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                                        Filing pursuant to Rule 14a-12 under the
                                                 Securities Exchange Act of 1934
                                      
                               Filer and Subject Company: Summit Properties Inc.
                                               Exchange Act File Number: 1-12792
                                      
                                    

         This filing relates to a proposed acquisition (the "Acquisition") by
Camden Property Trust ("Camden") of Summit Properties, Inc. ("Summit") pursuant
to the terms of an Agreement and Plan of Merger, dated as of October 4, 2004, by
and among Camden, Camden Sparks, Inc., a wholly owned subsidiary of Camden, and
Summit.

         The following is a transcript of a conference call with analysts held
on October 5, 2004 regarding the Acquisition and related matters.


                              CAMDEN PROPERTY TRUST

                           MODERATOR: RICHARD J. CAMPO
                                 OCTOBER 5, 2004
                                   8:30 AM CT


Terry McKinney:

Camden Property Trust    Good morning and thank you for joining this morning's
                         call.

                         Before we begin I would like to remind everyone that we
                         will be making forward-looking statements based on our
                         current expectations and belief. These statements are
                         not guarantees of future performance and involve risk
                         and uncertainties that could cause actual results to
                         differ materially from expectations. Further
                         information about these risks could be found in our -
                         can be found in our filings with the SEC and we
                         encourage you to review them.

                         I would now like to turn the call over to Camden's
                         Chairman and Chief Executive Officer Ric Campo.




Richard J. Campo:

Camden Property Trust    Good morning and I appreciate you joining us on our
                         call today.

                         With me this morning is Steve LeBlanc, CEO of Summit,
                         Keith Oden, Dennis Steen, Alex Jessett, and Terry
                         McKinney and also Ben Fraker.

                         We are excited and pleased to tell you that Camden and
                         Summit have entered into a definitive merger agreement.
                         This is without question a defining moment for both our
                         companies. This agreement will create an exceptional
                         multi-family platform and the fifth largest
                         multi-family company in the industry with a total of
                         66,693 apartment homes and a total enterprise value of
                         5.3 billion when the merger is complete. The combined
                         companies will operate under the nationally recognized
                         Camden Living Excellence brand name.

                         As most of you know we celebrated ten years as a
                         publicly traded company in 2003. Our 11 years of
                         experience as a public company and the preceding 12
                         years has shown us that a sound business plan cleanly
                         executed by intelligent dedicated professionals that
                         share our values is the key to delivering consistent
                         performance year after year. So it's not surprising
                         that after all this time our fundamental strategy
                         remains the same - creating the best multi-family
                         platform in the industry that delivers consistent
                         results for our shareholders.

                         Since our IPO in 1993, we have focused on growing our
                         share price, FFO and dividend. Our commitment to our
                         strategy is demonstrated in the progress that we've
                         made. We have increased our assets and diversified our
                         markets from $200 million in two Texas markets in 1993
                         to 3 billion - 3.8 billion in 14 geographically
                         dispersed, high growth markets stretching from coast to
                         coast. This growth has been fueled by the execution of
                         two highly successful mergers: Paragon in 1997 and
                         Oasis Residential in 1998. Those mergers increase our
                         asset value by 1.9 million. Our growth has also been
                         driven by a $1.2 billion 




                         development program that brought on line more than
                         14,000 Camden flagship apartment homes, and the prudent
                         recycling of capital with carefully selected
                         acquisitions totaling 13,000 apartments and $452
                         million and the disposition of 17,000 non-strategic
                         apartments totaling $772 million.

                         Our results speak for themselves. In the last 11 years
                         our FFO has grown from $1.86 per share to a consensus
                         for 2004 of $3.24 a share. Our annual dividend has
                         increased from $1.60 to $2.54, and at all times has
                         been covered with operating cash flow and our stock
                         price has more than doubled.

                         With this $1.9 billion merger, we are making the right
                         move for both organizations. We'll be acquiring 14,000
                         high-quality apartment homes most of which are located
                         in regions that are new to Camden such as Washington,
                         DC, South Florida and Atlanta. This strategic
                         geographic complement enhances our existing footprint
                         in Florida and North Carolina while further
                         diversifying our portfolio with the addition of the new
                         regions.

                         Our already substantial development pipeline will grow
                         with the addition of Summit's development arm
                         consisting of 3,700 apartment homes with approximately
                         60% located in Washington, DC area and 25% in Southeast
                         Florida. As you can see, Summit's markets, asset
                         quality and development pipeline are an excellent match
                         with Camden.

                         This transaction is also firmly aligned with our
                         strategic plan of lowering our net operating income
                         concentration in Las Vegas, Houston, and Dallas and
                         increasing our presence on the East and West Coasts.

                         With this announcement, we are accelerating the process
                         of diversifying our portfolio. What would have taken
                         typically five years to accomplish, we will be
                         completing in just a matter of months. By accelerating
                         our diversification 



                         strategy, we believe we are continuing to position
                         ourselves to be the best in all aspects of the
                         multi-family industry. I would now like to turn the
                         call over to Keith Oden to give you a couple
                         observations about this strategic move. Keith...

D. Keith Oden:

Camden Property Trust    Thanks, Ric.

                         The history that Ric covered demonstrates our
                         commitment to transforming Camden's operating platform
                         from 6,000 units in Texas to the more than 50,000 unit
                         national footprint that we enjoy today. Currently, we
                         operate an efficient, geographically diversified
                         platform that has consistently delivered stable
                         earnings growth to our shareholders.

                         As Ric indicated, our strategic objectives have not
                         changed. As many of you who follow our company know,
                         we've been talking about our diversification strategy
                         for some time. The strategy's premise is that by having
                         a portfolio diverse in both geography and product type
                         we are able to leverage all stages of the market cycle
                         and capture greater market share by offering
                         high-quality apartment homes at varying price points to
                         our residents.

                         Instrumental to this strategy has been our goal of
                         limiting the NOI concentration at each market to single
                         digits. For the past 11 years, we've been working
                         diligently to reduce the NOI contributions of our
                         over-weighted markets, such as Houston, Dallas, and Las
                         Vegas and increase our exposure in our other growth
                         markets to achieve a portfolio with NOI contributions
                         below 10% in every market. This merger gets us to
                         single digit NOI concentrations in all markets in less
                         time than we had planned and on an FFO accretive basis.




                      We've chosen our core markets carefully. We firmly believe
                      that over the long term employment growth is intrinsically
                      linked to multi-family performance, and employment growth
                      over the next five years will continue to drive the
                      fundamentals of our business. Consequently, we have sought
                      to acquire assets that are located within the high growth
                      markets.

                      We have also consistently focused on asset quality while
                      offering a variety of price points to maximize market
                      share. We continue to increase the overall quality of our
                      portfolio by pruning the portfolio of older, non-strategic
                      assets and acquiring assets that match our criteria.

                      This merger is another crucial step in the execution of
                      those key objectives. Summit is known for a high quality,
                      well-located apartment communities. Their East Coast
                      presence in markets such as Southeast Florida, Washington,
                      DC area, Atlanta, Raleigh, and Charlotte improve our
                      platform while providing us a presence in 19 of the 26
                      highest projected employment growth markets in the US for
                      the next five years.

                      It's hard to imagine a portfolio that is a better fit with
                      our strategic objective than Summit - they are in the
                      right place with the right assets which makes this move
                      the best move for Camden. Not only does Summit bring an
                      excellent East Coast portfolio to the table but it also
                      brings a sufficient number of premiere communities in each
                      of those markets to achieve the operating efficiencies
                      that our core market strategy requires.

                      Additionally, with Summit's average asset age of only six
                      (6) years and Camden's eleven (11) years our overall asset
                      age will be reduced to an average of nine (9) years. The
                      result is a portfolio of newer, higher quality apartment
                      communities. We believe that this merger produces the best
                      platform in the industry when measured by future NOI
                      growth potential.



                         Camden's future NOI growth will be enhanced by
                         accelerating the same store NOI growth on Summit's
                         assets and by assimilating Summit's development
                         pipeline and production capabilities into Camden.

