SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP

SECOND AMENDMENT
TO THE FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP

THIS SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, dated as of May 18, 2007, is entered into by Crescent Real Estate Equities, Ltd., a Delaware corporation, on its own behalf as sole general partner (the “General Partner”) of Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the “Partnership”), and as attorney-in-fact for each of the existing limited partners (the “Limited Partners”) of the Partnership, pursuant to Sections 2.4 and 14.1.B of the Fourth Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of April 30, 2006, as amended by the First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated April 16, 2007 (hereinafter referred to collectively as the “Effective Agreement”) and as attorney-in-fact for Xxxx Xxxxx as provided in a separate Grant Agreement for Partnership Units and Partnership Interest entered into between the Partnership and Xxxx Xxxxx.

WITNESSETH:

WHEREAS, the Partnership was formed pursuant to that certain Certificate of Limited Partnership dated February 9, 1994 and filed on February 9, 1994 in the office of the Secretary of State of Delaware, and that certain Agreement of Limited Partnership dated as of February 9, 1994 (the “Initial Agreement”);

WHEREAS, the Initial Agreement, as amended, was amended and restated in its entirety by that certain First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of May 5, 1994 (the “First Amended Agreement”), which First Amended Agreement, as amended, was amended and restated in its entirety by that certain Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of November 1, 1997 (the “Second Amended Agreement”),which Second Amended Agreement, as amended, was amended and restated in its entirety by that certain Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of January 2, 2003 (the “Third Amended Agreement”);

WHEREAS, the Third Amended Agreement, as amended, was amended and restated in its entirety by the Effective Agreement;

WHEREAS, the individuals (hereinafter referred to as the “Stock Option Exercising Parties”) set forth in the following table (the “Stock Option Exercise Table”) exercised options to purchase REIT Shares for the respective number of shares, on the respective date, pursuant to the respective stock option plan and for which Crescent Equities shall receive credit for the respective Capital Contribution to the Partnership indicated opposite each such individual’s name:


			Number of
			REIT Shares			Capital
Individual	Exercise Date		Purchased		Stock Option Plan	Contribution

Xxxxxxxx Xxxxxx		01/05/07		12,800	1995 Plan	$	244,224.00

Xxxxxxxx Xxxxxx		01/12/07		3,200	1995 Plan	$	63,808.00

Xxxx Xxxx, Xx.		02/01/07		2,740	1995 Plan	$	55,759.00

Xxxxx Xxxxxx		02/01/07		10,160	1995 Plan	$	206,756.00

Xxxxx Xxxxxx		02/21/07		5,000	1995 Plan	$	102,950.00

Xxxx Xxxxxx		04/05/07		5,800	1995 Plan	$	118,378.00

Xxxxxxxx Xxxxxxx		04/17/07		3,200	1995 Plan	$	66,368.00

Xxxxxx Xxxx Xxxxxxxxx XxXxxxxxxx		04/23/07		4,700	1995 Plan	$	97,431.00
Xxxxx Xxxxxxx		05/3/07		7,000	1995 Plan	$	144,060.00

Xxxxxx Xxxxxx		05/18/07		3,000	1995 Plan	$	62,250.00

WHEREAS, on January 26, 2007, Xxxxxxxx Xxxx exercised an option to purchase a Partnership Interest including 1,878.5 Partnership Units under the 1995 Crescent Real Estate Equities Limited Partnership Unit Incentive Plan and immediately exercised Exchange Rights with respect to the 1,878.5 Partnership Units;

WHEREAS, Xxxxxx X. Xxxxxxx exercised his Exchange Rights with respect to the following Partnership Units: 10,000 Partnership Units on February 15, 2007, 10,000 Partnership Units on May 4, 2007, 10,000 Partnership Units on May 7, 2007, and 10,000 Partnership Units on May 8, 2007;

WHEREAS, on March 1, 2007, pursuant to Section 4.9 of the Effective Agreement, the Partnership issued Partnership Interests to Xxxx X. Xxxxxxxx and Xxxx Xxxxx under the 2005 Incentive Plan, including 35,000 Partnership Units and 7,500 Partnership Units, respectively;

WHEREAS, on March 31, 2007, Xxxxx Xxxxxx forfeited to the Partnership a Partnership Interest including 7,500 Partnership Units, 5,500 of which were previously issued to him as a Grantee under the High Performance Plan and 2,000 of which were previously issued to him as a Grantee under the 2005 Incentive Plan;

WHEREAS, on March 31, 2007, Xxxx Xxxxxxx forfeited to the Partnership a Partnership Interest including 7,000 Partnership Units, 5,000 of which were previously issued to her as a Grantee under the High Performance Plan and 2,000 of which were previously issued to him as a Grantee under the 2005 Incentive Plan;

