UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.   )

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CAMDEN PROPERTY TRUST

3 Greenway Plaza, Suite 1300
Houston, Texas 77046

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date:		May 6, 2009
Time:		10:00 a.m., central time
Place:		Renaissance Hotel 6 East Greenway Plaza Houston, Texas

Matters to be voted on:

1.		To elect ten trust managers to hold office for a one-year term;
2.		To ratify Deloitte & Touche LLP as our independent registered public accountants for 2009; and
3.		To act on any other matter that may properly come before the meeting.

The board of trust managers recommends you vote FOR each of the nominees for trust manager. The audit committee, which has the sole authority to retain our independent registered public accountants, recommends you vote FOR the ratification of Deloitte & Touche LLP as our independent registered public accountants for 2009.

Shareholders who are holders of record of common shares at the close of business on March 16, 2009 will be entitled to vote at the annual meeting.

We are pleased to take advantage of the Securities and Exchange Commission rules allowing us to furnish proxy materials on the Internet to shareholders who hold their shares in “street name.” On or about March 27, 2009, we intend to mail to these holders a notice containing instructions on how to access our 2009 proxy statement and annual report. The notice also contains instructions on how these holders can request a paper copy of these documents if they desire, and how they can enroll in e-delivery. If you received your annual materials via email, the email contains voting instructions and links to the annual report and proxy statement on the Internet.

If you hold your shares in your own name, you will continue to receive paper copies of the 2009 proxy statement and annual report and should vote either by telephone or by filling out, signing and dating the proxy card and returning it in the enclosed postage pre-paid envelope. If you attend the annual meeting, you may change your vote or revoke your proxy by voting your shares in person. If you cannot attend the meeting, you can still listen to the meeting, which will be webcast and available at the investor relations section of our website at www.camdenliving.com.

Please contact our investor relations department at (800) 922-6336 or (713) 354-2787 if you have any questions.

		By Order of the Board of Trust Managers,
		Dennis M. Steen Senior Vice President-Finance, Chief Financial Officer and Secretary

March 23, 2009

Important Notice Regarding Availability of Proxy Materials for our
Annual Meeting of Shareholders to be held on May 6, 2009

The proxy statement and annual report to shareholders are available at www.proxyvote.com and in the investor relations section of our website at www.camdenliving.com under “SEC Filings.”

TABLE OF CONTENTS

		Page
INTRODUCTION			1
INFORMATION ABOUT VOTING AND THE ANNUAL MEETING			1
Shares Outstanding			1
Availability of Proxy Materials			1
Voting			1
How Votes Are Counted			2
Proxy Solicitation Costs			2
Other Business			2
GOVERNANCE OF THE COMPANY			3
Board Independence and Meetings			3
Executive Sessions			3
Share Ownership Guidelines			3
Committees of the Board of Trust Managers			3
Consideration of Trust Manager Nominees			5
Guidelines on Governance and Codes of Ethics			6
Communication With Our Board			6
ELECTION OF TRUST MANAGERS			8
Required Vote			10
EXECUTIVE OFFICERS			11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			12
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			15
EXECUTIVE COMPENSATION			16
Compensation Committee Report			16
Compensation Discussion and Analysis			16
Compensation Tables			28
BOARD COMPENSATION			38
AUDIT COMMITTEE INFORMATION			40
Report of the Audit Committee			40
Independent Registered Public Accountant Fees			41
Pre-Approval Policies and Procedures			42
Ratification of the Selection of the Independent Registered Public Accountants			42
SHAREHOLDER PROPOSALS			42
REDUCE DUPLICATE MAILINGS			42

INTRODUCTION

The board of trust managers is soliciting proxies to be used at the annual meeting. This proxy statement and form of proxy are first being sent on or about March 27, 2009 to all shareholders of record who hold their shares in their own names on March 16, 2009, the record date for the shareholders entitled to vote at the annual meeting.

The complete mailing address of our executive offices is 3 Greenway Plaza, Suite 1300, Houston, Texas 77046.

INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

Shares Outstanding

All shareholders of record on the close of business on March 16, 2009 are entitled to vote at the annual meeting. On March 16, 2009, we had 53,729,135 common shares outstanding. Each share is entitled to one vote.

Availability of Proxy Materials

We are making this proxy statement and related proxy materials available on the Internet to shareholders who hold their shares in “street name” under the Security and Exchange Commission’s (“SEC”) rule allowing companies to furnish proxy materials to shareholders using the Internet. This rule removes the requirement for public companies to automatically send shareholders a full, hard-copy set of proxy materials and allows them instead to deliver to their shareholders a “Notice of Internet Availability of Proxy Materials” and to provide online access to the documents. We mailed a “Notice of Internet Availability of Proxy Materials” on or about March 27, 2009 to all shareholders of record who hold their shares in “street name” on March 16, 2009, the record date for the shareholders entitled to vote at the annual meeting.

This proxy statement and the form of proxy are being made available to shareholders on or about March 27, 2009 in the investor relations section of our website at www.camdenliving.com under “SEC Filings” and to beneficial holders who hold their shares in “street name” at www.proxyvote.com. Shareholders who hold their shares in “street name” may also request a printed copy of this proxy statement and the form of proxy by any of the following methods: (a) telephone at 1-800-579-1639; (b) internet at www.proxyvote.com; or (c) e-mail at sendmaterial@proxyvote.com. Our annual report to shareholders, including financial statements, for the fiscal year ended December 31, 2008 is being made available at the same time and by the same methods. The annual report is not to be considered as a part of the proxy solicitation material or as having been incorporated by reference.

Voting

If your shares are held by a bank, broker or other nominee (i.e., in “street name”), you may be eligible to vote your shares electronically over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person. “Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares.

If you properly sign and return your proxy card or complete your proxy via the Internet, your shares will be voted as you direct. If you sign and return your proxy but do not specify how you want your shares voted, they will be voted FOR the election of all nominees for trust manager as set forth under “Election of Trust Managers” and FOR the ratification of Deloitte & Touche LLP as our independent registered public accountants for 2009.

You may revoke your proxy and change your vote at any time before the annual meeting by submitting a written notice to our Secretary, by submitting a later dated and properly executed proxy (including by means of a telephone or Internet vote) or by voting in person at the annual meeting.

Under New York Stock Exchange (“NYSE”) rules, the proposals to elect trust managers and to ratify the appointment of independent registered public accountants are considered “discretionary” items. This means that brokerage firms may vote in their discretion on these matters on behalf of clients who have not furnished voting instructions at least 10 days before the date of the meeting.

How Votes Are Counted

The meeting will be held if a quorum is represented in person or by proxy at the meeting. A quorum is a majority of our outstanding common shares entitled to vote. If you return a signed proxy card, your shares will be counted for the purpose of determining whether there is a quorum. We will treat failures to vote, referred to as abstentions, as shares present and entitled to vote for quorum purposes. However, abstentions will not be counted as votes cast on a proposal and have no effect on the result of the vote on such proposal. A withheld vote is the same as an abstention.

Broker non-votes occur when proxies submitted by a broker, bank or other nominee holding shares in “street name” do not indicate a vote for a proposal because they do not have discretionary voting authority and have not received instructions as to how to vote on the proposal. We will treat broker non-votes as shares that are present and entitled to vote for quorum purposes. However, broker non-votes will not be counted as votes cast on a proposal and will have no effect on the result of the vote on the proposal.

Proxy Solicitation Costs

We will pay all of the costs of soliciting proxies. Some of our trust managers, officers and other employees may solicit proxies personally or by telephone, mail, facsimile or other electronic means of communication. They will not be specially compensated for these solicitation activities. We do not expect to pay any fees for the solicitation of proxies, but may pay brokerage firms and other custodians for their reasonable expenses for forwarding solicitation materials to the beneficial owners of shares.

Other Business

We do not know of any matter to be presented or acted upon at the meeting, other than the proposals described in this proxy statement. If any other matter is presented at the meeting on which a vote may be properly taken, the shares represented by proxies will be voted in accordance with the judgment of the persons named as proxies on the accompanying proxy card.

GOVERNANCE OF THE COMPANY

Board Independence and Meetings

Our board of trust managers believes the purpose of corporate governance is to ensure we maximize shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The board has adopted and adheres to corporate governance practices the board and senior management believe promote this purpose, are sound and represent best practices. We continually review these governance practices, the rules and listing standards of the NYSE and SEC regulations, as well as best practices suggested by recognized governance authorities.

Currently, our board of trust managers has ten members. To determine which of its members are independent, the board used the independence standards adopted by the NYSE for companies listed on such exchange and also considered whether a trust manager had any other past or present relationships with us that created conflicts or the appearance of conflicts. The board determined that no trust manager, other than Richard J. Campo and D. Keith Oden, each of whom is employed by us, had any material relationship with us under the NYSE standards or any such other relationship required to be disclosed under Item 404(a) of Regulation S-K. As a result, we have a majority of independent trust managers on our board as required by the listing requirements of the NYSE.

