
    4Section 2.7 - Adjournment
    
    
    4Section 2.8 - Proxies
    
    
    4Section 2.9 - Notice of Shareholder Business and Nominations
    
    
    5A. Annual Meeting of Shareholders
    
    
    5B. Special Meetings of Shareholders
    
    
    7C. General
    
    
    8Section 2.10 - Procedure for Election of Trust Managers
    
    
    9Section 2.11 - Vote of Shareholders
    
    
    9Section 2.12 - Opening and Closing the Polls
    
    
    10Section 2.13 - Inspectors
    
    
    10Section 2.14 - Informal Action
    
    
    10ARTICLE III  BOARD OF TRUST MANAGERS
    
    
    11Section 3.1 - General Powers
    
    
    11Section 3.2 - Number, Tenure and Qualifications
    
    
    11Section 3.3 - Composition of the Board of Trust Managers
    
    
    12Section 3.4 - Regular Meetings
    
    
    12Section 3.5 - Special Meetings
    
    
    12Section 3.6 - Notice
    
    
    13Section 3.7 - Quorum
    
    
    14Section 3.8 - Participation By Conference Telephone
    
    
    14Section 3.9 - Presumption of Assent
    
    
    14
 
       Section 3.10 - Adjournments
    
    
    15Section 3.11 - Action by Board Consent
    
    
    15Section 3.12 - Vacancies
    
    
    15Section 3.13 - Removal
    
    
    16Section 3.14 - Committees
    
    
    16ARTICLE IV  OFFICERS
    
    
    20Section 4.1 - Categories of Officers
    
    
    20Section 4.2 - Election and Term of Office
    
    
    20Section 4.3 - Chief Executive Officer
    
    
    21Section 4.4 - President
    
    
    21Section 4.5 - Vice Presidents
    
    
    22Section 4.6 - Secretary
    
    
    22Section 4.7 - Treasurer
    
    
    22Section 4.8 - Removal
    
    
    23Section 4.9 - Salaries
    
    
    23Section 4.10 - Vacancies
    
    
    24Section 4.11 - Resignations
    
    
    24ARTICLE V  SHARE CERTIFICATES AND TRANSFERS
    
    
    24Section 5.1 - Share Certificates
    
    
    24Section 5.2 - Record Date and Closing of Transfer Books
    
    
    25Section 5.3 - Registered Shareholders
    
    
    26Section 5.4 - Lost Certificates
    
    
    26ARTICLE VI  MISCELLANEOUS PROVISIONS
    
    
    28Section 6.1 - Fiscal Year
    
    
    28Section 6.2 - Dividends
    
    
    28Section 6.3 - Seal
    
    
    28Section 6.4 - Execution of Written Instruments
    
    
    28Section 6.5 - Signing of Checks and Notes
    
    
    28Section 6.6 - Voting of Securities Held in Other Entities
    
    
    29Section 6.7 - Indemnification and Insurance
    
    
    29A. Definitions
    
    
    29B. Indemnification
    
    
    30
 
       C. Successful Defense
    
    
    30D. Determinations
    
    
    31E. Advancement of Expenses
    
    
    32F. Enforcement
    
    
    32G. Procedure Upon a Change in Control
    
    
    33H. Employee Benefit Plans
    
    
    33I. Authorization to Purchase Insurance
    
    
    34J. Other Indemnification and Insurance
    
    
    34K. Notice
    
    
    35L. Construction
    
    
    35M. Continuing Offer, Reliance, Etc.
    
    
    35N. Indemnification of Shareholders
    
    
    36O. Authority to Further Indemnify
    
    
    36P. Effect of Amendment
    
    
    36ARTICLE VII  AMENDMENTS
    
    
    36
 
       FOURTH AMENDED AND RESTATED BYLAWS
OF
CRESCENT REAL ESTATE EQUITIES COMPANY
 Organized under the Laws of the State of Texas
 ARTICLE I
 OFFICES AND RECORDS
 Section 1.1 Principal Office.
 Section 1.2 Additional Offices.
 Section 1.3 Books and Records. provided however
 ARTICLE II
 SHAREHOLDERS
 Section 2.1 Annual Meeting.
 1




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Section 2.2 Special Meetings.
 2




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Section 2.3 Place of Meeting.
 Section 2.4 Notice of Meeting.
 Section 2.5 Meeting Without Notice; Waiver of Notice.
 3




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Section 2.6 Quorum.
 Section 2.7 Adjournment.
 Section 2.8 Proxies.
 4