WHEREAS, on March 31, 2007, Xxxxxxxx Xxxx forfeited to the Partnership a Partnership Interest including 6,500 Partnership Units, 4,500 of which were previously issued to [him/her] as a Grantee under the High Performance Plan and 2,000 of which were previously issued to [him/her] as a Grantee under the 2005 Incentive Plan;

WHEREAS, on March 31, 2007, Xxxxxxx Xxxxxxxxx forfeited to the Partnership a Partnership Interest including 74,000 Partnership Units, 34,000 of which were previously issued to her as a Grantee under the High Performance Plan and 40,000 of which were previously issued to her as a Grantee under the 2005 Incentive Plan;

WHEREAS, on May 15, 2007, Xxxxxx Xxxxxxx forfeited to the Partnership a Partnership Interest including 6,000 Partnership Units, 3,000 of which were previously issued to him as a Grantee under the High Performance Plan and 3,000 of which were previously issued to him as a Grantee under the 2005 Incentive Plan;

WHEREAS, on May 16, 2007, pursuant to Section 4.9 of the Effective Agreement, the Partnership issued a Partnership Interest to Xxxxx Xxxxxxxx under the 2005 Incentive Plan, including 11,250 Partnership Units; and

WHEREAS, pursuant to Section 11.7 of the Effective Agreement, the Partnership redeemed certain Partnership Interests (including Partnership Units) of the Grantees set forth in the following table (the “Grantee Redemption Table”) for the respective number of Partnership Units, on the respective date and for the respective redemption price indicated opposite such Grantee’s name:


		Number of Partnership
Individual	Redemption Date	Units Redeemed		Redemption Price

Xxxx X. Xxxxxxxx	01/04/07		5,250	$	205,453.50

Xxxxx Xxxxxx	01/05/07		8,250	$	322,773.00

Xxxxxxxx Xxxxxxx	01/08/07		5,000	$	195,300.00

Xxxxxxx Xxxxxxxxx	01/09/07		40,000	$	1,555,920.00

Xxxxx Xxxxx	01/09/07		5,500	$	213,939.00

Xxxxxx Xxxxxxx	01/18/07		2,250	$	87,745.50

Xxxxxx Xxxxxx	02/08/07		4,750	$	193,553.00

Xxxxxxxx Xxxx	02/21/07		6,750	$	278,626.50

Xxxxxxx Xxxxxxxxx	02/23/07		5,750	$	237,107.00

Xxxx Xxxxxx	02/27/07		4,125	$	170,057.25

Xxxxxx Xxxxx	02/27/07		11,750	$	484,405.50

Xxxxxxx Xxxxxxxxx	02/28/07		2,500	$	102,715.00

C. Xxxx Xxxxxxx	02/28/07		5,000	$	205,430.00

Xxxxxxx Xxxxx	05/02/07		8,250	$	340,708.50

Xxxxxxxx Xxxx	5/18/07		500	$	20,401.00

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

1. Xxxx Xxxxx is hereby admitted as a new Limited Partner of the Partnership. In the Grant Agreement, Xxxx Xxxxx agreed to be bound by all of the terms and conditions of the Effective Agreement.

2. In order to reflect the following transactions, which are more fully described in the recitals above, Exhibit A to the Effective Agreement is hereby deleted in its entirety and replaced with the Exhibit A attached to this First Amendment and made part hereof.

(a) The exercise by Employee Xxxxxxxx Xxxx of an option to purchase a Partnership Interest (including 1,878.5 Partnership Units) and the immediate exercise of Exchange Rights relating to such Partnership Units on January 26, 2007;

(b) The exercise by Xxxxxx X. Xxxxxxx of his Exchange Rights relating to the following Partnership Units: 10,000 Partnership Units on February 15, 2007, 10,000 Partnership Units on May 4, 2007, 10,000 Partnership Units on May 7, 2007 and 10,000 Partnership Units on May 8, 2007;

(c) The issuance of Partnership Interests under the 2005 Incentive Plan to Xxxx X. Xxxxxxxx and Xxxx Xxxxx on March 1, 2007 pursuant to Section 4.9 of the Effective Agreement, including 35,000 Partnership Units and 7,500 Partnership Units, respectively;

(d) The forfeiture by Xxxxx Xxxxxx of a Partnership Interest (including 7,500 Partnership Units) on March 31, 2007;

(e) The forfeiture by Xxxx Xxxxxxx of a Partnership Interest (including 7,000 Partnership Units) on March 31, 2007;