The board of trust managers met either in person or by conference call eight times in 2008. All of the trust managers attended 75% or more of meetings of the board and the committees on which they served during 2008. We encourage all of our trust managers to attend the annual meeting. At the time of last year’s annual meeting, our board of trust managers had nine members and all of them attended last year’s meeting in person.

Executive Sessions

Independent trust managers have regularly scheduled executive sessions in which they meet without the presence of management. These executive sessions typically occur before or after each regularly scheduled meeting of the board. Any independent trust manager may request an additional executive session be scheduled. The presiding trust manager over these executive sessions is Lewis A. Levey, the Lead Independent Trust Manager.

Share Ownership Guidelines

The board of trust managers has adopted a share ownership policy for trust managers. The policy provides for a minimum beneficial ownership target of our common shares with a market value of $250,000 within three years of joining the board. All trust managers who have served on the board for three or more years currently meet this ownership target.

Committees of the Board of Trust Managers

The board of trust managers has established five committees. Information regarding these committees is set forth below.

Audit Committee. The current members of the audit committee are Scott S. Ingraham (Chair), Lewis A. Levey and Kelvin R. Westbrook. Each member of the audit committee satisfies the requirements for independence set forth in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 and the NYSE’s listing standards. The board of trust managers, after reviewing all of the applicable facts, circumstances and attributes, has determined Mr. Ingraham is an “audit committee financial expert,” as such term is defined in Item 407(d)(5)(i) of Regulation S-K.

The audit committee operates under a written charter adopted by the board, which was last amended on February 19, 2009. The audit committee reviews and assesses the adequacy of its charter on an annual basis. A copy of the charter is available on the investor relations section of our website at www.camdenliving.com under “Corporate Governance.” The Report of the Audit Committee is set forth beginning on page 40 of this proxy statement.

The audit committee’s responsibilities include assisting the board in overseeing the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent registered public accountants’ qualifications and independence and the performance of our independent registered public accountants. In addition, the audit committee reviews, as it deems appropriate, the adequacy of our systems of disclosure controls and internal controls regarding financial reporting and accounting. In accordance with its charter, the audit committee has the sole authority to appoint and replace the independent registered public accountants, who report directly to the audit committee, approve the engagement fee of the independent registered public accountants and pre-approve the audit services and any permitted non-audit services the independent registered public accountants may provide to us. During 2008, no member of the audit committee served on more than two other public company audit committees. The audit committee met six times in 2008.

Compensation Committee. The current members of the compensation committee are William R. Cooper, Scott S. Ingraham and Lewis A. Levey (Chair). Each member of the compensation committee satisfies the requirements for independence set forth in the NYSE’s listing standards. The compensation committee operates under a written charter adopted by the board, which was last amended on February 19, 2009. The compensation committee reviews and assesses the adequacy of its charter on an annual basis. A copy of the charter is available on the investor relations section of our website at www.camdenliving.com under “Corporate Governance.” The compensation committee’s responsibilities include overseeing our compensation programs and practices and determining compensation for our executive officers. The compensation committee met seven times in 2008.

Nominating Committee. The current members of the nominating committee are William R. Cooper (Chair), Scott S. Ingraham and Steven A. Webster. Each member of the nominating committee satisfies the requirements for independence set forth in the NYSE’s listing standards. The nominating committee operates under a written charter adopted by the board, which was last amended on February 19, 2009. The nominating committee reviews and assesses the adequacy of its charter on an annual basis. A copy of the charter is available on the investor relations section of our website at www.camdenliving.com under “Corporate Governance.” The nominating committee’s responsibilities include selecting the trust manager nominees for election at annual meetings of shareholders. The nominating committee met two times in 2008.

Corporate Governance Committee. The current members of the corporate governance committee are William B. McGuire, Jr., F. Gardner Parker, William F. Paulsen and Steven A. Webster (Chair). Each member of the corporate governance committee satisfies the requirements for independence set forth in the NYSE’s listing standards. The corporate governance committee operates under a written charter adopted by the board, which was last amended on February 19, 2009. The corporate governance committee reviews and assesses the adequacy of its charter on an annual basis. A copy of the charter is available on the investor relations section of our website at www.camdenliving.com under “Corporate Governance.” The corporate governance committee’s responsibilities include ensuring the board of trust managers and management are appropriately constituted to meet their fiduciary obligations to our shareholders and us by developing and implementing policies and processes regarding corporate governance matters. The corporate governance committee met one time in 2008.

Executive Committee. The current members of the executive committee are Richard J. Campo (Chair), William R. Cooper and Steven A. Webster. The executive committee may approve the acquisition and disposal of investments and the execution of contracts and agreements, including those related to the borrowing of money. The executive committee may also exercise all other powers of the trust managers, except for those that require action by all trust managers or the independent trust managers under our declaration of trust or bylaws or under applicable law. The executive committee did not meet in 2008.

Consideration of Trust Manager Nominees

Shareholder Nominees. The policy of the nominating committee is to consider properly submitted shareholder nominations for candidates for membership on our board. In evaluating such nominations, the nominating committee seeks to achieve a balance of knowledge, experience and capability on the board and to address the membership criteria described below under “Trust Manager Qualifications.” Any shareholder nomination proposed for consideration by the nominating committee should include the nominee’s name and qualifications for board membership and should be addressed to:

Corporate Secretary
Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046

In addition, our bylaws permit nominations of trust managers at any annual meeting of shareholders by the board or a committee of the board or by a shareholder of record entitled to vote at the annual meeting. In order for a shareholder to make a nomination, the shareholder must provide a notice along with the additional information and material required by our bylaws to our corporate secretary at the address set forth above not less than 60 nor more than 90 days prior to the date of the applicable annual meeting. However, if less than 70 days notice or prior public disclosure of the date of the meeting is made, notice by the shareholder to be timely must be so received not later than the close of business on the 10^th day following the day on which such notice of the date of the applicable annual meeting was mailed or such public disclosure of the date of such annual meeting was made, whichever first occurs. You may obtain a copy of the full text of the bylaw provision by writing to our corporate secretary at the address set forth above. A copy of our bylaws has been filed with the SEC as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 1997 and an amendment thereto has been filed with the SEC as an exhibit to our Current Report on Form 8-K dated May 2, 2006.

Trust Manager Qualifications. Our Guidelines on Governance contain board membership criteria that apply to the nominating committee’s nominees for a position on our board. Under these criteria, a majority of the board must be comprised of independent trust managers. Also, trust managers should be persons of integrity, with significant accomplishments and recognized business stature who will bring a diversity of perspectives to the board. In addition, board members should possess such attributes and experience as are necessary to provide a broad range of personal characteristics, including diversity, management skills and business expertise. Trust managers should also be able to commit the requisite time for preparation and attendance at regularly scheduled board and committee meetings, as well as be able to participate in other matters necessary to good corporate governance.

Limits on Service on Other Boards. In the Guidelines on Governance, the board recognized its members benefit from service on the boards of other companies. We encourage that service but also believe it is critical trust managers have the opportunity to dedicate sufficient time to their service on the board. To that end, the Guidelines on Governance provide that employee trust managers may not serve on more than two public company boards in addition to our board. Individuals who serve on more than six other public company boards will not normally be asked to join the board and individuals who serve on more than two other public company audit committees will not normally be asked to join the audit committee unless, in any such case, the board determines such simultaneous service would not impair the ability of such individual to effectively serve on the board or the audit committee.

Term Limits; Retirement Age. Trust managers hold office for one-year terms. The Guidelines on Governance provide, as a general matter, non-employee trust managers will not stand for election to a new term of service at any annual meeting following their 75^th birthday. The board may approve exceptions to this practice when it believes it is in our interest to do so. The board does not believe it should establish term limits for trust manager service, instead preferring to rely upon the mandatory retirement age and the evaluation procedures described below as the primary methods of ensuring each trust manager continues to act in a manner consistent with the best interests of us, our shareholders and the board. The board believes term limits have the disadvantage of losing the contribution of trust managers who have been able to develop, over a period of time, increasing insight into our operations and us and, therefore, provide an increasing contribution to the board as a whole.

Criteria for Nomination to the Board. The nominating committee has adopted criteria for nomination to the board. Under these criteria, trust managers should be of the highest ethical character and share Camden’s values, should have personal and professional reputations consistent with our reputation, should have relevant expertise and experience and be able to offer advice and guidance to management based on that expertise and experience, should be able to serve without the appearance of any conflict of interest and independent of any constituency so to be able to represent all of our shareholders, should be committed to Camden’s success and welfare and the long-term interests of our shareholders, should be willing to apply sound and independent business judgment and should have time available to devote to Camden activities.