                         For more than ten years we have consistently
                         outperformed our peer group in same store NOI growth.
                         Camden's average annual NOI growth is 3.3% compared
                         with a peer group of 1.0%. Summit's average NOI growth
                         is slightly higher than the peer group at 1.4%.

                         We believe that an area in which a positive impact on
                         NOI can be achieved almost immediately is in improving
                         operating efficiencies as it relates to technology.

                         For example, our combined companies would benefit from
                         the substantial investments that Camden has made in
                         technology and ancillary income streams over the last
                         decade. Those technologies that have already
                         demonstrated that they streamline our employee's work
                         flow and enhance our residents' lives include Credit
                         Retreiver, Camden Connect, OpsTechnology, and Sure
                         Deposit.

                         Most importantly, we will quickly convert the Summit
                         portfolio to our state-of-the-art web-based OneSite
                         property management system that we co-designed and
                         developed and are in the process of implementing across
                         our portfolio. The system streamlines our business
                         processes, which in turn increases employees' response
                         time to service our customer requests and also reduces
                         customer wait time for those requests. The system
                         brands the customer experience from first contact to
                         move-out and creates a seven-day-a-week, just-in-time
                         customer service solution.

                         Finally, the company will have a substantial
                         development pipeline located in strong markets to drive
                         future growth. Camden's $430 million current and 




                         future development pipeline combined with Summit's $620
                         million pipeline will result in a $1.1 billion
                         development pipeline to be staged over the next several
                         years. Nearly $800 million of those developments will
                         be located in the key markets of Southern California,
                         Southeast Florida and the Washington, DC area. On a
                         $5.3 billion asset base, the anticipated development of
                         new, high-quality communities in high-growth markets is
                         a compelling driver of future growth.

                         Now I'd like to turn the call over to Steve LeBlanc,
                         CEO of Summit Properties.

Steve LeBlanc:

Summit Properties        Thanks Keith and thank you Ric.

                         You know your tremendous leadership and outstanding
                         performance over the years has made this merger
                         possible so thank you.

                         I'm going to cover two areas this morning. First I'm
                         going to give you a little bit of history about Summit
                         and our strategic focus and next I want to discuss the
                         compelling reasons for this merger.

                         Summit's a 32-year-old company with a long proud
                         history and in fact we began a serious transformation
                         about six years ago when we transformed the company
                         from 22 markets down to 5. We're a fully integrated
                         operating company focused on those 5 markets that have
                         historically led the country in job growth and in fact
                         Washington, DC and Southeast Florida, two of the best
                         apartment markets in the country, represent over 50% of
                         our NOI.

                         We've got a portfolio of Class A market leading
                         communities with an average age of only six (6) years.
                         We've also got some of the best associates in the
                         industry. We're focused on customer service. We won the
                         Best Customer 




                         Service Award for four years in a row. We're also
                         focused on development and creating value. We've got a
                         $600 million plus pipeline with a tremendous embedded
                         value creation opportunity.

                         So Summit's strategic focus, operating platform and
                         portfolio of Class A communities in five of the best
                         apartment markets in the country is an excellent fit
                         for Camden.

                         Now I'd like to discuss some of the compelling reasons
                         for this partnership.

                         One is the tremendous enhanced geographic diversity the
                         combined company will have with a Coast to Coast
                         platform that will rival none in the industry.

                         We'll also have a lower total cost to capital and
                         they'll also be great, tremendous operating
                         efficiencies as we adopt the best practices of both
                         companies.

                         When you also combine the two terrific development
                         pipelines, our pipeline of $620 million and Camden's
                         pipeline of $430 million for a total combined
                         development pipeline of $1.1 billion, and as Keith
                         mentioned $785 million in Washington, DC, Southeast
                         Florida and Southern California three of the best
                         apartment markets in the country, that's a tremendous
                         embedded value creation for our combined shareholders.

                         The organizational fit is also quite remarkable. Camden
                         will be able to add three new markets, Washington, DC,
                         Southeast Florida, and Atlanta and add to their
                         portfolio in Charlotte and Raleigh. I really believe
                         this will be the best portfolio and operating platform
                         in the multi-family apartment sector.




                         We also have shared culture and values which are very
                         compatible operating ideology. Camden and Summit both
                         are customer service driven companies. Our associates,
                         some of the best in the industry, have a long tradition
                         of excellence in everything they do.

                         Finally, our shareholders should be very excited about
                         the premium stock price and the 26% dividend increase
                         they will benefit from. They will also have an
                         opportunity to be part of the new Camden which is a
                         terrific platform.

                         With that let me turn the call back over to Ric and
                         Keith and remind them that we are now their biggest
                         fans.

Richard J. Campo:

Camden Property Trust    Thanks Steve.

                         Based on Camden's closing share price on October 1,
                         2004, Camden would acquire each Summit common share for
                         consideration, on average, of $31.37 per share, a
                         premium of 13.5% to Summit's closing share price on
                         Friday, October 1st Thirteen dollars and eighty-one
                         cents ($13.81) of common share consideration will
                         consist of cash, $434 million in the aggregate, and
                         $17.56 of common share consideration will consist of
                         Camden common shares with a fixed exchange ratio. Total
                         Camden share consideration will equate to approximately
                         14 million Camden common shares and operating
                         partnership units. This is assuming that all holders of
                         the operating partnership units would like to remain in
                         the partnership following the merger.

                         Summit shareholders and unit holders will be able to
                         elect to receive either cash or Camden shares for each
                         Summit share. The transfer agent will balance the cash
                         versus stock elections based on shareholder election in
                         order to maintain the fixed cash and stock relationship
                         prior to closing. Camden will maintain its 




                         annual dividend of $2.54 per share which will provide a
                         $0.35 per share or a 26% increase in dividends for
                         Summit shareholders.

                         Summit will have a termination right in the event that
                         Camden shares trade below $39.31 based on the 14-day
                         average excluding the high and the low immediately
                         prior to closing. However, Camden has the right to cure
                         any deficiencies under the $39.31 price by adjusting
                         the exchange rate. There's a $50 million break-up fee
                         in the transaction.

                         Camden's board will be expanded by two directors. We
                         expect those board seats to be filled by Mr. William B.
                         McGuire, Jr. and Mr. William F. Paulsen and we are
                         excited to have these two veteran real estate
                         professionals add value to our Board.

                         The $1.9 billion merger we funded with $434 million in
                         cash, $658 million in Camden shares, and the assumption
                         of approximately $750 million of Summit debt. The cash
                         component of the consideration will be funded through a
                         combination of property sales and the spin-off of
                         properties into a to-be-formed joint venture. The joint
                         venture would be similar to the spin-off of the Las
                         Vegas properties that was part of Oasis Residential
                         merger. We believe that these cash generating
                         transactions should be completed before or closely
                         following the merger closing anticipated to be some
                         time during January 2005.

                         We have arranged for a $500 million bridge loan from
                         Bank of America in the event that our anticipated sales
                         are not completed before the closing. Post-merger, we
                         are committed to keeping reasonable debt levels and
                         maintaining our investment grade ratings.




                         We have analyzed numerous sets of assumptions for
                         combining these two companies and the transaction will
                         be slightly accretive beginning in 2005 under all
                         scenarios that we've modeled.

                         Having successfully completed two mergers already we
                         know how to cut cost by streamlining corporate
                         administration, integrating operations, and
                         implementing revenue enhancing and expense control
                         programs on site.

                         We expect the major components of our synergies to
                         result from a $10 million reduction in G&A run-rate
                         expense, a $6 million interest savings in the first
                         year from mark to market of assumed debt, and fees
                         generated from the formation of the joint venture.
                         However some of the synergies will of course be offset
                         by higher projected interest rates and the issuance of
                         14 million shares of Camden stock when the transaction
                         closes.