(f) The forfeiture by Xxxxxxxx Xxxx of a Partnership Interest (including 6,500 Partnership Units) on March 31, 2007;

(g) The forfeiture by Xxxxxxx Xxxxxxxxx of a Partnership Interest (including 74,000 Partnership Units) on March 31, 2007;

(h) The forfeiture by Xxxxxx Xxxxxxx of a Partnership Interest (including 6,000 Partnership Units) on May 15, 2007

(i) The issuance of a Partnership Interests under the 2005 Incentive Plan to Xxxxx Xxxxxxxx on May 16, 2007 pursuant to Section 4.9 of the Effective Agreement, including 11,250 Partnership Units;

(j) The redemption by the Partnership of a certain Partnership Interests (including Partnership Units) of Grantees as set forth above in the Grantee Redemption Table; and

(k) The Capital Contributions of Crescent Equities set forth above in the Stock Option Exercise Table credited to Crescent Equities in connection with the exercise of options to purchase REIT Shares by the Stock Option Exercising Parties.

3. Except as the context may otherwise require, any terms used in this First Amendment that are defined in the Effective Agreement shall have the same meaning for purposes of this First Amendment as in the Effective Agreement.

4. Except as herein amended, the Effective Agreement is hereby ratified, confirmed, and reaffirmed for all purposes and in all respects.

5. IN WITNESS WHEREOF, the undersigned has executed this Second Amendment as of the date first written above.


GENERAL PARTNER: CRESCENT REAL ESTATE EQUITIES, LTD., a Delaware corporation, on its own behalf and as attorney-in-fact for all of the existing Limited Partners pursuant to Sections 2.4 and 14.1.B of the Effective Agreement and Xxxx Xxxxx pursuant to the Grant Agreement between the Partnership and Xxxx Xxxxx
By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	Managing Director, Law and Secretary

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)


	Partnership		Partnership
Name and Address of Partner	Units		Interests

General Partner:

Crescent Real Estate Equities, Ltd. 000 Xxxx Xxxxxx Xxxxx 0000 Xxxx Xxxxx, XX 00000	None		1.000000%

Limited Partners:

Crescent Real Estate Equities Company 000 Xxxx Xxxxxx Xxxxx 0000 Xxxx Xxxxx, XX 00000	None		81.230068%

Xxxxxxxx, Xxxx H. X.X. Xxx 000000 Xxxx Xxxxxxxxxx, XX 00000		286,389	See footnote 1. ¹

Big Bend III Investments, L.P. c/o Xxxxxx X. Xxxxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000		18,989	See footnote 1.

Xxxxxxx, Xxxxx X. III 00 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000		20,857	See footnote 1.

Canyon Ranch, Inc. 0000 X. Xxxxxxxxx Xx. Xxxxxx, XX 00000		333,429	See footnote 1.

Xxxxx, Xxxxx X. 0000 Xxxxxx Xxxxx Xxxx Xxxxx, XX 00000		2,110	See footnote 1.


¹		The Partnership Interest of each Limited Partner owning units is equal to the product of 17.769932% multiplied by a fraction, the numerator of which is the number of Partnership Units owned by such Limited Partner and the denominator of which is equal to 11,117,923.

A-1

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)


	Partnership		Partnership
Name and Address of Partner	Units		Interests

Xxxxxxxx, Xxxx X. 0000 Xxxxxxxxxx Xxxxxx, XX 00000		11,150	See footnote 1.

Xxxx, Xxxx X. Attn: Xxxx Xxxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		906,485	See footnote 1.

Xxxxxxx, Xxxxx c/x Xxxxxxx Investments 000 X. 0^xx Xxxxxx Xxxxx 0000 Xxxx Xxxxx, XX 00000		1,000	See footnote 1.

Xxxxxxx, Xxxxxx X. c/x Xxxxxxx Investments 000 X. 0^xx Xxxxxx Xxxxx 0000 Xxxx Xxxxx, XX 00000		23,419	See footnote 1.

Xxxxxxxxx, Xxxxxxxx X. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx		21,098	See footnote 1.

Joost, Xxxxx X. and Joost, Xxxxxxx X., Trustees U/T/A dated April 11, 2002 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000		25,000	See footnote 1.

Xxxxx, Xxxxxx X., XX c/o CHB Capital Partners 000 00xx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000		8,440	See footnote 1.

Xxxxx, X. Xxxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		1,285	See footnote 1.

A-2

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)


	Partnership		Partnership
Name and Address of Partner	Units		Interests

Xxxxx, Xxxxxxx X. 0000 Xxxxxxx Xxxxxx, XX 00000		960	See footnote 1.