Identifying and Evaluating Nominees. The nominating committee regularly assesses the appropriate size of the board, and whether any vacancies on the board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the nominating committee will utilize a variety of methods for identifying and evaluating nominees for trust manager. Candidates may come to the attention of the nominating committee through current board members, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special meetings of the nominating committee, and may be considered at any point during the year. As described above, the nominating committee will consider properly submitted shareholder nominations for candidates to the board. Following verification of the shareholder status of persons proposing candidates, recommendations will be aggregated and considered by the nominating committee at a regularly scheduled meeting, which is generally the first meeting prior to the issuance of the proxy statement for our annual meeting. If any materials are provided by a shareholder in connection with the nomination of a trust manager candidate, such materials will be forwarded to the nominating committee. The nominating committee may also review materials provided by professional search firms or other parties, and/or utilize the findings or recommendations of a search committee composed of other trust managers, in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the nominating committee will seek to achieve a balance of knowledge, experience and capability on the board.

Each of the nominees for election to our board this year has previously served as a member of our board.

Guidelines on Governance and Codes of Ethics

Our board of trust managers has adopted Guidelines on Governance to address significant corporate governance issues. These guidelines provide a framework for our corporate governance initiatives and cover a variety of topics, including the role of our board, board selection and composition, board committees, board operation and structure, board orientation and evaluation, board planning and oversight functions and executive share ownership. The corporate governance committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to the board any changes to the guidelines.

Our board has also adopted a Code of Business Conduct and Ethics, which is designed to help officers, trust managers and employees resolve ethical issues in an increasingly complex business environment. It covers topics such as reporting unethical or illegal behavior, compliance with law, share trading, conflicts of interest, fair dealing, protection of our assets, disclosure of proprietary information, internal controls, personal community activities, business records, communication with external audiences and obtaining assistance to help resolve ethical issues. We have also adopted a Code of Ethical Conduct for Senior Financial Officers, which is applicable to our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions.

You may obtain a copy of our committee charters, Guidelines on Governance, Code of Business Conduct and Ethics and Code of Ethical Conduct for Senior Financial Officers on the investor relations section of our website at www.camdenliving.com under “Corporate Governance.” This information is also available in print, free of charge to any person who requests it, by contacting us at Camden Property Trust, 3 Greenway Plaza, Suite 1300, Houston, Texas 77046, attention: Investor Relations.

Communication With Our Board

Any shareholder or interested party who wishes to communicate with our board of trust managers or any specific trust manager, including independent trust managers, may write to:

Mr. Lewis A. Levey
Lead Independent Trust Manager
Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046

Depending on the subject matter, Mr. Levey will:

•

forward the communication to the trust manager or trust managers to whom it is addressed (for example, if the communication received deals with questions, concerns or complaints regarding accounting, internal accounting controls and auditing matters, it will be forwarded to the chair of the audit committee for review);

•

forward to management if appropriate (for example, if the communication is a request for information about us or our operations or it is a stock-related matter that does not appear to require direct attention by our board or an individual trust manager); or

•

not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

At each meeting of the board, our Lead Independent Trust Manager will present a summary of all communications received since the last meeting of the board and will make those communications available to any trust manager on request.

ELECTION OF TRUST MANAGERS

There are currently ten trust managers on the board. The nominating committee of the board recommended, and the board has selected, each of the ten current trust managers as a nominee for election at the annual meeting. No trust manager was selected for nomination at the 2009 annual meeting as a result of any arrangement or understanding between that trust manager and any other person.

Trust managers elected at the meeting will hold office for a one-year term. Unless you withhold authority to vote for one or more nominees, the persons named as proxies intend to vote for election of the ten nominees.

All nominees have consented to serve as trust managers. The board has no reason to believe any of the nominees will be unable to act as trust manager. However, if a trust manager is unable to stand for re-election, the board may either reduce the size of the board or the nominating committee may designate a substitute. If a substitute nominee is named, the proxies will vote for the election of the substitute.

The nominees are as follows:

Richard J. Campo
Age:		54
Trust Manager Since:		1993
Principal Occupation:		Chairman of the Board of Trust Managers and Chief Executive Officer of Camden Property Trust since May 1993
William R. Cooper
Age:		72
Trust Manager Since:		1997
Principal Occupation:		Private Investor
Recent Business Experience:		Since April 1997, Mr. Cooper has been a private investor. Prior to April 1997, Mr. Cooper served for 30 years in a variety of capacities with Paragon Group, Inc. and/or its predecessor.
Scott S. Ingraham
Age:		54
Trust Manager Since:		1998
Principal Occupation:		Private Investor and Strategic Advisor
Recent Business Experience:		From 1999 until February 2005, Mr. Ingraham was Chairman of the Board and Chief Executive Officer of Rent.com or its predecessor, now owned by eBay.
Other Directorships:		LoopNet, Inc. (online commercial real estate services), Kilroy Realty, Inc. (office property REIT)
Lewis A. Levey
Age:		67
Trust Manager Since:		1997 (Lead Independent Trust Manager since February 2008)
Principal Occupation:		Private Investor and Management Consultant
Recent Business Experience:		Since April 1997, Mr. Levey has been a private investor and management consultant. He is also involved as a Principal with a commercial real estate management and leasing firm focused on office buildings. Prior to April 1997, Mr. Levey served for more than 25 years in a variety of capacities with Paragon Group, Inc. and/or its predecessor.
Other Directorships:		Enterprise Financial Services Corp. (financial services)

William B. McGuire, Jr.
Age:		64
Trust Manager Since:		2005
Principal Occupation:		Private Investor
Recent Business Experience:		From 1994 until February 2005, Mr. McGuire was a director and executive officer of Summit Properties Inc., most recently serving as its co-chairman of the board from April 2001 until February 2005.
D. Keith Oden
Age:		52
Trust Manager Since:		1993
Principal Occupation:		From March 2008, Mr. Oden has been the President of Camden Property Trust. Mr. Oden served as President and Chief Operating Officer of Camden Property Trust from December 1993 to March 2008.
William F. Paulsen
Age:		62
Trust Manager Since:		2005
Principal Occupation:		Private Investor
Recent Business Experience:		From 1994 until February 2005, Mr. Paulsen was a director and executive officer of Summit Properties Inc., most recently serving as its co-chairman of the board from April 2001 to February 2005.
Other Directorships:		Crystal River Capital, Inc. (structured finance REIT)
F. Gardner Parker
Age:		67
Trust Manager Since:		1993 (Lead Independent Trust Manager 1998 to February 2008)
Principal Occupation:		Private Investor
Recent Business Experience:		Mr. Parker has been involved in structuring private and venture capital investments for the past 15 years.
Other Directorships:		Carrizo Oil & Gas, Inc. (oil and gas exploration and development), Sharps Compliance Corp. (waste management services), Hercules Offshore, Inc. (offshore drilling and liftboat services), Pinnacle Gas Resources, Inc. (natural gas exploration and development)
Steven A. Webster
Age:		57
Trust Manager Since:		1993
Principal Occupation:		President and Co-managing Partner, Avista Capital Partners, a private equity investment firm, since 2005
Recent Business Experience:		From 2000 to 2005, Mr. Webster was Chairman of Global Energy Partners, an affiliate of CSFB Private Equity.
Other Directorships:		Chairman of Carrizo Oil & Gas, Inc. (oil and gas exploration and development), Chairman of Basic Energy Services, Inc. (oil and gas services), director of Seacor Holdings, Inc. (tanker and marine services), director of Hercules Offshore, Inc. (offshore drilling and liftboat services), director of Geokinetics Inc. (seismic data acquisition services)

Kelvin R. Westbrook
Age:		53
Trust Manager Since:		2008
Principal Occupation:		President and Chief Executive Officer of KRW Advisors, LLC, a privately-held company in the business of providing consulting and advisory services in the telecommunications, media and other industries, since September 2007.
Recent Business Experience:		From October 2006 to September 2007, Mr. Westbrook was Chairman and Chief Strategic Officer of Broadstripe, LLC (formerly known as Millennium Digital Media Systems, L.L.C.) (broadband communication services). From 1997 to October 2006, Mr. Westbrook served as President and Chief Executive Officer of Broadstripe, LLC. In January 2009, Broadstripe, LLC filed for protection from creditors under the federal bankruptcy laws.
Other Directorships:		Archer-Daniels Midland Company (agribusiness-crop origination and transportation), Stifel Financial Corp. (financial services)

Required Vote

Each nominee must be re-elected by the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the annual meeting.

The board recommends you vote FOR the nominees listed above.

EXECUTIVE OFFICERS

There is no family relationship among any of our trust managers or executive officers. No executive officer was selected as a result of any arrangement or understanding between that executive officer and any other person. All executive officers are elected annually by, and serve at the discretion of, the board of trust managers.