                         The overall cap rate on this transaction is estimated
                         to be 5.9% based on 2004 NOI in-place rent or in-place
                         NOI for 2004 after deducting market cap-ex reserves and
                         management fees. We're currently in the process of
                         developing our 2005 property level and corporate G&A
                         budgets and expect to complete them during the fourth
                         quarter. We plan on providing 2005 earnings guidance
                         and discussing the underlying assumptions for that
                         guidance prior to year-end once we have completed our
                         2005 budget process.

                         At this point we'll open up the call for any questions.


                         Your first question comes from Andrew Rosivach of
                         Camden Property Trust. Please proceed.




Andrew Rosivach:

First Boston             Good morning. It's Andrew Rosivach of First Boston.

D. Keith Oden:

Camden Property Trust    We knew you liked us but didn't know you'd joined us.

Andrew Rosivach:         I know you were worried about your G&A estimates after
                         hearing that.

D. Keith Oden:           Yes.

Andrew Rosivach:         Just on the deal terms I think I've got it now. But at
                         the end of the day if you think of Summit being 35
                         million shares and units, 21 million are going to -
                         million shares are going to be bought but with Camden
                         shares no matter what and 14 million are going to be
                         bought with cash no matter what. Is that how
                         (unintelligible)?

Richard J. Campo:        (Unintelligible).

Andrew Rosivach:         Okay so to a certain extent your consideration for
                         Summit is going to fluctuate a little bit with Camden
                         share price.

Richard J. Campo:        That's correct.

Andrew Rosivach:         Okay.

Richard J. Campo:        That's the only thing that fluctuates because it is a
                         fixed exchange rate - ratio and a fixed number of
                         shares.

Andrew Rosivach:         Got it and how many shares are now pledged to
                         definitely go stock?




Richard J. Campo:        Approximately 14 million shares of Camden stock will be
                         issued in conjunction with the merger.

Andrew Rosivach:         I'm sorry. How many - I think you'd mentioned on
                         yesterday's call that some of Summit's management team
                         has already agreed that they'll go 100% stock?

Richard J. Campo:        We expect even though you'd have to go to the proxy
                         solicitation process - we expect that the operating
                         unit holders or a substantial number of the operating
                         holders including the founders of the company will
                         choose stock yes. But we do have to go through the
                         solicitation process and we do have - and then that has
                         to go forward but we do expect that, that's correct.

Andrew Rosivach:         Got it - okay and then how much are the transaction
                         costs to the deal and is that baked into the cap rate
                         calculation?

Richard J. Campo:        Yes. The transaction cost in the deal is about - a
                         total of roughly $66 million in terms of change in
                         control cost, bankers, lawyers, that sort of stuff.
                         Those costs are baked into all the cap rate assumptions
                         and the accretion and dilution analysis that we've put
                         forth.

Andrew Rosivach:         Got it and then finally the mark to market that's
                         really a - that's a non-cash GAAP event. What would be
                         the accretion from the deal or would the deal be pretty
                         close to flat if we backed off the loan premium
                         amortization?

Richard J. Campo:        Well first of all let's talk about how the mark to
                         market is determined.

                         First of all we're basically taking their debt and
                         marking it to market as if it was a - like a bond and
                         the discount or the reduction or the amount of debt -
                         the cost associated with the debt that's over market
                         which in our model is about $20 million in the
                         aggregate that was - we used - that number was actually
                         - we 




                         reduced the amount of equity value to Summit
                         shareholders so as if Summit shareholders are paying
                         that because their debt is over market. So it's real
                         money coming out of the computation for the ultimate
                         equity value of the transaction. So let's make sure
                         that everybody understands that.

                         We've subtracted from the total value of Summit equity
                         the amount of - this $20 million related to the
                         interest being above market. And that then from an
                         accounting perspective we are amortizing that $20
                         million reduction in equity value for Summit
                         shareholders over the life of those loans as if we just
                         went out and got new loans at the current market rate.

                         Okay now from that perspective it's - think of it as
                         just refinancing the portfolio but the cost associated
                         with the refinancing of the portfolio was borne by the
                         Summit shareholders by virtue of them getting $20
                         million less in value by subtracting that mark from
                         their equity value. It's not an accounting-ism or
                         anything like that. It's purely the re-apportion or the
                         re-pricing of the debt and pricing that cost into the
                         Summit shareholder value.

                         Now as far as the accretion dilution calculation
                         there's about $6 million of mark to market flowing into
                         the first year and then it starts decaying if you will
                         or going down over the duration of the loans. Depending
                         upon how aggressive we are on joint venture fee income
                         and what we've done models that show that it's either
                         flat deal or slightly diluted if you take out the
                         interest savings but, I don't know why you would.

Andrew Rosivach:         Just to re-phrase when you quote that 750 million of
                         debt you're assuming in that 5.9 cap rate that included
                         that mark to market.

Richard J. Campo:        That's correct.




Andrew Rosivach:         Okay and then last you give sources and uses for your -
                         for this transaction but you've also got a pretty
                         healthy development pipeline to fund. What do you think
                         would be a - the source of proceeds to fund it?

Richard J. Campo:        We'll be forming two joint ventures.

                         One would be an operating portfolio joint venture where
                         we would put low cap rate operating assets in, in
                         essence trading middle of the country properties on an
                         accretive or flat basis with East Coast properties.

                         Then a second joint venture would be formed for
                         development so that we could make sure that we keep
                         proper levels of leverage and debt on our balance
                         sheet. That joint venture's probably a $250 to $300
                         million joint venture and we would fund development
                         through the joint ventures.

                         In addition, we would also fund additional joint
                         ventures going forward through the sale of non-core
                         assets and just a capital recycling program that we've
                         been, doing for the last ten years.

Andrew Rosivach:         Got it. Okay thanks a lot guys.

Richard J. Campo:        Thanks.

Craig Leupold:

Green Street Advisors    Good morning Ric.

Richard J. Campo:        Hi Craig.

Craig Leupold:           Couple of questions - several were answered through -
                         by Andrew's questions but in terms of the property
                         management expenses when you say market 




                         management expense what is that assuming in terms of
                         some percentage of revenues?

Richard J. Campo:        Yes. In terms of developing the cap rate we used a 3%
                         property management fee. Basically the way we
                         calculated our cap rates is we took the transaction and
                         looked at it from a value perspective from a bottom up
                         analysis. We took every single property. We looked at
                         it individually, had our property people go through,
                         eight months of actuals. We had all the actuals through
                         August. We then compared their eight-month actual to
                         their budget for the last four months of the year. And
                         if they were on budget the budget was used, if they
                         were under budget we took the budget down, if they were
                         doing better than budget we trended it up slightly to
                         get on - to be on the right trend line that the
                         property was producing.

                         We put the four-month then projection in the model
                         including the eight-month actual and that became our
                         base run rate if you will. On that run rate we applied
                         a 3% management fee from a market - we tried to
                         determine what the market cap rate would be so a 3%
                         management fee was used.

Craig Leupold:           Okay so when you talk about the G&A and property
                         supervision savings that's where some of that savings
                         shows up?

Richard J. Campo:        No the G&A and property supervision savings didn't have
                         anything to do with how we calculated the cap rate. The
                         cap rate is simply using, sort of market metrics with
                         respect to calculating that number. As far as the G&A
                         and property supervision let me let Keith talk about
                         how sort of his team approached that.

D. Keith Oden:           Yes. Craig we really looked at it two different ways.
                         We first started out by just taking the financial
                         information from Summit and we did an independent




                         analysis looking at it on a combined basis where we
                         thought the G&A savings might come from. But then we
                         also went back and had each of our individual
                         department heads start from scratch and look at what
                         would they need in terms of incremental G&A to be able
                         to support a 14,000 unit portfolio distributed among
                         five markets where we had overlap in only one.

                         And after going through that analysis from two
                         different directions we were within about $300,000 of
                         the projected G&A savings of 10 million. So we're very
                         comfortable with the G&A synergies and property
                         supervision synergies that we've laid out and we think
                         that's a fairly conservative number and confirmed by
                         two different methodologies.

