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EXHIBIT 10.13
AMENDMENT DATED AS OF NOVEMBER 5, 1999 TO THE 1996 CRESCENT REAL ESTATE
EQUITIES LIMITED PARTNERSHIP UNIT INCENTIVE PLAN
3.2 VESTING OF OPTION. Except as provided in Section
1.11 and this Section 3.2, and except to the extent otherwise
specified by the Committee and set forth in the Option
Agreement, one-seventh of each Option shall vest on the first,
second, third, fourth, fifth, sixth and seventh anniversaries
of the date of grant, provided that the Employee is employed
by the Partnership or the General Partner on such date or is
an Executive Officer on such date. If the fair market value of
the Common Stock equals or exceeds $50.00 for each of ten (10)
consecutive trading days (determined based on the closing
price on each such day), an additional 250,000 Units (or such
lesser number as may then be unvested) of each Option shall
become fully vested and exercisable, provided that the
Employee is employed by the Partnership or the General Partner
on such date or is an Executive Officer on such date. In the
event that vesting of the Option is accelerated pursuant to
the preceding sentence, the remaining unvested portion of the
Option shall continue to vest according to the otherwise
applicable vesting schedule.