Our executive officers and their ages, current positions, and recent business experience (all of which was with us or our wholly-owned subsidiaries) are as follows:

Name		Age				Position		Recent Business Experience
Richard J. Campo			54			Chairman of the Board of Trust Managers and Chief Executive Officer (May 1993-present)		Chairman of the Board of Trust Managers and Chief Executive Officer (May 1993 to present)
D. Keith Oden			52			President (March 2008-present)		President and Chief Operating Officer (December 1993 to March 2008)
H. Malcolm Stewart			57			Chief Operating Officer (March 2008-present)		Executive Vice President-Real Estate Investments and Chief Investment Officer (September 1998-March 2008), Senior Vice President-Construction (December 1993-September 1998)
Dennis M. Steen			50			Senior Vice President-Finance, Chief Financial Officer and Secretary (September 2003-present)		Vice President-Controller, Chief Accounting Officer and Treasurer (August 1999-September 2003)
Steven K. Eddington			60			Senior Vice President-Operations (September 2002-present)		Regional Vice President and General Manager (West Region) (March 1998-September 2002)
Stephen R. Hefner			46			Senior Vice President-Construction (March 2008-present)		Vice President-Construction (March 1998-March 2008)
Cynthia B. Scharringhausen			49			Senior Vice President-Human Resources (March 2008-present)		Vice President-Human Resources (April 2000-March 2008)
William W. Sengelmann			50			Senior Vice President-Real Estate Investments (March 2008-present)		Vice President-Real Estate Investments (January 1998-March 2008)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows how many shares were owned by our trust managers and five most highly paid executive officers as of March 16, 2009, including shares such persons had a right to acquire within 60 days after March 16, 2009 through the exercise of vested options to purchase shares held in a rabbi trust, ordinary share options and through the exchange of units of limited partnership interest in our operating partnerships. The following table also shows how many shares were owned by beneficial owners of more than 5% of our shares as of March 16, 2009. Unless otherwise noted, each person has sole voting and investment power over the shares indicated below.

		Shares Beneficially Owed(2)(3)
Name and Address of Beneficial Owners(1)		Amount				Percent of Class
Morgan Stanley(4)			5,871,263				10.9	%
FMR LLC.(5)			5,113,743				9.5	%
Barclays Global Investors, N.A. (6)			4,011,671				7.5	%
The Vanguard Group, Inc.(7)			3,952,653				7.4	%
Invesco Institutional (N.A.), Inc.(8)			3,728,855				6.9	%
D. Keith Oden			1,380,885				2.5	%
Richard J. Campo(9)			1,363,212				2.5	%
William B. McGuire, Jr.(10)			521,676					*
William F. Paulsen(11)			461,273					*
Lewis A. Levey(12)			447,587					*
William R. Cooper			415,157					*
H. Malcolm Stewart			344,522					*
Scott S. Ingraham(13)			139,606					*
Steven A. Webster			108,755					*
Steven K. Eddington			97,290					*
Dennis M. Steen			66,857					*
F. Gardner Parker			24,677					*
Kelvin R. Westbrook			425					*
All trust managers and executive officers as a group (16 persons)(14)			5,494,509				9.5	%

		Vested Options Held				Other Vested				Units of Limited
		in a Rabbi Trust				Options				Partnership Interest
D. Keith Oden			655,041	(a)			426,296				—
Richard J. Campo			655,650	(b)			426,296				—
William B. McGuire, Jr.			—				—				414,803
William F. Paulsen			—				—				398,575	(c)
Lewis A. Levey			17,599				—				359,692	(d)
William R. Cooper			17,599				—				388,653	(e)
H. Malcolm Stewart			175,790				77,007				—
Scott S. Ingraham			80,291				—				—
Steven A. Webster			20,799				—
Steven K. Eddington			27,345				41,271				—
Dennis M. Steen			19,711				14,722				—
F. Gardner Parker			13,443				—				—
Kelvin R. Westbrook			—				—				—
All trust managers and executive officers as a group (16 persons)			1,736,688				1,008,834				1,561,724

						Unvested
		Unvested Options				Share Awards
D. Keith Oden			210,978				59,228
Richard J. Campo			210,978				59,228
William B. McGuire, Jr.			—				3,436
William F. Paulsen			—				3,436
Lewis A. Levey			—				—
William R. Cooper			—				—
H. Malcolm Stewart			150,634				53,557
Scott S. Ingraham			—				3,436
Steven A. Webster			—				3,436
Steven K. Eddington			16,255				30,340
Dennis M. Steen			38,888				49,167
F. Gardner Parker			—				—
Kelvin R. Westbrook			—				1,701
All trust managers and executive officers as a group (16 persons)			703,528				304,290

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to us during or with respect to 2008, we believe all SEC filing requirements applicable to our trust managers, officers and beneficial owners of more than 10% of our common shares were complied with in 2008.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We are not a party to any transaction with executive officers or trust managers that is required to be disclosed under Item 404(a) of Regulation S-K.

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee of Camden Property Trust has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis describes the key principles and factors underlying our executive compensation policies for 2008 for our named executive officers, who are:

•

our Chairman of the Board and Chief Executive Officer, Richard J. Campo;

•

our President, D. Keith Oden;

•

our Chief Operating Officer, H. Malcolm Stewart;

•

our Senior Vice President-Finance, Chief Financial Officer and Secretary, Dennis M. Steen; and

•

our Senior Vice President-Operations, Steven K. Eddington.

Compensation Program Objectives and Policies

Overall Program Objectives

We design our compensation programs to achieve the following objectives in the context of our business:

•

support our business strategy and business plan by clearly communicating what is expected of executives with respect to goals and results and by rewarding achievement;

•

attract, motivate and retain executives with superior talent; and

•

align incentive compensation with performance measures that are directly related to our financial goals and creation of shareholder value.

The following principles guide us in developing executive compensation programs and setting total compensation levels for executives:

•

compensation levels should be closely tied to our success and each executive’s contribution to that success;

•

compensation programs should offer an opportunity for greater compensation for superior performance, balanced by the risk of lower compensation when performance is less successful; and

•

the mix and level of compensation for an executive should consider the importance of the executive to Camden, competition for that executive’s talent and relative levels of compensation for other executives.

Elements of Compensation

We seek to achieve our compensation objectives through six compensation elements:

•

a base salary;

•

a variable, annual, performance-based bonus;

•

an annual performance award program;

•

periodic grants of long-term, equity-based compensation such as share awards and/or options;

•

deferred compensation plans and programs defining when payments are made in connection with termination of employment and change in control of Camden; and

•

perquisites and other personal benefits.

These elements combine to promote the objectives described above. Base salary, termination payments, where applicable, and perquisites and other personal benefits provide a minimum level of compensation that helps attract and retain highly qualified executives. Performance-based bonuses and awards reward achievement of annual goals important to our business and shareholder value-creation strategies. Equity-based compensation aligns each executive’s compensation directly with the creation of longer-term shareholder value and promotes retention.

For senior executives, including the named executive officers, we believe that equity and performance-based compensation should be a higher percentage of total compensation than for less senior executives. Equity and performance-based compensation relate most directly to achievement of strategic and financial goals and to building shareholder value, and the performance of senior executives has a strong and direct impact in achieving these goals.

In making decisions with respect to any element of a named executive officer’s compensation, the compensation committee considers the total current compensation that may be awarded to the officer, including salary, annual bonus, performance awards and long-term incentive compensation. The compensation committee’s goal is to award compensation that is reasonable in relation to our compensation philosophy when all elements of potential compensation are considered.

Competitive Considerations

We are a complex organization that operates and recruits talent across diverse markets and necessarily must make each compensation decision in the context of the particular situation, including the individual’s specific roles, responsibilities, qualifications and experience. We take into account information about the competitive market for executive talent, but because individual roles and experience levels vary among companies and executives, we believe that strict benchmarking against selected groups of companies does not provide a meaningful basis for establishing compensation. Therefore, the compensation committee does not attempt to maintain a specific target percentile with respect to a specific list of benchmark companies in determining compensation for named executive officers. Rather, the compensation committee reviews information regarding competitive conditions from a variety of sources in making compensation decisions. These sources include industry studies and compensation surveys as well as publicly-available information regarding six public REITs (AvalonBay Communities, Inc., BRE Properties, Inc., Equity Residential, Essex Property Trust, Inc., Post Properties, Inc. and UDR, Inc.) that have the following criteria:

•

competitive companies in Camden’s major markets;

•

market capitalization, target markets, asset quality, financial structure and organization similar to Camden; and

•

development orientation and pipeline similar to Camden.

Policy Regarding Recoupment of Compensation

If we are required to restate our financial results due to material noncompliance with financial reporting requirements under the securities laws as a result of misconduct by an executive officer, applicable law permits us to recover incentive compensation from that executive officer (including profits realized from the sale of our securities). In such a situation, the board of trust managers would exercise its business judgment to determine what action it believes is appropriate. Action may include recovery or cancellation of any bonus or incentive payments made to an executive on the basis of having met or exceeded performance targets during a period of fraudulent activity or a material misstatement of financial results if the board determines such recovery or cancellation is appropriate due to intentional misconduct by the executive officer that resulted in performance targets being achieved that would not have been achieved absent such misconduct.