Craig Leupold:           Okay. What about property taxes? How do you protect
                         yourself from, you know, given that this is, you know,
                         a pretty significant price for Summit's assets relative
                         to their cost basis in the assets and presumably the
                         appraised values on tax roles? How do you protect from
                         a property tax increase or what did you do in terms of
                         your assumptions about a property tax increase?

Richard J. Campo:        First of all the cap rate is based on in-place cash
                         flow so we just used existing property taxes. Because
                         this is a merger - a corporate level merger - there are
                         no transfer taxes being paid. It's not a traditional
                         real estate transaction where you have, you know, real
                         estate valued at a specific number and then transfer
                         taxes and contracts being available for taxing
                         authorities and that sort of thing. So we basically are
                         doing it on a company level basis so we don't think
                         there's going to be any major changes in property tax
                         valuations that Summit hasn't already faced and that
                         aren't embedded in their 2004 number.

                         It would be different if we were buying individual
                         assets and then moving all these individual assets into
                         Camden but we're not. We're simply acquiring the
                         operating partnership unit and the general - or the
                         partnership entity and 




                         acquiring the Summit general partner and basically
                         merging that general partner into a subsidiary of
                         Camden. You shouldn't have any negative property tax
                         effects because there was never any valuation for any
                         of the individual assets.

Craig Leupold:           Okay. I think in yesterday's presentation you mentioned
                         that in - of the 66 million in transaction cost roughly
                         40 million is for severance payments to Summit
                         employees. Any senior Summit officers and/or
                         development folks staying on as part of the
                         transaction?

Richard J. Campo:        We are definitely interested in talking to the
                         development and construction folks. Clearly, G&A
                         savings in transactions like this come from the very
                         senior levels and we have had, preliminary discussions
                         with folks. But the fact that Summit has a very, very
                         good development team and construction team with a lot
                         of incredible history and a great pipeline, we expect
                         to, have discussions with those folks and try to keep
                         them. They're smart, really good people and that makes
                         a lot of sense. But clearly you can't have two CEOs or
                         CFOs and that's where a lot of the savings come from.
                         Steve's a great CEO but I like my job.

Craig Leupold:           Okay.

Keith Oden:              Craig as - speaking as a representative of part of the
                         synergies here we've talked to our development and
                         construction team and they're excited about the
                         opportunity for this platform, we've got, our
                         development pipeline's actually larger than Camden's
                         but Camden's got great land embedded on their balance
                         sheet that needs to be developed including some sites
                         in Washington that we'd love to have. So our team is
                         excited about having a bigger platform and a greater
                         operating company to build off of.




Craig Leupold:           Okay and then I guess last question. In terms of the
                         expected cap rates on the sale again you mentioned
                         yesterday that Summit had roughly $120 million of
                         properties under contract and might sell another 140
                         million before the transaction close. What kind of cap
                         rate do you expect on those sales and then also what
                         kind of cap rate do you expect on the contribution of
                         assets to the joint venture?

Richard J. Campo:        The assets that are under contract are condo conversion
                         candidates and would be sub five cap rates and those
                         are the under contract assets. The 140 million that may
                         either be sold outright or/and they could potentially
                         also be contributed into the joint venture, those cap
                         rates are estimated to be about 5-3/4 plus or minus.
                         And the ones in - that will come out of Camden's
                         portfolio will also be in the 5-3/4 sort of zone.

                         The interesting thing about cap rates today in this
                         country is that they're pretty much 5-1/2 to 5-3/4 for
                         any asset that is, less than five years old - in
                         Houston, Dallas, Denver, Vegas, and where, in markets
                         that traditionally have not had cap rates that low. You
                         take assets that are in the - in that age bracket and
                         take them to Washington, DC, South Florida, Southern
                         California and you're pushing five cap rates. Their
                         condo conversions are sub five cap rates, some in the
                         three and low fours.

                         So we do expect to put lower cap rate transactions or
                         properties into the joint venture so that we can make
                         sure that we aren't, putting higher cap rate assets in
                         and creating dilution in the trade.

                         I think the sort of concept is to be able to put assets
                         and when we put them in Houston, Dallas and Vegas even
                         though we will be putting sort of newer assets into
                         that joint venture we have the capability with land
                         in-place to replace those assets on our balance sheet
                         through capital recycling by building the projects in



                         those markets and then selling older assets in a couple
                         of years to fund those developments when they're
                         finished.

Dennis Steen:            You know Craig we're the king of capital recycling. So
                         I know that Bill and Bill as they sit on the Board and
                         Ric and Keith and I have talked about the opportunity
                         to do exactly what Ric's talking about - buy our whole
                         portfolio and sell some of our older communities and
                         some of the condo converters to fund part of the
                         acquisition. It's just a terrific opportunity.

Craig Leupold:           Yes accepting that, those are market cap rates one -
                         how low do cap rates go and what kind of returns are
                         buyers expecting when they're buying, you know, Dallas,
                         Houston, Las Vegas assets at 5-1/2 to 5-3/4 caps?

Richard J. Campo:        Well I think that they're expecting, sort of low teen
                         leveraged returns and embedded in those cap rates are
                         the expectations that cash flows are going to improve
                         at a pretty reasonable pace or a pretty fast pace,
                         going forward in the next two or three years. Most of
                         the private buyers are financing on five to seven year
                         sort of interest only financing. So they get very good
                         positive cash flow during the holding periods and then
                         they expect to have the cash flow grow at a faster rate
                         and cap rates will rise with interest rates. So I think
                         that that's definitely the model that's out there in
                         the market today.

                         We obviously are not, sort of end IRR driven in this
                         kind of transaction even though we did in fact do, IRRs
                         and discounted PVs on this valuation to make sure that
                         our weighted - that we were having an IRR that was
                         higher than our weighted average cost of capital long
                         term.

                         But I think people are looking at, low teen leverage
                         returns and with reasonable growth rates with current
                         cash on cash returns that you're getting when you put




                         fixed rate financing on at these low rates you can -
                         those numbers work out pretty well.

Craig Leupold:           Yes well over the last couple of years though you've
                         acknowledged that you found it hard to make
                         acquisitions because of the prices that people are
                         paying. Now you're, you know, you're doing a sub, you
                         know, almost a $2 billion transaction here. What gets
                         you comfortable now to pay these types of cap rates
                         versus where, you know, your position's been the last
                         couple of years?

Richard J. Campo:        I think what gets us comfortable is we believe that
                         we're in the trough of the recession and that the
                         multi-family dynamics are going to turn up positive
                         here in the next year or so. That the cash flow growth
                         in this particular portfolio will be at a higher rate
                         or higher growth percentage than Camden's overall
                         portfolio and that the cap rate will increase, in the
                         cash flow the properties will increase going forward.
                         That even if cap rates are - I think for sure cap rates
                         will rise at some point but we believe that these
                         markets and these assets the cash flow will rise higher
                         than the cap rate - than the cap rates will rise and
                         that we will have created value by doing this
                         transaction.

                         Now if you asked me a year ago I would never have done
                         this transaction last year at this time because I
                         didn't know when the - I didn't feel like the market
                         had bottomed and that we were getting ready for an
                         upturn and I think that's where we are today. So the
                         difference in our mentality is that we think we're at
                         the bottom and going to move up. And then let's say -
                         and I think that's sort of the, the premise for the
                         merger.

                         Now on the other hand if you - let's say we have a
                         double dip recession or a triple dip or whatever you
                         want to call it and we don't have cash flow growth.
                         Well presumably interest rates are not going to rise
                         and cap rates will stay at historical lows and we'll be
                         in a situation where am I better off or is Camden



                         better off in DC, Southeast Florida, Atlanta, Charlotte
                         and Raleigh as opposed to having, 14% of our assets in
                         Dallas and Las Vegas and Houston. I think from a - even
                         in a worst case scenario where we don't have cash flow
                         rising because we go into another recession we're
                         better off because we're more diverse and we're - we
                         have assets in markets that are good markets even in a
                         recession.