Xxxx, Xxxxxx X., III, Trustee Xxxxx X. Xxxxxxxx 1982 Trust UA 8/16/82 0000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000		4,220	See footnote 1.

Xxxx, Xxxxxx X., III, Trustee Xxxxx X. Xxxxxxxx 1982 Trust UA 8/16/82 0000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000		4,220	See footnote 1.

Xxxxx, Xxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		259,805	See footnote 1.

Office Towers LLC 000 Xxxxxx Xxxx, #000 Xxxx, XX 00000 Attn: Xx. Xxx Xxxxxx		3,135,481	See footnote 1.

Rainwater, Inc. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx		24,753	See footnote 1.

Xxxxxxxxx, Xxxxxxx X. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx		21,098	See footnote 1.

Rainwater, Xxxxxxx Xxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx		21,098	See footnote 1.

A-3

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)


	Partnership		Partnership
Name and Address of Partner	Units		Interests

Xxxxxxxxx, Xxxxxxx X. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx		2,303,628	See footnote 1.

Xxxxxxx, Xxxxx X. 0000 Xxxxxxxx Xxxx, Xxxxxxxxx 0000 Xxx Xxxxx, XX 00000		339,543	See footnote 1.

Rosewood Property Company 000 Xxxxxxxx Xxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxx X. Xxxxxx, III		629,330	See footnote 1.

Senterra Corporation 00 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx		83,441	See footnote 1.

Taurus Investment Group, Inc. 0000 X. Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx Xxxxx, XX 00000		1,205	See footnote 1.

Xxxxxx, Xxxx X. 00 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000		20,857	See footnote 1.

Xxxxxx, Xxxxx X. 00 Xxxxxxxxxx Xxxx Xxxxxx, XX 00000		598	See footnote 1.

Xxxxx, Xxxxxx X. 00000 Xxxxx Xxxx Xxxx Xxxxxx, XX 00000		1,285	See footnote 1.

A-4

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)


	Partnership		Partnership
Name and Address of Partner	Units		Interests

Grantee Limited Partners²

Xxxx X. Xxxx Attn: Xxxx Xxxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		690,000	See footnote 1.

Xxxxxx X. Xxxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		450,000	See footnote 1.

Xxxxxxx X. Xxxxxxxxx 0000 Xxxxx Xxx Xxxx Xxxxx, XX 00000		21,000	See footnote 1.

Xxxx X. Xxxx 0000 Xxxxxxxxx Xxxxxxxx Xxxx, XX 00000		132,500	See footnote 1.

Xxxxx X. Xxxxxxxx, Xx. 0000 Xxxxxxxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000		125,000	See footnote 1.

Xxxxx X. Xxxx 0000 XX Xxxx Xxxx Xxxxxxxxx, XX 00000		125,000	See footnote 1.

Xxxx X. Page 000 Xxxxxxxxxx Xxxxx Xxxxxxx, XX 00000		125,000	See footnote 1.

Xxxx X. Xxxx, Xx. 0000 Xxxxxxxxx Xxxxxx, XX 00000		125,000	See footnote 1.

Xxxxxx X. Xxxxxx 000 Xxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000		125,000	See footnote 1.


²		The following Partnership Interests and associated Partnership Units were issued to such Limited Partners as Grantees under Grant Agreements, as more fully described in Section 4.9 of the Effective Agreement.

A-5

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)


	Partnership		Partnership
Name and Address of Partner	Units		Interests

Xxxx X. Xxxxx 0000 Xxxxxxxx Xxxxx Xxxxxx, XX 00000		125,000	See footnote 1.

Xxxxxxx X. Xxxxxxx 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000		39,750	See footnote 1.

Xxxxxx X. Xxxxxx, Xx. 000 Xxxxxxxxx Xxxxx Xxxxxxx, XX 00000		36,000	See footnote 1.

Xxx X. Xxxxx 0000 Xxxxxx Xxxxxx Xxxxxx, XX 00000		45,000	See footnote 1.

Xxxxxxx X. Xxxxx 0000 Xxxxxxx Xxxxxx, XX 00000		45,000	See footnote 1.

Xxxxxxxxxxx X. Xxxxxx 0000 Xxxxxx Xxxxx Xxxxxxx, XX 00000		45,000	See footnote 1.

Xxxxx X. Xxxxxx 00000 Xxxxx Xxxxxx Xxxxx Xxxxx Xxxx, XX 00000		45,000	See footnote 1.

Xxxxxxx X. Click 0000 Xxxxxxxxx Xxxxxx, XX 00000		4,250	See footnote 1.

Xxxxx X. Xxxxxx 0000 Xxxxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000		8,000	See footnote 1.