Policy with Respect to the $1 Million Deduction Limit

Section 162(m) of the Internal Revenue Code limits the deductibility on our tax return of compensation over $1 million to any of our named executive officers. However, compensation paid pursuant to a plan that is performance-related, non-discretionary and has been approved by our shareholders is not subject to section 162(m). We have such a plan and may utilize it to mitigate the potential impact of section 162(m). We did not pay any compensation during 2008 that would be subject to section 162(m). We believe, because we qualify as a REIT under the Internal Revenue Code and therefore are not subject to federal income taxes on our income to the extent distributed, the payment of compensation that does not satisfy the requirements of section 162(m) will not generally affect our net income. However, to the extent compensation does not qualify for deduction under section 162(m) or under our share incentive plan approved by shareholders to, among other things, mitigate the effects of section 162(m), a larger portion of shareholder distributions may be subject to federal income taxation as dividend income rather than return of capital. We do not believe section 162(m) will materially affect the taxability of shareholder distributions, although no assurance can be given in this regard due to the variety of factors that affect the tax position of each shareholder. For these reasons, the compensation committee’s compensation policy and practices are not directly governed by section 162(m).

Employment Agreements

We enter into employment agreements with senior officers, including all of the named executive officers, when the compensation committee determines an employment agreement is desirable for Camden to obtain a measure of assurance as to the executive’s continued employment in light of prevailing market competition for the particular position held by the executive officer, or where the compensation committee determines an employment agreement is necessary and appropriate to attract an executive in light of market conditions, the prior experience of the executive or practices at Camden with respect to other similarly situated employees. These employment agreements are more fully described below under “Compensation Tables—Employment Agreements” on page 31.

Determination of Compensation

Roles and Responsibilities

Compensation Committee. The compensation committee determines the compensation, including related terms of employment agreements, for each of the named executive officers. The compensation committee’s responsibilities include:

•

in consultation with senior management, to establish our general compensation philosophy and oversee the development and implementation of compensation programs;

•

to review our executive compensation plans in light of Camden’s goals and objectives with respect to such plans and, if the compensation committee deems it appropriate, to recommend to the board the adoption of new, or the amendment of existing, executive compensation plans;

•

to review and approve corporate goals and objectives relevant to the compensation of our executive officers, evaluate annually the performance of our executive officers in light of the goals and objectives, and determine the compensation level of each executive officer based on this evaluation; and

•

to review and approve any employment, severance and termination agreements or arrangements to be made with any of our executive officers.

The compensation committee meets regularly outside of the presence of management to discuss compensation decisions and matters relating to the design of compensation programs.

Compensation Consultant. During 2008, the compensation committee retained the compensation consulting firm of CEL & Associates, Inc. to assist in the continual development and evaluation of compensation policies. While the consultant was not directly involved with 2008 compensation determinations, it met with the compensation committee with and without management present and provided third-party data, advice and expertise on executive and trust manager compensation. At the direction of the compensation committee, the consultant has validated a market compensation analysis prepared by management on overall executive compensation competitiveness in the public REIT marketplace and among major competitors/peer group companies and prepared its own analysis of executive compensation matters (including positioning of programs in the competitive market and the design of plans consistent with the compensation committee’s compensation philosophy) and trust manager compensation matters and public disclosure of such matters.

Executive Officers. Richard J. Campo, our Chairman of the Board and Chief Executive Officer, and D. Keith Oden, our President, make recommendations to the compensation committee based on the compensation philosophy and objectives set by the compensation committee as well as current business conditions. More specifically, for each named executive officer, including themselves, Messrs. Campo and Oden review competitive market data and recommend to the compensation committee the performance measures and target goals, in each case for the review, discussion and approval of the compensation committee. For each executive officer other than themselves, Messrs. Campo and Oden also review the rationale and guidelines for compensation and annual share awards for the review, discussion and approval of the compensation committee. Messrs. Campo and Oden may attend meetings of the compensation committee at the request of the compensation committee chair, but do not attend executive sessions and do not participate in any compensation committee discussions relating to the final determination of their own compensation.

Base Salary

The objective of base salary is to provide fixed compensation to an individual that reflects his or her job responsibilities, experience, value to Camden, and demonstrated performance.

Salaries are determined by the compensation committee based on its subjective evaluation of a variety of factors, including:

•

the nature and responsibility of the position;

•

the impact, contribution, expertise and experience of the individual executive;

•

competitive market information regarding salaries to the extent available and relevant;

•

the importance of retaining the individual along with the competitiveness of the market for the individual executive’s talent and services; and

•

the recommendations of Messrs. Campo and Oden.

Merit-based salary increases to named executive officers’ salaries are based on these factors as well as, with respect to Messrs. Campo and Oden, the achievement of company-wide goals and, with respect to the other named executive officers, the achievement of company-wide goals as well as goals related to their respective areas of responsibility. These goals are described below under “Annual Bonus.”

Annual Bonus

The compensation program provides for a bonus linked to annual performance. The objective of the program is to compensate individuals annually based on the achievement of specific annual goals the compensation committee believes correlate closely with growth of long-term shareholder value.

The compensation committee determines a dollar value for annual bonuses. To more fully tie compensation to long-term performance, executives must receive at least 25% of their annual bonuses in shares and may elect to receive up to 50% of their annual bonuses in shares. These shares are valued at 150% of the cash value of the corresponding portion of the annual bonuses. Historically, executives have tended to elect to receive the maximum 50% in shares, further aligning compensation with the creation of shareholder value. The number of shares to be issued is determined based on the market share price at the date of grant. The shares issued pursuant to these grants vest 25% on the grant date and 25% on February 15^th of each of the next three years.

The annual bonus process for named executive officers involves the following basic steps:

1.

Setting Camden Financial Goals. At the outset of the year, the compensation committee receives recommended financial performance measures and performance ranges for Camden from senior management and reviews and discusses them with senior management, and then sets performance goals for Camden.

2.

Setting Other Performance Objectives. At the same time it sets company-wide financial performance ranges, the compensation committee also approves other performance objectives for each named executive officer and his individual area of responsibility. These objectives are based on the recommendations of the Chairman of the Board and Chief Executive Officer and the President and we believe these objectives allow the compensation committee to play a more proactive role in identifying performance objectives beyond purely financial measures.

3.

Setting Weightings of Goals and Objectives. Also at the same time it sets financial goals and other performance objectives, the compensation committee approves the weightings of the financial goals and other performance objectives to help to ensure that only a high level of performance by the individual and Camden will allow an individual to realize increased compensation. These weightings are based on the recommendations of the Chairman of the Board and Chief Executive Officer and President. The compensation committee then approves guidelines for bonus and long-term compensation based on the weighed average achievement of goals. The guidelines for 2008 provided that weighted achievement against the goals would result in payout of bonus and long-term compensation as follows:

		Percentage of Payout of Annual Bonus
Weighted Achievement Against Goals		and Long-Term Compensation
70-100% (exceeds expectations)			75–100%
50-69% (achieves expectations)			50–75%
Below 50% (below expectations)		Less than 50%

4.

Measuring Performance. After the end of the year, the compensation committee reviews Camden’s actual performance against each of the financial goals established at the outset of the year. In determining the extent to which the financial goals are met for a given period, the compensation committee exercises its judgment whether to reflect or exclude the impact of changes in accounting principles and extraordinary, unusual or infrequently occurring events. Consistent with its philosophy that a higher percentage of the most senior executives’ compensation should be tied to performance measures, the higher the individual’s position, the more heavily the goals are weighted by Camden performance. For this reason, 100% of Messrs. Campo and Oden’s compensation is based on company performance. For the other named executive officers, the goals and weightings are tied 50% to company performance and 50% to performance of the individual and his area of responsibility. This assessment allows compensation decisions to take into account each named executive officer’s personal performance and contribution during the year and other factors related to company performance that may not have been fully captured by the financial performance measures.

5.

Adjustment to Reflect Internal and External Equity. The next step in the process is adjustment to the preliminary annual bonus amount to reflect the compensation committee’s subjective determination of internal equity relative to compensation among our senior officers and external equity relative to compensation of senior officers of our peer group described above under “Compensation Program Objectives and Policies—Competitive Considerations.”