                         Say you're in a situation where cap rates will remain
                         low and I don't think prices fall dramatically in that
                         kind of scenario at all so we're sort of believing that
                         or we're in a position where we're good on the downside
                         and better on the upside.

Keith Oden:              I would echo what Ric's saying Craig. As far as the
                         economy you remember on the first call we told you that
                         we were the most optimistic people you're going to meet
                         today on the economic outlook and that the market
                         seemed to be underestimating the terrific cash flow
                         (unintelligible) and I think the whole industry's going
                         to have in '05.

                         In addition to all the comments that Ric made he's also
                         buying an operating platform. We've got tremendous
                         embedded value in our development pipeline and combined
                         this will be the best operating platform in the
                         multi-family (unintelligible) sector. You can't
                         discount that at all.

Craig Leupold:           Okay - fair enough.  Thank you.

Richard J. Campo:        Sure.

Jonathan Litt:

Smith Barney             Hello. Can you hear me?




Richard J. Campo:        We can.

Jonathan Litt:           Okay. I'm on a cell phone. I apologize if it's a little
                         scratchy.

                         I wanted to confirm a couple things. I think you said
                         the FAS 141, 142 charge related to the mark into the
                         market of the debt is $6 million, is that correct?

Richard J. Campo:        No. The total amount is 20 million and the...

Jonathan Litt:           But the annual impact on earnings first of the year is
                         6 million?

Richard J. Campo:        That's correct.

Jonathan Litt:           And then the G&A savings in response to Craig's
                         question, did you say it was $10 million?

Richard J. Campo:        Ten million dollars in the aggregate yes. We will
                         experience - I think we have that feathering in in the
                         first year. So in the first full year after the merger
                         it will be 10 million but it's about - I think we have
                         maybe 8 million plus - 8.7 built in the first year and
                         then 10 after that just because they'll be wind down,
                         costs...

Jonathan Litt:           Right.

Richard J. Campo:        ...associated with, integrating the functions with the
                         company. But overall if you just take - if we could
                         flip a switch January 1 and have everything completed
                         it would be $10 million (unintelligible).




Jonathan Litt:           Now is it fair to assume that some piece of that is
                         currently being capitalized at Summit because my
                         recollection from the second quarter was that Summit's
                         total G&A that was expensed was in the 2 plus million
                         dollar range?

Dennis Steen:            Yes. What you need to really do in your modeling - this
                         is Dennis, what we have forecasted for in the first
                         year stabilization is that our G&A and prop sup cost
                         would be in the 6.6 million to $6.7 million range. If
                         you go to Summit's income statement if you then
                         annualize G&A, prop sup, prop sup third party, and the
                         other corporate costs that are on their income
                         statement is how you get that 10 million savings.

Richard J. Campo:        Yes that number would be about 16.6 million. So the
                         answer to your question is no this is not - we're not
                         dealing with any capitalized costs at all because
                         obviously a capitalized cost on their books and an
                         expense on our books would not be synergies it would be
                         increase in cost.

Jonathan Litt:           Okay.

Richard J. Campo:        And so this is purely - you just can't take G&A. You
                         have to take property supervision and other corporate
                         cost and those - off of their financial statement. You
                         annualize that, it's about $16.6 million annually, and
                         we think that we can - we'll keep about 6 million, 6.6
                         million of those costs or netting $10 million of
                         savings.

Jonathan Litt:           Now I think also in response to one of Craig's
                         questions you said there was $120 million under a
                         contract for sale. Was that at the Camden or the
                         Summit?

Richard J. Campo:        No that's Summit.

Jonathan Litt:           And in addition you think you'll do another 140 million
                         in sales?




Richard J. Campo:        Either in sales or a contribution to the JV - the JV we
                         talked about is somewhere between $400 and $500
                         million. And the sale portion will be - if we sell
                         assets - we will have a combination of some older
                         assets that we're going to just sell and we don't want
                         in the joint venture. So it just really depends on the
                         pricing of those assets and how we feel about those
                         versus what we contribute into the JV.

Jonathan Litt:           Okay so if I'm looking at the run rate for Summit in
                         the second quarter I'd have to assume kind of 200 and -
                         almost $300 million less in - $250 million less in NOI
                         or $250 million less in assets so a less amount in
                         terms of NOI related to those assets you're going to
                         control?

Richard J. Campo:        Well you have to be careful with that because you do
                         have to take sales out but you do have to put
                         acquisitions in because Summit acquired a number of
                         properties during that period. Part of the complication
                         of - and I know it's difficult for those of you who
                         don't have the detailed information that we have on the
                         company in calculating the cap rates. But we have taken
                         the second quarter subtracted the dispositions that are
                         either under contract or have already happened, added
                         back in the acquisitions that they have done, and our
                         math and that's how we come up with the 5.9 cap rate.
                         But it is hard to get to from the public information
                         unless you have the specific cash flows for each
                         property.

Jonathan Litt:           Now the 5.9 cap rate is not on the roughly $2 billion
                         in cost to close this transaction. It's on something
                         less than that or it's less development and land, is
                         that right?

Richard J. Campo:        Yes that's right, the 5.9 cap rate is on specific
                         operating assets which total about 12,732 properties -
                         that totals up to about 1,600,000,000 plus or minus.
                         That's the 5.9 cap rate - but you really can't put a
                         cap rate for example on a 



                         development that's 50% leased at this point and then
                         make any sense of it. You have to, put a cap rate on it
                         when it's stabilized and it's not going to be
                         stabilized, it will be stabilized in six or seven
                         months but not now.

Jonathan Litt:           Now you had said that - or somebody had said that the
                         Summit development program's worth 620 million. If you
                         look at the Supplemental on Summit it says 250 million
                         spent...

Richard J. Campo:        Right.

Jonathan Litt:           ...two hundred sixty five million expected to be spent.
                         How do you close the cap to the 620?

Richard J. Campo:        Okay what you do is you is - first of all you have
                         developments that are under construction or in lease
                         up. That's one number. We basically valued those at
                         what we think are wholesale values because they have
                         lease up risk and that's about $200 million plus or
                         minus and that relates to four properties that are
                         under construction as we speak.

                         The issue there is that what we've done is we have
                         projected the total cost to complete those properties
                         and put them in our model, okay? So when we talk about
                         1.9 billion it includes cost to complete developments
                         plus a premium that we put on those assets to get us a
                         wholesale cap rate on those developments. So it's not
                         going to tie directly to the financial statements
                         because of that. So if you take our original - let me
                         just walk you through the numbers.

                         You've got a billion six of stabilized assets at a 5.9
                         cap. We have - plus or minus, that number - we then
                         have non-multi-family assets, retail assets that are in
                         the portfolio of about $17 million. You have
                         development assets that are under construction and
                         lease up where money still has to be spent to finish



                         those developments of about $200 million, okay? Then
                         you have land that is on the balance sheet that we've
                         valued the land at the current market value of the land
                         and that is embedded in the $600 million of portfolio
                         from a total construction perspective but the land that
                         we valued is about $57 million.

                         In addition the company has another $42 million or $43
                         million worth of land that is under contract that will
                         be closed between now and the closing. So you have then
                         a total - if you look at the land for example, the $57
                         million of land, is for development of 2076 apartments,
                         the $43 million that's under contract is for the
                         development of 1119 apartments. So when you put - when
                         you carry out the value of the portfolio when it's
                         finished that's how you get the $600 million. You take
                         those units, you buy the land, you build them, and at
                         the end of the day...

Jonathan Litt:           Oh I see.

Richard J. Campo:        ...it's the $600 million.

Jonathan Litt:           I got it.

Richard J. Campo:        So if you take those four components that's how you'd
                         get up to the 1.9 billion of the total transaction.

                         Now when we calculated Summit - the value of the equity
                         of Summit and this is just the way you build a real
                         estate model. You evaluate the components, subtract the
                         cost of the deal, subtract the debt, the liabilities on
                         their balance sheet, and at the end you end up with a -
                         about a $1,086,000,000 of value. And you divide that by
                         their - by the number of shares and you end up with,
                         you know, 31.39 or 31.37 when we fix the price. A true
                         bargain.




