exv3w01

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 Bill Mabus as provided in a separate Grant Agreement for Partnership Units and Partnership Interest entered into between the Partnership and Bill Mabus.

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

Virginia Mulkey		01/05/07		12,800	1995 Plan	$	244,224.00

Virginia Mulkey		01/12/07		3,200	1995 Plan	$	63,808.00

Lynn Arnn, Jr.		02/01/07		2,740	1995 Plan	$	55,759.00

Dyane Duffer		02/01/07		10,160	1995 Plan	$	206,756.00

David Snyder		02/21/07		5,000	1995 Plan	$	102,950.00

Hugh Julian		04/05/07		5,800	1995 Plan	$	118,378.00

Rochelle Mercier		04/17/07		3,200	1995 Plan	$	66,368.00

Marian Tina Grunewald McWilliams		04/23/07		4,700	1995 Plan	$	97,431.00
Karen Gilmore		05/3/07		7,000	1995 Plan	$	144,060.00

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

WHEREAS, on January 26, 2007, Jeanette Rice 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, Gerald W. Haddock 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 John P. Albright and Bill Mabus under the 2005 Incentive Plan, including 35,000 Partnership Units and 7,500 Partnership Units, respectively;

WHEREAS, on March 31, 2007, Brent Somers 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, Dana Donahue 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, Jeanette Rice 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, Kenneth Moczulski 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, Walter Zartman 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 Jason Anderson 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

John P. Albright	01/04/07		5,250	$	205,453.50

Brent Somers	01/05/07		8,250	$	322,773.00

Clifford Rudolph	01/08/07		5,000	$	195,300.00

Kenneth Moczulski	01/09/07		40,000	$	1,555,920.00

Kiera Moody	01/09/07		5,500	$	213,939.00

Walter Zartman	01/18/07		2,250	$	87,745.50

Robert Carlen	02/08/07		4,750	$	193,553.00

Jeanette Rice	02/21/07		6,750	$	278,626.50

Randall Kostroske	02/23/07		5,750	$	237,107.00

Jana Ammons	02/27/07		4,125	$	170,057.25

Daniel Smith	02/27/07		11,750	$	484,405.50

Randall Kostroske	02/28/07		2,500	$	102,715.00

C. Alan Hopkins	02/28/07		5,000	$	205,430.00

Theresa Black	05/02/07		8,250	$	340,708.50

Jeanette Rice	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. Bill Mabus is hereby admitted as a new Limited Partner of the Partnership. In the Grant Agreement, Bill Mabus 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 Jeanette Rice 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 Gerald W. Haddock 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 John P. Albright and Bill Mabus 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 Brent Somers of a Partnership Interest (including 7,500 Partnership Units) on March 31, 2007;

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

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

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

(h) The forfeiture by Walter Zartman 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 Jason Anderson 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 Bill Mabus pursuant to the Grant Agreement between the Partnership and Bill Mabus
By:	/s/ David M. Dean
	Name:	David M. Dean
	Title:	Managing Director, Law and Secretary