Performance Award Program

The compensation program provides for an award linked to annual performance. The objective of the award program is to reward individuals for the achievement of specific corporate goals the compensation committee believes correlate closely with growth of long-term shareholder value by awarding notional common shares (which do not represent actual common shares) to named executive officers based on achievement of company-wide goals described above. The notional shares expire on the tenth anniversary of the date of grant. The holders of notional shares receive an annual cash payment equal to their number of notional shares multiplied by a percentage of the actual dividend rate per share paid to holders of our common shares. The percentage used in determining 2008 awards was based on the achievement of the company-wide goals used in determining annual bonuses described above as follows:

		Payment as a Percentage of
Weighted Achievement Against Goals		Common Dividends Per Share
70% to 100% (exceeds expectations)			125	%
50% to 70% (achieves expectations)			75	%
0-50% (below expectations)			0	%

Long-Term Compensation

The long-term incentive program provides annual awards in the form of share awards and/or share options, which vest over time. The objective of the program is to align compensation for named executive officers over a multi-year period directly with the interests of shareholders by motivating and rewarding creation and preservation of long-term shareholder value.

Equity Grant Procedures. Equity awards to named executive officers (and to other employees) are made by the compensation committee only on dates the committee meets. Compensation committee meetings are normally scheduled well in advance and the schedule is not related to announcements of material information regarding Camden.

Equity Awards. Share and option awards reward shareholder value creation in slightly different ways. Option awards (which have exercise prices equal to the fair market value of our common shares on the date of grant) reward named executive officers only if the share price increases from the date of grant and their value only reflects decreases in share price to, but not below, the exercise price, after which the options would have no value upon exercise. Share awards are impacted by all share price changes, so the value to named executive officers is affected by both increases and decreases in share price from the market price at the date of grant.

Pursuant to our 2002 share incentive plan, upon the vesting of 20,000 or more options, the holder has the right to exercise some or all of the vested options by paying the exercise price with shares (the “Mature Shares”) that have been held by the holder for at least six months prior to the exercise date. Upon the exercise of options through this right, the holder will be deemed to have exchanged the Mature Shares for replacement shares without the requirement of tendering the Mature Shares to us, and receive a number of additional shares from us equal to the total number of shares covered by the options minus the number of Mature Shares used to pay the exercise price for the options (the “Incentive Payment Shares”).

Upon the exercise of this right, the holder receives a share grant by depositing with us 25% of the Incentive Payment Shares. Upon deposit of these shares, we grant to the holder a number of shares in an amount equal to 32.5% of the Incentive Payment Shares, 19.25% of which are designated as “Bonus Shares” and 80.75% of which are designated as “Additional Bonus Shares.”

The Bonus Shares vest 10% on each the first two anniversaries of the date of grant and 80% on the third anniversary of the date of grant. The Additional Bonus Shares vest 10% each of the first four anniversaries of the date of grant and 60% on the fifth anniversary of the date of grant. If a holder terminates his or her employment prior to the completion of these periods, the unvested portion of the Bonus Shares and the Additional Bonus Shares are forfeited.

Upon exercise of this right, the number of options as to which such right was exercised are “reloaded” and reissued to the holder, with such options representing the right to purchase a number of shares equal to the number of options exercised less the number of Incentive Payment Shares. Upon being reloaded, each reload option again represents the right to purchase a share at an exercise price equal to the fair market value of the share on the date of the notice of exercise of the Incentive Exchange Right. The reloaded options are fully vested on the date of issuance and the exercise period is the lesser of (i) ten years or (ii) the term of the original option, beginning on the date of exercise of the options being reloaded. In 2007, Messrs. Campo and Oden exercised reload options and received additional options and shares upon such exercise. There were no reload options exercised in 2008.

We account for share-based payments to employees in accordance with the requirements of FAS 123(R).

Deferred Compensation Plans and Termination Payments

Deferred Compensation Plans. The compensation committee has established a rabbi trust for the benefit of our officers, trust managers and other key employees in which in previous years such persons had the option to place share grants and other deferred compensation. A participant may purchase assets held by the rabbi trust at any time within 30 years from the date of vesting. The purchase price of a share is 25% of the fair value of that share on the date the share was placed in the rabbi trust. The purchase price of any other asset is 25% of the fair value of that asset on the date the asset was placed in the rabbi trust.

The compensation committee has also established a deferred compensation plan for the benefit of our officers, trust managers and other key employees in which the participant may elect to defer cash compensation and/or options or shares granted under our 2002 share incentive plan. A participant has a fully vested right to his or her cash deferral amounts, and the deferred option and share awards will vest in accordance with their terms.

In 2007 and 2008, we amended the deferred compensation plan and agreements relating to the rabbi trust, as well as employment agreements with our executive officers and our incentive share plan, to cause such agreements and plans to comply with applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder. The amendments did not result in any additional compensation expense to Camden.

Termination and Change in Control Payments. We provide named executive officers with severance payments plus a gross-up payment if certain situations occur, such as termination without cause or a change in control. The objective of these benefits is to recruit and retain talent in a competitive market. Benefits that are provided following a change in control also are intended to motivate executive officers to remain with Camden despite the uncertainty and dislocation that arises in the context of change in control situations. These payment are summarized below and more fully described under “Compensation Tables—Potential Payments Upon Termination or Change in Control” starting on page 36.

For a termination other than for cause, the executive will be entitled to receive a severance payment equal to, in the case of Messrs. Stewart, Steen and Eddington, one times his respective annual base salary currently in effect and, in the case of Messrs. Campo and Oden, 2.99 times the greater of his current annual total compensation or his average annual total compensation over the three most recent years and Messrs. Campo and Oden will become fully vested in the unvested portion of any award made to the executive in respect to any retirement, pension, profit sharing, long-term incentive, or other similar such plans.

For a termination by reason of death or disability, the executive will be entitled to receive a severance payment equal to, in the case of Messrs. Stewart, Steen and Eddington, one times his annual base salary, including targeted cash bonus, at the date on which death occurs and, in the case of Messrs. Campo and Oden, 2.99, times the greater of his current annual total compensation or his average annual total compensation over the three most recent years. Each executive will become fully vested in the unvested portion of any award made to the executive in respect to any retirement, pension, profit sharing, long-term incentive or other similar such plans.

For a termination by reason of a change in control, the executive will be entitled to receive a severance payment plus a gross-up payment, if any, for excise taxes due on the change in control payments. In the case of each of Messrs. Steen and Eddington, the severance payment equals 2.99 times his average annual base salary over the previous three fiscal years. In the case of each of Messrs. Campo, Oden and Stewart, the severance payment generally equals 2.99 times the greater of his current annual total compensation or his average annual total compensation over the previous three fiscal years. Each executive will become fully vested in the unvested portion of any award made to the executive in respect to any retirement, pension, profit sharing, long-term incentive or other similar such plans.

Perquisites and Other Personal Benefits. We provide the named executive officers with perquisites and other personal benefits we and the compensation committee believe are reasonable and consistent with our overall compensation program to better enable Camden to attract and retain superior employees for key positions. The compensation committee periodically reviews the levels of perquisites and other personal benefits provided to the named executive officers.

We maintain other executive benefits we consider necessary in order to offer fully competitive opportunities to our executive officers, such as 401(k) retirement savings plans. Executive officers are also eligible to participate in all of our employee benefit plans, such as medical, dental, group life, disability and accidental death and dismemberment insurance, in each case on the same basis as other employees. We provide these benefits to help alleviate the financial costs and loss of income arising from illness, disability or death and to allow employees to take advantage of reduced insurance rates available for group policies.

2008 Decisions

The following is a discussion of the specific factors considered in determining salary, annual bonus, performance awards and long-term compensation for the named executive officers in 2008.

Base Salary

The following table identifies actions taken during 2008 with respect to salaries of the named executive officers:

Named Executive Officer		Action
Richard J. Campo		Increase from $434,660 to $447,700 effective January 1, 2008
D. Keith Oden		Increase from $434,660 to $447,700 effective January 1, 2008
H. Malcolm Stewart		Increase from $360,000 to $370,800 effective January 1, 2008
Dennis M. Steen		Increase from $341,000 to $351,230 effective January 1, 2008
Steven K. Eddington		Increase from $300,000 to $309,000 effective January 1, 2008

In making each of the changes in salary described above, the compensation committee reviewed changes in job responsibility, historical salary levels, performance and contribution made to Camden, the impact on total compensation, competitive conditions and the relationship of compensation to that of other Camden officers and determined the compensation awarded was appropriate to reward performance, ensure retention and maintain appropriate compensation differentials among our officers.

Annual Bonus

The following corporate goals were established for 2008 and utilized by the compensation committee to determine 2008 annual bonus and long-term compensation payments:

1.

The achievement of a target level of funds from operations (“FFO”) of $3.70 per share, which represents the mid-point of our annual guidance issued on February 8, 2008. We utilize The National Association of Real Estate Investment Trusts’ current definition of FFO, which is net income computed in accordance with generally accepted accounting principles, excluding gains or losses from depreciable operating property sales, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. A reconciliation of net income to FFO for the year ended December 31, 2008 is contained in our 2008 annual report and in our earnings release furnished on a Current Report on Form 8-K filed on February 12, 2009. Our FFO for the year ended December 31, 2008 was $2.90 per share, or approximately 22% below the goal. The negative variance to our goal resulted in part from recording impairment charges aggregating approximately $51.3 million related to a reduction in the number of planned development projects we will undertake. Excluding the impairment charges, our FFO per share would have been $3.77.