Jonathan Litt:           Thank you for the detailed explanation Ric.

Richard J. Campo:        Sure.

Jay Leupp:

RBC Capital Markets      Hi Ric. A couple follow-up questions on the asset
                         sales. Do you expect to have or how much of the asset
                         sales do you expect to have completed before you
                         actually close in the first quarter? And also could you
                         just walk through the basic terms of the standby bridge
                         that you have lined up in the event that you don't get
                         them all done?

Richard J. Campo:        Sure. Well the ideal situation is to have everything
                         closed simultaneously with the merger, that may or may
                         not happen. And Dennis why don't you go through the
                         standby?

Dennis Steen:            Yes the standby, we have a $500 million bridge note
                         with B of A. There's no commitment fee for the first 60
                         days subsequent to the signing of the merger agreement
                         and then we have a ticking fee that begins at that
                         point and we don't have a further cost until there's
                         any funding underneath the note.

Jay Leupp:               Okay and then Ric back through the numbers that you
                         were walking through. Can you give us the gross amount
                         that you were assuming in the acquisition for capital
                         reserves over the first year? And then if I'm correct
                         you were using actually two - second quarter NOI
                         annualized to calculate that 5.9 cap rate?

Richard J. Campo:        No - we didn't use second quarter annualized. We used
                         eight months actual plus adjusted budgets depending on
                         the property's performance for the last four months of
                         the year and that 12-month cash flow which included
                         eight months actual and four months projection is what
                         we based our 5.9% cap rate on.




Jay Leupp:               Okay.

Richard J. Campo:        Okay? And then in terms of market cap rates we used -
                         on new assets we used 150 in reserves and older assets
                         we used 250 which are market rates. And I know there's
                         a lot of discussion about yes but cap rates are - or
                         but CAPEX is, 300 bucks or 500 bucks but in a market -
                         in today's market these are the underwriting dollars
                         that people put in and if you use higher numbers you
                         don't get deals basically.

                         So if you use a - for every - if you use a $300 CAPEX
                         number for example and we did sensitivities at various
                         levels of cap rates and to give you a sense $300
                         changes your numbers by about five basis points on
                         yield, okay?

Jay Leupp:               Okay.

Richard J. Campo:        Just to give you a sensitivity situation there if you
                         don't like 250.

Jay Leupp:               Okay and then just one last follow-up on the asset
                         sales. Is there any chance in this pool of asset sales
                         and joint venture that you'll be exiting any existing
                         markets outright? And then of the markets that you're
                         acquiring that are new to you which are the two or
                         three that you're most likely to grow over time?

Keith Oden:              The asset sales Jay are most likely to come - and JVs
                         are most likely to come out of the markets where we're
                         over-represented which is, you know, Houston, Dallas,
                         Las Vegas. Also the reason for that is is that we are
                         in a position to replace those assets from some of our
                         existing planned position so that those would be the -
                         where we would focus on as far as the JV or the
                         outright sales. We have not - in this model we've not
                         targeted any of the markets for, you know, that we
                         would be getting out of as a result of this
                         transaction.




Jay Leupp:               And then in terms of the markets that you're acquiring
                         do you plan to grow in all of them or are there two or
                         three that you targeted that are most likely to be the
                         true growth engine of this acquisition?

Keith Oden:              Well, you know, clearly the - on a percentage basis
                         where we have the opportunity to add to our portfolio
                         and they happen to be markets that we really have liked
                         for a long time and we've been looking for the right
                         opportunity to enter them with enough size and a
                         portfolio to make it make sense would be South Florida,
                         Atlanta, and Washington, DC. Since we have overlap in
                         Charlotte when you put the two companies together I
                         can't see us adding net to assets at Charlotte. And
                         then from - in the case of Raleigh we're comfortable
                         with the level of our exposure in Raleigh.

                         But the three - obviously the three markets that we
                         have the greatest deal of interest in and they're
                         markets that we frankly have been talking about and you
                         guys have heard us talk about them for five years or
                         so. And our reluctance has been finding an opportunity
                         on a portfolio basis where we could immediately have
                         enough presence to compete in those very competitive
                         markets.

Jay Leupp:               Thank you.

Jim Sullivan:

Prudential               Thank you and good morning.

                         First of all a question on the transaction cost savings
                         that you've outlined of 10 million. Can you tell us
                         what kind of headcount reduction that entails?

Richard J. Campo:        Headcount reduction? We don't have the headcount
                         reduction numbers, you know, sort of right here but
                         when you think about it the corporate G&A is - in the
                         corporate office for the top, three or four people is
                         pretty substantial so...



James Sullivan:       Yes.

Keith Oden:           We haven't had the opportunity to meet with and understand
                      all the capabilities of Summit's employees. I think the
                      simple way though to think about it is is that as we did
                      with the Oasis and the Paragon mergers we would anticipate
                      that 100% of the site level employees would come over and
                      join us.

                      We also, as Ric mentioned earlier, we are very anxious to
                      integrate the construction and development operations and
                      obviously the property supervision that comes with the
                      on-site staff.

                      If you take - if you sort of take those components what
                      you're left with is executive staff and then the - sort of
                      the duplication of the back office accounting functions
                      that, you know, that are going to have to be combined in
                      any business combination like this.

Jim Sullivan:         No I think you had talked about it in your prepared
                      comments - about the technology platform that Camden has
                      and where you think you can maybe increase efficiencies
                      applying that to the Summit portfolio. Is the - will there
                      be a transition period that might present a challenge here
                      - an integration challenge or not?

Keith Oden:           It is our expectation that throughout the next four months
                      prior to closing that we would make as much progress on
                      integration as is possible and practicable while you still
                      have two companies that are standalone entities.

                      We have assumed that in the first year Jim that instead of
                      the $10 million run rate G&A savings that we would realize
                      about 8.7 million. The balance of that 1.3 million is - we
                      think is sufficient to account for the overlap but
                      obviously 




                      our first order of business is to make as much progress
                      along those fronts as is practicable under the
                      circumstances.

James Sullivan:       Okay and I think you indicated as part of the $66 million
                      in transaction cost that approximately 40 million would be
                      for change in control and severance. Is there likely to be
                      any incremental special charge through eliminating staff
                      in the corporate office?

Keith Oden:           No.

James Sullivan:       No? Okay.

                      Development yields, we've been hearing a lot over the last
                      several months about rising commodity cost and the affect
                      that's having on construction costs. Can you give us your
                      expectation in terms of development deals for the two
                      portfolios and whether or not you're confident that the
                      recovery in the apartment market that some of you have
                      been talking about here is going to be enough to - or
                      strong enough to keep those development yields at
                      attractive levels?

Richard J. Campo:     Well that's a - definitely a good question. The
                      development business has been under pressure not just from
                      the weakness of the markets but also increasing cost. The
                      market - the cost has increased tremendously in the last
                      12 to 18 months so development yields have been a
                      challenge to keep up. And the way we have evaluated the
                      Summit pipeline is basically doing standalone models on
                      our own but also looking at the land and saying - and
                      deciding that - and valuing the land and what we think the
                      market value of the land is today.

                      So each development will be evaluated to make sure that
                      the yields are reasonable and commensurate with the risk
                      associated with a development 




                      program. And if the risks - for whatever reasons the costs
                      are too high or the market rents aren't there and we don't
                      believe that the risk return relationship makes sense
                      we'll just sell the land. And we'll do that on Camden's
                      books as well, it's - that's what a prudent developer does
                      is if you have land positions that don't work you sell
                      them and move on to the next development deal. But there's
                      - development yields are - it is challenging now with
                      costs going up and clearly the recovery in the market is
                      important to maintain development yields.

James Sullivan:       And can you tell us what the return hurdle is before you
                      make that decision to sell the land?