Xxxx X. Xxxxxxx 0000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000		500	See footnote 1.

A-6

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)


	Partnership		Partnership
Name and Address of Partner	Units		Interests

C. Xxxx Xxxxxxx 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxxx, XX 00000		11,000	See footnote 1.

W. Xxxxxxx Xxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		1,500	See footnote 1.

Xxxxx X. Xxxxxxxxx 0000 Xxxxxxxxxx Xxxxx Xxxxxxx, XX 00000		8,000	See footnote 1.

Xxxx X. Xxxxxxxx 0000 Xxxxx Xxxx Xxxxx Xxxxxxxxx, XX 00000		60,500	See footnote 1.

Xxxxx X. Xxxxxxxx 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxx, XX 00000		24,625	See footnote 1.

Xxxxxx X. Xxxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		9,750	See footnote 1.

Xxxxx X. Xxxxxx 0000 Xxxxx Xxxxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxx, XX 00000		7,500	See footnote 1.

Xxxxxxx X. Xxxxx 0000 XX Xxxx Xxxx Xxxxxxxxx, XX 00000		8,000	See footnote 1.

Xxxxxx X. Xxxxxx 0000 Xxxxx Xxxxxxxx Xxxxxxxx, XX 00000		8,000	See footnote 1.

Xxxxx X. Xxxxxxx 0000 Xxxx Xxxx Xxxxx Xxxxx Xxxxxxxx Xxxxx, XX 00000		10,250	See footnote 1.

A-7

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)


	Partnership		Partnership
Name and Address of Partner	Units		Interests

Xxxxxxxx X. Xxxxxxx 0000 Xxx Xxxx Xxxxx Xxxx Xxxxx, XX 00000		11,250	See footnote 1.

Xxxxxx Xxxx, Jr. 000 Xxxxxxxx Xxxx Xxxxxxx, XX 00000		11,250	See footnote 1.

Xxxx X. Xxxxxxxx 0000 XX 000 Xxxxxxx Xxxxxxxx Xxxxx, XX 00000		8,750	See footnote 1.

Xxxxxx X. Xxxxx 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000		25,500	See footnote 1.

Xxxxx X. Xxxxxx 0000 Xxxxxx Xxxx Xxxxx, XX 00000		500	See footnote 1.

Xxxxx X. Xxxxxx 0000 Xxxxxxxx Xxxxxxx, XX 00000		16,250	See footnote 1.

Xxxxxxx X. Xxxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		20,000	See footnote 1.

Xxxxxx X. Xxxxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		8,000	See footnote 1.

Xxxxx X. Xxxxxx 000 Xxxx Xxxxx Xxxxxxx, XX 00000		4,250	See footnote 1.

Xxxx X. Xxxxxxx 000 Xxxx Xxxxx Xxxxxxxxx, XX 00000		3,000	See footnote 1.

A-8

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)


	Partnership		Partnership
Name and Address of Partner	Units		Interests

Xxxxxxx X. Xxxxxxx 00000 Xxxxxxxxxx Xxxxx Xxx Xxxxx, XX 00000		1,000	See footnote 1.

Xxxxxx Xxx Xxxxxxxx 0000 Xxxxxxxxx Xxxxxxx, XX 00000		5,000	See footnote 1.

Xxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxx, XX 00000		5,875	See footnote 1.

Xxxx Xxxxxxxx 0000 Xxxxx Xxxxx Xxxxxx, XX 00000		5,000	See footnote 1.

Xxxxx X. Xxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		2,500	See footnote 1.

Xxxxxx Xxxxxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		10,000	See footnote 1.

Xxxx Xxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000		7,500	See footnote 1.

TOTAL PARTNERSHIP UNITS		11,117,923

A-9

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)

Series A Preferred Partnership Unit Holders:


Holder	Number of Series A Preferred Partnership Units	Issue Date
Crescent Real Estate Equities Company 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxx 00000	8,000,000	2/19/98

Crescent Real Estate Equities Company 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxx 00000	2,800,000	4/26/02

Crescent Real Estate Equities Company 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxx 00000	3,400,000	1/15/04

A-10

EXHIBIT A
PARTNERS, PARTNERSHIP UNITS AND PARTNERSHIP INTERESTS
(EFFECTIVE AS OF MAY 18, 2007)

Series B Redeemable Preferred Partnership Unit Holders:


Holder	Number of Series B Redeemable Preferred Partnership Units	Issue Date
Crescent Real Estate Equities Company 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxx 00000	3,000,000	05/17/02

Crescent Real Estate Equities Company 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxx 00000	400,000	06/06/02

A-11

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SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP

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