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EXHIBIT 4.1




AMENDMENT TO

SHAREHOLDER RIGHTS AGREEMENT




     Amendment, dated as of October 4, 2004 (the “Amendment”), to the
Shareholder Rights Agreement, dated as of December 14, 1998 (the “Rights
Agreement”), between Summit Properties Inc., a Maryland corporation (the
“Company”), and Wachovia National Bank (formerly known as First Union National
Bank) (the “Rights Agent”).



WITNESSETH




     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may,
prior to a Section 11(a)(ii) Event (as defined in the Rights Agreement),
supplement or amend the Rights Agreement without the approval of any holders of
certificates representing shares of common stock of the Company; and



     WHEREAS, the Company now desires to amend the Rights Agreement as set
forth in this Amendment, and pursuant to Section 27 of the Rights Agreement,
the Company hereby directs that the Rights Agreement should be amended as set
forth in this Amendment.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:



     1. Amendments to Section 1.



          (a) Section 1 of the Rights Agreement is hereby amended by adding the
following definitions:




	 	(i)	 	“Merger” shall have the meaning set forth
in the Merger Agreement.
	 
	 	(ii)	 	“Merger Agreement” shall mean the Agreement and
Plan of Merger, dated as of October 4, 2004, by and among
the Company, Camden Property Trust, a Texas real estate
investment trust (“Parent”) and Camden Sparks, Inc., a
Delaware corporation and a wholly owned subsidiary of
Parent (“MergerCo”).




          (b) The definition of “Acquiring Person” in Section 1(a) of the Rights
Agreement is hereby amended by inserting the following sentence at the end
thereof:




“Notwithstanding the foregoing or any other provision of
this Agreement to the contrary, neither (i) the execution
and delivery of the Merger Agreement nor (ii) the
consummation of the Merger shall be deemed to result in
Parent, MergerCo or any other Person becoming an Acquiring
Person.”



 









 





     2. Amendment to Section 3(a). Section 3(a) of the Rights Agreement is hereby
amended to add the following sentence at the end thereof:




“Notwithstanding anything in this Agreement to the
contrary, a Distribution Date shall not be deemed to have
occurred as a result of (i) the execution and delivery of
the Merger Agreement or (ii) the consummation of the
Merger.”



     3. Amendment to Section 7(a). The first sentence of Section 7(a) of the Rights
Agreement is hereby amended to read as follows:




“(a) Subject to Section 7(e) hereof, the registered holder
of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or
in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly
executed, to the Rights Agent at the office or offices of
the Rights Agent designated for such purpose, together
with payment of the aggregate Exercise Price for the total
number of one ten-thousandths of a share of Preferred
Stock (or other securities, cash or other assets, as the
case may be) as to which such surrendered Rights are then
exercised, at or prior to the earlier of (i) the Close of
Business on the tenth anniversary of the Record Date (the
“Final Expiration Date”), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof,
(iii) the time at which such Rights are exchanged as
provided in Section 24 hereof and (iv) the Effective Time
(as defined in the Merger Agreement) (the earlier of (i),
(ii), (iii) or (iv) being herein referred to as the
“Expiration Date”).”



     4. Termination of Amendment. Upon the termination of the Merger Agreement in
accordance with its terms and without any further action on the part of any of
the parties hereto, as of the date of such termination, this Amendment shall
become null and void and of no further force or effect.



     5. Effectiveness. This Amendment shall be deemed effective as of the date
first set forth above, as if executed on such date, but in any event
immediately prior to the execution of the Merger Agreement. Except as
expressly set forth herein, this Amendment shall not by implication or
otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect and shall be otherwise unaffected.



     6. Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Maryland and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts to
be made and performed entirely within such state.



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     7. Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall for all purposes be deemed an original, and all of which
together shall constitute but one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Shareholder Rights Agreement to be duly executed as of the day and year first
above written.



	 	 	 	 	 	 	 
	 
	 	 	 	SUMMIT PROPERTIES INC.
	 
	 	 	 	 	 	 
	Attest:

	 	/s/ Laura A. Austin	 	By:	 	/s/ Michael G. Malone
	

	 	
 
	 	 	
 
	Name:

	 	Laura A. Austin	 	 	Name: 	Michael G. Malone
	

	 	 	 	 	Title: 	Senior Vice President and General Counsel
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	WACHOVIA NATIONAL BANK (formerly known as
First Union National Bank),
as Rights Agent
	 
	 	 	 	 	 	 
	Attest:

	 	/s/ Frances S. Beam	 	By:	 	/s/ Anthony G. Adams
	

	 	
 
	 	 	
 
	Name:

	 	Frances S. Beam	 	 	Name:	Anthony G. Adams
	

	 	 	 	 	Title:	Corporate Trust Officer








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