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EXHIBIT 10.1




VOTING AGREEMENT




     This VOTING AGREEMENT (this “Agreement”) is entered into on October 4,
2004 by and between Camden Property Trust, a Texas real estate investment trust
(“Parent”), and the undersigned limited partners (each a “Limited Partner” and,
collectively, the “Limited Partners”) of Summit Properties Partnership, L.P., a
Delaware limited partnership (“Limited Partnership”).



     WHEREAS, Summit Properties Inc., a Maryland corporation (the “Company”),
is the general partner of the Partnership;



     WHEREAS, pursuant to an Agreement and Plan of Merger dated of even date
herewith (the “Merger Agreement”) among Parent, Camden Sparks, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the
Company, the Company will be merged with and into Merger Sub (the “Merger”)
(all capitalized terms used but not defined herein shall have the meanings set
forth in the Merger Agreement);



     WHEREAS,
the Limited Partner owns beneficially and of record                                       units of
limited partnership interest (the “OP Units”) and, to induce Parent to enter
into the Merger Agreement, the Limited Partner has agreed to enter into this
Agreement.



     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Disposition of Units. Subject to the automatic early termination of
this Agreement pursuant to Section 5 hereof, the Limited Partner agrees, for
the period from the date hereof through the first to occur of the following:
(i) the date on which the Merger is consummated, (ii) the date on which the
Merger Agreement is terminated (or terminates by operation of its provisions)
pursuant to Article VIII of the Merger Agreement, or (iii) the date on which
the Company, orally or in writing, states to Parent or the Merger Sub its
intention to terminate the Merger Agreement (such earliest period hereinafter
referred to as the “Term”), that the Limited Partner, except as contemplated
hereby, (a) will not directly or indirectly sell, transfer, pledge, encumber,
assign or otherwise dispose of, or enter into any contract, option or other
agreement with respect to the sale, transfer, pledge, encumbrance, assignment
or other disposition of any OP Units now owned or hereafter acquired by the
Limited Partner, except for transfers approved in writing by Parent, (b) grant
any proxies, deposit the OP Units into a voting trust or enter into a voting
agreement with respect to any OP Units, or (c) take any action that would have
the effect of preventing or disabling the Limited Partner from performing its
obligations under this Agreement.



     2. Voting. The Limited Partner agrees during the Term to cast all votes
attributable to the OP Units now and hereafter beneficially owned by the
Limited Partner at any annual or special meeting of partners of the
Partnership, including any adjournments or postponements thereof, or pursuant
to any written consent of the partners of the Partnership, in favor of (a) the
adoption of the Second Amended and Restated Agreement of Limited Partnership of
Summit



 









 





Properties Partnership, L.P. in the form attached as Exhibit B to the
Merger Agreement, (b) the transfer of the Company’s general partner interest in
the Partnership to Merger Sub as a result of the Merger, and (c) any other
matter relating thereto that counsel to Parent and counsel to the Company
mutually agree is necessary in order to obtain the required consent of the
limited partners of the Partnership.



     3. Representations and Warranties. The Limited Partner represents and
warrants to Parent and Merger Sub that the OP Units set forth above are the
only OP Units owned beneficially or of record by the Limited Partner or over
which the Limited Partner exercises voting control.



     4. Indemnification.




     (a) In the event of any threatened or actual claim, action, suit,
demand, proceeding or investigation, whether civil, criminal or
administrative, arising out of or relating to the negotiation or
execution of this Agreement or the performance of the Limited Partner’s
obligations hereunder, Parent shall fully indemnify and hold harmless, as
and to the fullest extent permitted by applicable law, the Limited
Partner against any and all losses, claims, damages, liabilities, costs,
expenses (including, without limitation, reasonable attorneys’ fees and
expenses), judgments, fines and amounts paid in defending and in
settlement of any such threatened or actual claim, action, suit, demand,
proceeding or investigation (“Indemnifiable Amounts”). In the event of
any such threatened or actual claim, action, suit, demand, proceeding or
investigation, (A) Parent shall promptly pay expenses in advance of the
final disposition of any claim, action, suit, demand, proceeding or
investigation to the Limited Partner to the fullest extent permitted by
law within 30 days after statements (or other reasonable documentation)
therefor are received, (B) the Limited Partner may retain counsel
satisfactory to him to defend him in any such claim, action, suit,
demand, proceeding or investigation, and Parent shall pay all reasonable
fees and expenses of such counsel within 30 days after statements
therefor are received, (C) Parent shall promptly pay Indemnified Amounts
(other than those covered in clauses (A) and (B)) within 30 days of
statements (or other reasonable documentation) therefor are received, and
(D) Parent will use its best efforts to vigorously assist the Limited
Partner in his defense of any such matter. If the Limited Partner wishes
to claim indemnification under this Section 4, upon learning of any such
claim, action, suit, demand, proceeding or investigation, he shall
promptly notify Parent thereof. However, the failure to so notify Parent
shall not affect the obligations of Parent except to the extent, if any,
such failure to promptly notify materially and adversely prejudices such
party.