2.

The achievement of same-property net operating income (“NOI”) growth of 2.75%. We define NOI as total property income less property operating and maintenance expenses. A reconciliation of net income to NOI for the year ended December 31, 2008 is contained in our earnings release furnished on a Current Report on Form 8-K filed on February 12, 2009. For 2008, our same-property NOI declined 0.4% from 2007.

3.

The achievement of targeted transaction volume goal of $927 million by delivering a combination of acquisitions, dispositions and development starts. For 2008, we fell short of our budget for acquisitions, dispositions and development starts.

4.

The achievement of total shareholder return (i.e., share price appreciation and dividends paid) in the top one-third of the multifamily REIT sector. For determining relative performance, the multifamily REIT sector used for comparison consisted of Associated Estates Realty, Apartment Investment & Management Company, AvalonBay Communities, Inc., BRE Properties, Inc., Colonial Properties Trust, Equity Residential, Essex Property Trust, Home Properties, Inc., Mid-American Apartment Communities, Inc., Post Properties, Inc. and UDR, Inc. For 2008, our total shareholder return was not in the top one-third of this sector.

5.

The completion of new developments in accordance with the original time and financial budgets. In 2008, we stabilized five development communities. In the aggregate, these projects were not completed on time and within financial budget projections.

6.

The effectiveness of management in creating and communicating our corporate culture to all employees. We were named by FORTUNE magazine in 2007 and 2008 as one of the “100 Best Companies to Work For” in America. For 2008, we were ranked 41st overall, up nine places from the previous year. We were cited for our lively culture and commitment to having fun. We also created a group to assist us in developing our most talented employees to ensure our succession plan remains on track.

This year was tumultuous for all businesses, and we suffered accordingly. Among other factors, market disruption and volatility, unprecedented job losses, declining rental rates and velocity, historically low yields and a worsening economic outlook in 2008 resulted in shortfalls in achieving many of our goals. As a result of deteriorating market conditions, we decided it was in our best interests to reduce our transaction volume in 2008. We did, however, take a number of steps in 2008 to improve our liquidity and balance sheet, including obtaining commitments of $300 million in discretionary investment funds to provide capital for opportunistic investments, completing a $380 million secured financing with Fannie Mae, completing $140 million of dispositions at attractive yields even as market conditions deteriorated and repurchasing $137 million of debt maturing over the next two years at a yield to maturity of 11.42%.

The higher the individual’s position, the more heavily the goals are weighted by Camden performance. Therefore, 100% of Messrs. Campo and Oden’s compensation is based on company performance, with the goals and weightings set forth below:

Corporate Goals		Weighting
Achievement of FFO per share			30	%
Achievement of targeted same-property NOI growth			20	%
Achievement of targeted transaction volume			10	%
Achievement of targeted total shareholder return			15	%
Completion of new developments in accordance with the original time and financial budgets			20	%
Effectiveness in communicating corporate culture to employees			5	%
			100	%

For 2008, the weighted achievement level of corporate goals was in the “below expectations” category of 0% to 50%.

For the other named executive officers, the goals and weightings are tied 50% to company performance and 50% to performance of the individual and his area of responsibility. For Mr. Stewart, the weighted achievement level was in the “below expectations” category of 0% to 50%, based on the following goals and weightings:

Goals		Weighting
Completion of new developments in accordance with the original time and financial budgets			20	%
Achievement of targeted same-property NOI growth			30	%
Achievement of a targeted additions to our development pipeline			15	%
Achievement of targeted dispositions			15	%
Achievement of targeted acquisitions			10	%
Achievement of property supervision and general and administrative departmental budgets			5	%
Effectiveness in communicating corporate culture to employees			5	%
			100	%

For Mr. Steen, the weighted achievement level was in the “exceeds expectations” category of 70% to 100%, based on the following goals and weightings:

Goals		Weighting
Effective supervision of financial reporting and related functions, systems and personnel			25	%
Effective management of our balance sheet obligations			25	%
Effective management of processes and systems			15	%
Effective management of insurance function			10	%
Effective supervision of internal audit function			10	%
Growth in management responsibilities			10	%
Effectiveness in communicating corporate culture to employees			5	%
			100	%

For Mr. Eddington, the weighted achievement level was in the “below expectations” category of 0% to 50%, based on the following goals and weightings:

Goals		Weighting
Achievement of targeted same-property NOI growth			40	%
Effective implementation and oversight of on-site property initiatives			35	%
Effective implementation of property sales culture			15	%
Effective management of document management processes			10	%
			100	%

The amount of the annual bonus paid to each executive officer in the form of share awards is set forth in the table below under “Long Term Compensation” under “Annual Bonus-Share Award” and the total bonus amount paid to each of the named executive officers is set forth in the section below titled “Total Compensation.”

Performance Award Program

Because the achievement of corporate goals was in the “below expectations” category, none of the named executive officers for fiscal 2008 received any payments under the Performance Award Program.

Long Term Compensation

The compensation committee granted 294,642 share awards and 489,509 options to purchase common shares to the named executive officers and other employees for 2008.

In January 2009, the compensation committee awarded, based on 2008 performance, annual bonus, share and option awards to the following named executive officers:

		Grant				Number of								Base/Exercise
Name		Date				Shares				Award Type				Price of Award
Richard J. Campo			1/28/09				16,863			Share Award				$	30.06
			n/a				—			Annual Bonus-Share Award					n/a
			1/28/09				165,653			Option Award				$	30.06
D. Keith Oden			1/28/09				16,863			Share Award				$	30.06
			n/a				—			Annual Bonus-Share Award					n/a
			1/28/09				165,653			Option Award				$	30.06
H. Malcolm Stewart			1/28/09				10,422			Share Award				$	30.06
			1/28/09				6,315			Annual Bonus-Share Award				$	30.06
			1/28/09				102,388			Option Award				$	30.06
Dennis M. Steen			1/28/09				19,670			Share Award				$	30.06
			1/28/09				6,198			Annual Bonus-Share Award				$	30.06
			n/a				—			Option Award					n/a
Steven K. Eddington			1/28/09				8,248			Share Award				$	30.06
			1/28/09				5,838			Annual Bonus-Share Award				$	30.06
			n/a				—			Option Award					n/a

Share awards vest in five equal annual installments beginning on February 15^th following the one year anniversary of the date of grant. Annual bonus-share awards vest 25% immediately on the date of grant and 25% in three equal annual installments beginning on February 15^th following the one year anniversary of the date of grant. The initial 25% vesting for annual bonus-share awards was recognized in our financial statements for the fiscal year 2008 and are included in the Summary Compensation Table under the “Stock Awards” column. Option awards granted in 2009 for 2008 performance vest in five equal annual installments on February 15, 2010, 2011, 2012, 2013 and 2014.

Employment Agreement Modifications

In connection with Mr. Stewart’s promotion in March 2008 to Chief Operating Officer, his employment agreement was modified to reflect his new position and to align provisions related to change in control payments to those applicable to our other highest-level executive officers. These provisions are described below under “Compensation Tables—Employment Agreements” and “—Potential Payments Upon Termination or Change in Control.”

Total Compensation

Based on company performance as described above, as well as each named executive officer’s achievement of his individual 2008 goals, the compensation committee determined that the named executive officers were entitled to receive the compensation detailed below for 2008.

																		Long-Term
						Annual Bonus												Compensation
						Cash				Share				Performance				Share				Option
Name		Salary				Bonus				Award				Award				Award				Award				Total
Richard J. Campo		$	447,700			$	—			$	—			$	—			$	506,902			$	507,014			$	1,461,616
D. Keith Oden			447,700				—				—				—				506,902				507,014				1,461,616
H. Malcolm Stewart			370,800				126,563				189,844				—				313,285				313,379				1,313,871
Dennis M. Steen			351,230				124,200				186,300				—				591,280				—				1,253,010
Steven K. Eddington			309,000				117,000				175,500				—				247,935				—				849,435

The cash bonuses shown above appear in the Summary Compensation Table under the column headed “Non-Equity Incentive Plan Compensation.”

With respect to 2008 bonus compensation in the form of equity awards, both the share and option awards were made on January 28, 2009. Because the equity awards for 2008 compensation were made in 2009, pursuant to applicable disclosure rules, such awards will be reflected in the Summary Compensation and Grants of Plan-Based Awards tables in our proxy statement for the 2010 annual meeting of shareholders. For the purpose of calculating the number of shares to be granted, the dollars allocated to share awards were divided by $30.06 per share, which was the closing price of our common shares on the date of grant. For the purpose of calculating the number of shares subject to the options to be granted, the dollars allocated to options were divided by $3.06, which price was calculated using the Black-Scholes option pricing model, which we use to measure compensation cost under FAS 123(R). The options have an exercise price per share of $30.06, which was the closing price of our common shares on the date of grant.