Richard J. Campo:     Sure, in markets like Washington, DC you don't want to - I
                      don't think you start out with development yields below a
                      seven. And today traditionally with cap rates at 5, 5-1/2,
                      you're getting a, 150 to 200 basis point positive spread
                      between what you can buy the assets at. When you start
                      getting into the sixes we start - I start getting queasy
                      from a risk reward perspective - from a development
                      perspective. So, the 7, 7-1/2 zone is sort of where we
                      would like to be from a development yield perspective and
                      if we start seeing, yields, going in yields, substantially
                      lower than that then we'd have to reevaluate.

James Sullivan:       Okay and can you also tell us to the extent you're
                      comfortable talking about it the origins of the contact
                      between the two companies and the discussions about a
                      possible merger? When did they begin?

Richard J. Campo:     They began in about June of this past year but in terms of
                      in earnest discussions. The relationship though between
                      the management teams at Summit and Camden and their Board
                      span ten years. So we've - I've known Steve for a long
                      time. I've known Bill Paulsen for a long time. And I think
                      what happens in cases like this is that management teams
                      get to know each other, they respect each other from afar
                      and when an opportunity to do a, to 




                      have a strategic situation develop you're in good position
                      to do that because everybody knows everybody.

                      And I think from that perspective even though we had -
                      definitive discussions began in about June we had had lots
                      of conversations just about business and about the world
                      and, you know, where everybody was vis-a-vis, their
                      competitive set, for years.

James Sullivan:       Okay and the final question from me and this is for Steve.
                      Steve in your prepared comments in talking about the
                      achievements of Summit over the last few years one of the
                      items you cited was the focus on a smaller group of
                      markets - essentially five markets. And that's been part
                      of your strategy for a couple of years here and that you
                      cite as a positive. In this case obviously as a result of
                      this transaction you take the portfolio or the scope of
                      the company in the opposite direction. And can you just
                      tell us how you get comfortable with expanding the market
                      and including markets like Denver and Las Vegas and some
                      of the Texas markets?

Steve LeBlanc:        Certainly. When I joined the company six years ago we were
                      in 22 markets and essentially on a number of units basis
                      about the same size. And given the size of our company,
                      giving that we believe that this industry is - and this
                      business is a fully integrated operating business we
                      didn't think we could have an operating platform with that
                      kind of diversity. We were just too small to be in 22
                      markets.

                      How did we choose five markets? Well we looked at a sharp
                      ratio and a portfolio of management in an efficient
                      frontier of total rate of return based upon risk adjusted
                      parameters. Those five markets we selected and we really
                      looked at every major market in the country - the five
                      markets we selected, 




                      Washington, South Florida, Atlanta, Raleigh, and
                      Charlotte, we believe gave us the best risk adjusted rate
                      of return on the efficient frontier.

                      We will - our plan had always been as we talked about the
                      last few quarters was to grow the platform. We are too
                      small. Given the public company, the cost of being a
                      public company, Sarbanes-Oxley, the operating efficiencies
                      we can achieve, some of the synergies we can get through
                      training and operating excellence and new operating
                      systems on site, et cetera we needed to grow the platform.

                      Ric talked about it being able to achieve his five-year
                      growth plans by doing this merger. Summit can do the same
                      thing. We had put together a five-year plan to grow to
                      30,000 units - really we were going to try to do it in
                      three to five years so we were very aggressive on trying
                      to grow the platform. This gets us there in three months
                      instead of three to five years. So the market selection
                      they have it certainly improves by adding the Summit
                      portfolio.

                      I know that Ric and Keith are terrific real estate
                      operators and they're going to drive total rate of return
                      and long term stable cash flow growth by having a
                      portfolio that is geographically diverse in 26 of the
                      highest growth markets in this country. As I said I don't
                      think there's a better operating platform in growth
                      markets in the multi-family (unintelligible) sector.

James Sullivan:       Your comments give rise to a second final question. In
                      looking at the potential alternatives for Summit did you
                      consider liquidation of the company - selling the assets
                      and distributing the proceeds to the shareholders? And if
                      you did were the transaction costs, the tax costs,
                      otherwise, was that the differential that made this
                      transaction more attractive or was it the upside you see
                      in the future from this expanded platform as you
                      characterize it?




Steve LeBlanc:        Well we have a terrific Board of Directors who always took
                      the shareholder's best interest at heart when they made
                      every decision we've made as a public company. We ran a
                      fully vetted best practices process when we looked at
                      doing something strategically and Camden is by far the
                      best fit and the best opportunity for our shareholders.

                      For those shareholders who want to take advantage of the
                      premium they can cash out. For those shareholders who want
                      to participate in what we think is going to be the best
                      multi-family real estate platform going forward they can
                      stay in and participate in that.

                      So we looked at a number of alternatives and instead of
                      going into those details I'll point you to the proxy that
                      will come out in about two weeks and it will have a lot
                      more details about the process we went through as we tried
                      to maximize shareholder value in doing this transaction.

James Sullivan:       Okay very good. Thank you.

Steve LeBlanc:        You're welcome.

Susan Villiner:
Bear Stearns          Thank you.

                      I just wanted to go over the financing. I know S&P already
                      opined and affirmed your mid triple B rating. And I was
                      wondering if you could walk us through a little bit more
                      specifically in regards to Summit's more recent focus on
                      their secured debt and how you're going to refinance that
                      and get your ratios back up to pre-acquisition ratios.




Richard J. Campo:     Sure. First of all before I answer the question we're
                      going to - we have a lot of people that are still in the
                      queue to answer - that want to ask questions. So what
                      we're going to do is limit the questions going forward to
                      one question without follow-ups because we want to be
                      respectful of people's time and try to keep this call at
                      an hour and a half max and we're at an hour and ten,
                      fifteen minutes into it.

                      So the answer to the question is in terms of financing
                      Camden is an unsecured credit or an unsecured financing -
                      that's our strategy is to use unsecured financing. And
                      over time we will be paying down the secured financing of
                      Summit as those loans mature or as the spread between
                      prepayment penalties and interest rates so we can get -
                      become more rational or reasonable to be able to take. So
                      we will continue to be - to finance in the unsecured
                      market and maintain our unsecured debt ratings.

                      In terms of the financing once we complete our asset sales
                      and our joint venture formation our debt levels are pretty
                      much where they began at the beginning. So it's a
                      leveraged neutral transaction once we get that - get the
                      JVs and the sales done and I think that's why S&P, you
                      know, affirmed the ratings. They or we believe that and
                      this is - and I think a lot of folks concur with this that
                      today the liquidity in the multi-family market is
                      absolutely superb from a transaction perspective.

                      So the ability to execute the sales and the joint ventures
                      in a reasonable timeframe to make sure we don't have to
                      keep the bridge loan outstanding very long and then get
                      back to a normalized leverage perspective for this
                      investment grade credit we're at should take a very short
                      period of time and be done within the fourth or within the
                      first quarter in any case.




                      So we aren't going to take our debt levels up and over
                      time our credit metrics will improve as our developments
                      come into (unintelligible) and our operating cash flow
                      starts to increase with the recovery we expect in the
                      market the next couple of years.

Susan Villiner:       And will that - can we assume that the Summit's secured
                      bank line will be paid off?

Richard J. Campo:     Yes.

Susan Villiner:       Okay.

Richard J. Campo:     It will be paid off. It will be paid off at closing.

Susan Villiner:       Thank you very much.

Richard J. Campo:     Yes.

Rob Stevenson:
Morgan Stanley        Good morning guys.

                      Are you guys providing any tax protection on certain
                      assets to Summit shareholders?

Richard J. Campo:     Yes we are. We are providing 15-year tax protection to the
                      operating unit holders at Summit. That's based - I think
                      in the market today that's pretty close to a market
                      position. You either provide 10 to 20 years in some
                      transactions but we are providing 15-year tax support.

Rob Stevenson:        And how much of the asset base does that encompass?