     (b) The rights to payment of Indemnifiable Amounts and advancement
of the expenses provided by this Agreement shall be in addition to, but
not exclusive of, any other rights which the Limited Partner may have at
any time under applicable law, or any other agreement, vote of limited
partners, stockholders or directors (or a committee of directors), or
otherwise. To the extent that a change in law or other applicable law or
regulation (whether by statute or judicial decision) shall permit broader
indemnification or advancement of expenses than is provided under the
terms of this Agreement, the



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Limited Partner shall be entitled to such broader indemnification
and advancements, and this Agreement shall be deemed to be amended to
such extent.



     5. Early Termination. Sections 1 and 2 of this Agreement shall
automatically terminate without any further action on the part of the Limited
Partner, Parent or any other person or entity if a bona fide Acquisition
Proposal has been made and the Company Board determines in good faith to
consider whether such Acquisition Proposal is reasonably likely to lead to a
Superior Proposal.



     6. Understanding of this Agreement. The Limited Partner has carefully
read this Agreement and has discussed its requirements, to the extent the
Limited Partner believes necessary, with its counsel (which may be counsel to
the Company). The Limited Partner understands that Parent and Merger Sub will
be proceeding in reliance upon this Agreement.



     7. Descriptive Headings. The descriptive headings herein are inserted for
convenience only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.



     8. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed and delivered shall be an original, but all of such
counterparts shall together constitute one and the same instrument.



     9. Entire Agreement; Assignment. This Agreement (i) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties hereto with respect to the subject matter
hereof and (ii) shall not be assigned by operation of law or otherwise.



     10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.



     11. Consent to Jurisdiction. Each of Parent and the Limited Partner
hereby irrevocably and unconditionally consents to submit to the sole and
exclusive jurisdiction of the courts of the State of North Carolina or any
court of the United States located in the State of North Carolina (the “North
Carolina Courts”) for any litigation arising out of or relating to this
Agreement, or the negotiation, validity or performance of this Agreement, or
the transactions contemplated hereby (and agrees not to commence any litigation
relating thereto except in such courts), waives any objection to the laying of
venue of any such litigation in the North Carolina Courts and agrees not to
plead or claim in any North Carolina Court that such litigation brought therein
has been brought in any inconvenient forum. Each of the parties hereto agrees,
(a) to the extent such party is not otherwise subject to service of process in
the State of North Carolina, to appoint and maintain an agent in the State of
North Carolina as such party’s agent for acceptance of legal process, and (b)
that service of process may also be made on such party by prepaid certified
mail with a proof of mailing receipt validated by the United States Postal
Service constituting evidence of valid service. Service made pursuant to (a)
or (b) above shall have the same legal force and effect as if served upon such
party personally within the State of North Carolina.



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     12. Specific Performance. The parties hereto agree that if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage would occur, no
adequate remedy at law would exist and damages would be difficult to determine,
and that the parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.



     13. Parties in Interest. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person or
persons any rights, benefits or remedies of any nature whatsoever under or by
reason of this Agreement.



     14. Amendment; Waivers. This Agreement shall not be amended, altered or
modified except by an instrument in writing duly executed by each of the
parties hereto. No delay or failure on the part of any party hereto in
exercising any right, power or privilege under this Agreement shall impair any
such right, power or privilege or be construed as a waiver of any default or
any acquiescence thereto. No single or partial exercise of any such right,
power or privilege shall preclude the further exercise of such right, power or
privilege, or the exercise of any other right, power or privilege. No waiver
shall be valid against any party hereto, unless made in writing and signed by
the party against whom enforcement of such waiver is sought, and then only to
the extent expressly specified therein.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, or have caused this Agreement to be duly executed and delivered
in their names and on their behalf as of the date first written above.



	 	 	 	 	 
	 	 	CAMDEN PROPERTY TRUST
	 
	 	 	 	 
	

	 	By:
	 	/s/ Richard J. Campo
	

	 	 	 	

	 	 	Name: Richard J. Campo
	 	 	Title: Chief Executive Officer
	 
	 	 	 	 
	 	 	LIMITED PARTNERS:
	 
	 	 	 	 
	 	 	/s/ William B. McGuire, Jr.
	 	 	

	 	 	William B. McGuire, Jr.
	 
	 	 	 	 
	 	 	/s/ William F. Paulsen
	 	 	

	 	 	William F. Paulsen