Compensation Tables

Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the named executive officers for the three years ended December 31, 2008. We have entered into employment agreements with each of the named executive officers, which are described below under “Employment Agreements.”

																										Change in
																										Pension Value
																										and
																						Non-Equity				Nonqualified
																						Incentive Plan				Deferred
Name and Principal														Stock				Option				Compensation				Compensation				All Other
Position		Year				Salary				Bonus				Awards (1)				Awards (1)				(2)				Earnings (3)				Compensation				Total
Richard J. Campo			2008			$	447,700			$	—			$	669,230			$	69,070			$	—			$	—			$	—			$	1,186,000
Chairman of the			2007				434,660				—				491,183				276,321				200,000				—				12,199	(5)			1,414,363
Board and Chief			2006				434,660				—				2,618,777				536,587				448,000				—				21,360	(6)			4,059,384
Executive Officer
D. Keith Oden			2008			$	447,700			$	—			$	669,230			$	69,070			$	—			$	—			$	—			$	1,186,000
President			2007				434,660				—				491,183				276,321				200,000				—				—				1,402,164
			2006				434,660				—				2,618,777				536,587				448,000				—				—				4,038,024
H. Malcolm Stewart			2008			$	370,800			$	—			$	930,451			$	54,804			$	126,563			$	—			$	3,000	(4)		$	1,485,618
Chief Operating			2007				360,000				—				909,480				1,391				168,750				—				3,000	(4)			1,442,621
Officer			2006				342,000				—				549,386				138,945				303,000				—				10,356	(7)			1,343,687
Dennis M. Steen			2008			$	351,230			$	—			$	740,627			$	44,174			$	124,200			$	—			$	3,000	(4)		$	1,263,231
Chief Financial			2007				341,000				—				658,319				1,391				155,250				—				3,000	(4)			1,158,960
Officer, Senior			2006				325,000				—				326,464				19,455				288,000				—				2,700	(4)			961,619
Vice President — Finance and Secretary
Steven K. Eddington			2008			$	309,000			$	—			$	592,166			$	18,465			$	117,000			$	—			$	3,000	(4)		$	1,039,631
Senior Vice			2007				300,000				—				587,235				1,391				146,250				—				3,000	(4)			1,037,876
President-Operations			2006				285,000				—				334,223				38,791				278,000				—				2,700	(4)			938,714

		Number of Shares
		2008 (a)				2007 (b)				2006 (c)
Richard J. Campo			—				6,247				4,788
D. Keith Oden			—				6,247				4,788
H. Malcolm Stewart			6,315				5,271				3,591
Dennis M. Steen			6,198				4,850				3,304
Steven K. Eddington			5,838				4,568				3,112

		2008				2007				2006
Richard J. Campo		$	—			$	—			$	198,000
D. Keith Oden			—				—				198,000
H. Malcolm Stewart			—				—				115,500
Dennis M. Steen			—				—				115,500
Steven K. Eddington			—				—				115,500

		2008 (i)				2007 (ii)				2006 (iii)
Richard J. Campo		$	—			$	200,000			$	250,000
D. Keith Oden			—				200,000				250,000
H. Malcolm Stewart			126,563				168,750				187,500
Dennis M. Steen			124,200				155,250				172,500
Steven K. Eddington			117,000				146,250				162,500

Grants of Plan Based Awards

The following table sets forth certain information with respect to shares granted during the year ended December 31, 2008 for each named executive officer with respect to annual bonus, performance award program and long-term compensation. The amounts shown in the All Other Stock Awards: Number of Shares and All Other Option Awards: Number of Securities Underlying Options columns reflect the actual share and option awards made in January 2008 with respect to performance in 2007.

																																		All Other
																																		Option				Exercise
																														All Other				Awards:				or Base				Grant Date
																														Stock				Number of				Price of				Fair Value of
						Estimated Future Payouts Under Non-												Estimated Future Payouts Under												Awards:				Securities				Option				Stock and
		Grant				Equity Incentive Plan Awards												Equity Incentive Plan Awards												Number				Underlying				Awards				Option
Name		Date				Threshold				Target				Maximum				Threshold				Target				Maximum				of Shares				Options				(2)				Awards (3)
Richard J. Campo			1/28/09	(1)			—			$	126,000			$	210,000				—				—				—				—				—				—				n/a
			1/30/08	(4)			—				—				—				—				—				—				—				56,656			$	48.02			$	286,815
			1/30/08	(4)			—				—				—				—				—				—				11,839				—				48.02				568,509
			1/30/08	(5)			—				—				—				—				—				—				6,247				—				48.02				299,981
D. Keith Oden			1/28/09	(1)			—			$	126,000			$	210,000				—				—				—				—				—				—				n/a
			1/30/08	(4)			—				—				—				—				—				—				—				56,656			$	48.02			$	286,815
			1/30/08	(4)			—				—				—				—				—				—				11,839				—				48.02				568,509
			1/30/08	(5)			—				—				—				—				—				—				6,247				—				48.02				299,981
H. Malcolm Stewart			1/28/09	(1)			—			$	105,000			$	175,000				—				—				—				—				—				—				n/a
			1/30/08	(4)			—				—				—				—				—				—				—				60,308			$	48.02			$	305,303
			1/30/08	(4)			—				—				—				—				—				—				12,603				—				48.02				605,196
			1/30/08	(5)			—				—				—				—				—				—				5,271				—				48.02				253,113
Dennis M. Steen			1/28/09	(1)			—			$	73,500			$	122,500				—				—				—				—				—				—				n/a
			1/30/08	(4)			—				—				—				—				—				—				—				48,610			$	48.02			$	246,083
			1/30/08	(4)							—				—				—				—				—				10,301				—				48.02				494,654
			1/30/08	(5)			—				—				—				—				—				—				4,850				—				48.02				232,897
Steven K. Eddington			1/28/09	(1)			—			$	73,500			$	122,500				—				—				—				—				—				—				n/a
			1/30/08	(4)			—				—				—				—				—				—				—				20,319			$	48.02			$	102,863
			1/30/08	(4)			—				—				—				—				—				—				4,335				—				48.02				208,167
			1/30/08	(5)			—				—				—				—				—				—				4,568				—				48.02				219,355

Employment Agreements

We have entered into an employment agreement with each of Messrs. Campo, Oden, Stewart, Steen and Eddington. The agreements with Messrs. Campo and Oden expire on July 22, 2009. However, on July 22 of each year, the expiration date of the agreements with Messrs. Campo and Oden will automatically be extended by one additional year so that as a result of such extension the then remaining term of employment will be one year. The agreements with Messrs. Stewart, Steen and Eddington expire on August 20, 2009. Six months prior to expiration, unless notification of termination is given, these agreements extend for one year from the date of expiration. The agreements with Messrs. Campo and Oden provide for a base salary of $447,700 per calendar year and the agreements with Messrs. Stewart, Steen and Eddington provide for a base salary of $370,800, $351,230 and $309,000 per calendar year, respectively, in each case as may be increased as determined by the board or compensation committee in its sole discretion. The agreements also provide that each such executive is eligible for annual incentive compensation and long term compensation as determined by the board or the compensation committee in its sole discretion, and to health/dental insurance, life insurance, disability insurance and similar benefits available to our employees. Each employment agreement contains provisions relating to compensation payable to the respective named executive officer in the event of a termination of such executive’s employment, which provisions are described below under “Potential Payments Upon Termination or Change in Control.”

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to the market value as of December 31, 2008 of all unexercised options and unvested share awards held by each named executive officer as of December 31, 2008.

		Option Awards																Stock Awards
																						Market
		Number of				Number of												Number of				Value of
		Securities				Securities												Shares or				Shares or
		Underlying				Underlying												Units of				Units of
		Unexercised				Unexercised				Option				Option				Stock That				Stock That
		Options				Options				Exercise				Expiration				Have Not				Have Not
Name		Exercisable				Unexercisable				Price				Date				Vested				Vested
Richard J. Campo			2,891				—			$	34.59				01/28/12				30,659	(1)		$	960,853
			26,100				—			$	31.48				02/05/13				7,080	(2)			221,887
			24,760				—			$	41.91				01/28/12				13,042	(3)			408,736
			136,749				—			$	42.90				01/29/14				3,222	(4)			100,977
			22,259				—			$	44.00				01/28/12				54,003			$	1,692,453
			37,098				—			$	44.00				02/05/13
			100,000				—			$	45.53				02/02/15
			—				56,656	(5)		$	48.02				01/30/18
			201				—			$	51.37				01/28/12
			30,660				—			$	51.37				02/05/13
			16,047				—			$	62.32				01/29/14
			7,939				—			$	62.32				01/29/14
			10,261				—			$	73.32				02/05/13
			414,965				56,656