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Section 2.9 Notice of Shareholder Business and Nominations.
 A. Annual Meeting of Shareholders.
   5




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provided however
 6




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B. Special Meetings of Shareholders.
 7




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C. General.
    8




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Section 2.10 Procedure for Election of Trust Managers. viva voce viva voce
 Section 2.11 Vote of Shareholders.
 9




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Section 2.12 Opening and Closing the Polls.
 Section 2.13 Inspectors. prima facie
 Section 2.14 Action by Shareholder Consent.
 10




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ARTICLE III
 BOARD OF TRUST MANAGERS
 Section 3.1 General Powers.
 Section 3.2 Number, Tenure and Qualifications. ;
 11




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rd
 Section 3.3 Composition of the Board of Trust Managers.
 Section 3.4 Regular Meetings.
 Section 3.5 Special Meetings.
 12




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Section 3.6 Notice.
 13




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Section 3.7 Quorum. provided however
 Section 3.8 Participation By Conference Telephone.
 Section 3.9 Presumption of Assent.
 14




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Section 3.10 Adjournments.
 Section 3.11 Action by Board Consent.
 Section 3.12 Vacancies.
 15




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Section 3.13 Removal.
 Section 3.14 Committees.
  16




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17




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(1)
    
    An Audit Committee, which shall consist solely of Independent Trust Managers
(as defined below). The Audit Committee shall be solely responsible for the engagement
and termination of independent public accountants and shall be directly responsible for
the appointment, compensation, retention and oversight of independent public
accountants. The Audit Committee shall review with the independent public accountants
the plans and results of each audit engagement, approve professional services provided
by the independent public accountants, review the independence of the independent
public accountants, consider the range of audit and non-audit fees and review the
adequacy of the Companys internal accounting controls. The Audit Committee shall have
such other or additional powers as may be approved by the Board of Trust Managers by
resolution.(2)
    
    An Executive Compensation Committee, which shall determine compensation for the
Companys executive officers and shall administer any share incentive or other
compensation plans adopted by the Company. The Executive Compensation Committee shall
have such other or additional powers as may be approved by the Board of Trust Managers
by resolution.(3)
    
    A Governance Committee, which shall, among other things, (i) identify
individuals qualified to become trust managers, (ii) recommend to the Board the
nominees for trust manager, (iii) develop and recommend to the Board corporate
governance policies, principles and procedures applicable to the Company, (iv) acquire
and
 18




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19




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ARTICLE IV
 OFFICERS
 Section 4.1 Categories of Officers.
 Section 4.2 Election and Term of Office.
 20




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Section 4.3 Chief Executive Officer.
 Section 4.4 President.
 21




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Section 4.5 Vice Presidents.
 Section 4.6 Secretary.
 Section 4.7 Treasurer.
 22




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Section 4.8 Removal.
 Section 4.9 Salaries.
 23




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Section 4.10 Vacancies.
 Section 4.11 Resignations.
 ARTICLE V
 SHARE CERTIFICATES AND TRANSFERS
 Section 5.1 Share Certificates.
 24




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Section 5.2 Record Date and Closing of Transfer Books.
  25




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Section 5.3 Registered Shareholders.
  Section 5.4 Lost Certificates.
 26




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ARTICLE VI
 MISCELLANEOUS PROVISIONS
 Section 6.1 Fiscal Year.
 Section 6.2 Dividends.
 Section 6.3 Seal.
 Section 6.4 Execution of Written Instruments.
 Section 6.5 Signing of Checks and Notes.
 27




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Section 6.6 Voting of Securities Held in Other Entities.
 Section 6.7 Indemnification and Insurance.
 A. Definitions.
 (1) Company
 (2) Indemnitee
 28




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(3) Official Capacity
 (4) Proceeding
 B. Indemnification.
 29




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provided however
 C. Successful Defense.
 30




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D. Determinations.
 31




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E. Advancement of Expenses.
 F. Enforcement.
 32




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G. Procedure Upon a Change in Control.
 H. Employee Benefit Plans.
 33




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I. Authorization to Purchase Insurance.
 J. Other Indemnification and Insurance.
 34




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K. Notice.
 L. Construction.
 M. Continuing Offer, Reliance, Etc.
 35




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N. Indemnification of Shareholders.
 O. Authority to Further Indemnify.
 P. Effect of Amendment.
 ARTICLE VII
 AMENDMENTS
  36




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provided however
 37