Richard J. Campo:     It encompasses about - I think about 2/3 but the key thing
                      is they've already - most of the assets have been 1031
                      exchanged into newer assets or developments. So most of
                      the assets, we don't anticipate selling a lot of or
                      needing to sell a lot of the Summit assets. The whole
                      point of the merger is is it's a newer, higher quality
                      portfolio on average than Camden's so they've done a
                      really good job of capital recycling already so we don't
                      have, a great need to do that.

Rob Stevenson:        Okay and is the shareholder vote for both companies a
                      simple majority or is there a super majority on either?

Richard J. Campo:     A simple majority for both.

Rob Stevenson:        Okay thanks.

Bill Acheson:
Merrill Lynch         Good morning.

                      I just wanted to make sure I understood the way that you
                      estimate the in-place NOI.

Richard J. Campo:     Okay.

Bill Acheson:         I mean, it sounds like, you know, in simple terms that if
                      the operations were ahead of budget in the first half you
                      sort of assume that they're going to stay that way even if
                      some of the metrics like jobs and the regional economy
                      kind of back off. Is that correct?




Richard J. Campo:     Well it's not so much the first half. It's through the
                      first eight months. So if the run rate of the property was
                      better than its original budget for that period of time
                      and the trajectory of that NOI run rate was positive
                      compared to its budget we did give them the benefit of
                      that positive budget situation.

                      On the other hand if the property was under its budget and
                      was not achieving its budgeted results we lowered the
                      budget for the run rate for those assets for that
                      four-month period.

                      So even - we gave benefit to ones who were above and we
                      gave - and we penalized ones that were below.

Bill Acheson:         Okay got you.

Richard J. Campo:     So I think that's a fair way to try to estimate what the
                      total run rate would be for the portfolio for 2004.

Bill Acheson:         Okay and in-place NOI included operating properties and
                      development properties in lease up?

Richard J. Campo:     The developments were handled separately. The in-place NOI
                      was handled based on just existing assets that were
                      stabilized. The developments if they were in lease up we
                      looked at their lease up budget, compared what they were
                      doing on a per unit - on a monthly absorption of those
                      units and if they were better than budget we gave them
                      better than budget. If they were worse than budget we gave
                      them worse than budget marks on that as well. So we just
                      looked at each individual asset and put forth what we
                      thought was actual - what the ultimate lease up would be.




Bill Acheson:         Okay so you include lease up for the second half of the
                      year - projected lease up for the second half of the year?

Richard J. Campo:     Yes.

Bill Acheson:         Okay (unintelligible).

Richard J. Campo:     But included in the base NOI numbers were for stabilized
                      but developments were separated and done in the same way -
                      yes.

Bill Acheson:         Okay thank you.

Fred Taylor:
Lord Abbott           Yes thank you.

                      A follow-up to I believe it was Susan Villiner's subject
                      on the refinancing. You answered most of my questions
                      there but could you maybe discuss with the asset sales,
                      the development, the need or lack of need for the bridge
                      facility, what your likely capital markets activity would
                      be if not late this year then first half of '05 in terms
                      of issuing longer dated unsecured bonds?

Richard J. Campo:     The bridge loan would be out - if we needed the bridge
                      loan it would be outstanding for a short period of time
                      and we would take the bridge loan out with a long term -
                      with property sales first.

Fred Taylor:          Right.

Richard J. Campo:     Ultimately we do have several bond - longer dated bond
                      transactions scheduled for early in the year, perhaps in
                      the fourth quarter if we - and depending on the timing of
                      the sales to make sure that our line of credit balance
                      doesn't get too 




                      high. But we have probably 2 or $300 million of bond
                      transaction that would happen probably in the next 12 to,
                      you know, 6 to 12 months.

Fred Taylor:          Okay, 2 to 300, and current outstandings on your bank
                      facility, the...

Richard J. Campo:     Just right over 300 million today.

Fred Taylor:          And that matures when?

Richard J. Campo:     On the facility you said? It doesn't mature until August
                      of next year.

Fred Taylor:          Thank you very much.

Brian Long:
Chesapeake Partners   Hi. I was wondering if you could just clarify the Summit
                      dividend policy while the transaction is pending. Will you
                      pay your October dividend in normal course and then if
                      this transaction should still be pending come the January
                      dividend would that also be paid?

Steve LeBlanc:        Yes. The current plan is to continue the Summit dividend
                      right up until closing and then our plan is for both of
                      those to declare a dividend the day before closing and
                      then start a new run rate for the Camden shareholders
                      which could include Summit shareholders - well will
                      include Summit shareholders that convert into Camden
                      stock.

Brian Long:           Great. Thank you.

Steve LeBlanc:        You're welcome.




Sam Saba (Jess):
Quattro Global 
Capital               Yes (Jess) (unintelligible) for (Sam Saba).

                      In the presentation you have a 13.81 per share in cash
                      value and a 17.56 per share stock value and assuming
                      Camden's price of 47.12 on October 1 that would imply an
                      exchange ratio of .3727. Is that the fixed exchange ratio
                      in the merger agreement?

Richard J. Campo:     No the way we have it in the merger agreement the fixed
                      exchange ratio is .6687 and the way you get to - I
                      understand how you're getting to the (unintelligible)
                      number. In essence the stock component - the way the
                      merger agreement is written the shareholders of Summit can
                      choose up to $434 million in cash at a weight of 31.20 a
                      share. So if you do the math on that that means that at
                      31.20 a share the maximum amount of shareholders that can
                      get cash for Summit is 13,923,000 shares and there's
                      roughly 31 million and some change in shares - (31.6).

Man:                  Well there's (31.6) plus the operating (unintelligible).

Richard J. Campo:     Well the operating units are totally separate.

Man:                  Right.

Richard J. Campo:     But so what that implies then is that Camden shares are
                      around 14 million shares that can be issued for Camden and
                      when you calculate the 31.81 it's basically a fixed number
                      because the cash component can't change and the stock
                      component for Camden can't change either. So when you
                      calculate the percentages the stock component is basically
                      55.75% of the consideration. So if you take the fixed
                      .6687 and multiply that by .5575 that's how you get your
                      .3728 exchange ratio. And so the value of the transaction
                      will vary based on 




                      Camden's price subject to this fixed amount of shares that
                      are going to be issued which is the 14 million shares
                      roughly.

(Jess):               Okay so then the 13.81 in cash is that subject to change
                      based on the finalist - final fully diluted share count?

Richard J. Campo:     It's based on - yes on Camden - on whatever Summit's total
                      outstanding stock or shares are outstanding at the day of
                      closing that's correct. And if there are more shares
                      outstanding at closing that number will go down and if
                      there's less shares - I don't think there would be less
                      shares outstanding but - and the only way shares are going
                      to change is probably option exercises...

(Jess):               Okay.

Richard J. Campo:     ...so that number ought to be pretty close to being fixed.

(Jess):               Okay, and then the same would be on the stock side...

Richard J. Campo:     Yes.

(Jess):               ...as well?

Richard J. Campo:     Absolutely.

(Jess):               Okay, okay and with respect to the election what choices
                      would shareholders have? Is there a mixed election option
                      and what would happen if you didn't elect?

Richard J. Campo:     There is a mixed election. People can choose stock or cash
                      or cash only or stock only. If they don't choose I believe
                      they choose stock and then the 




                      transfer agent at the end of the day will balance the
                      accounts so that 55.75 of the shareholders get stock and
                      that 40 and 35.25 get cash and the cash is
                      (unintelligible) $434 million number.

                      So in a perfect world if Summit shareholders - if there
                      were 35.25 percentage of the shareholders or roughly (13
                      million 923) shares decided for all cash and then the
                      balance of those shares decided for stock you wouldn't
                      have any kind of adjustment at the end. And so depending
                      upon how the elections are made the ultimate cash and
                      stock components will be - are fixed today and then the
                      people will get their - the shareholders will get whatever
                      ultimately allocation needs to be made to balance those
                      accounts.

(Jess):               Okay.

Richard J. Campo:     So we can't know today exactly what people are going to
                      choose but said another way if 100% of the people choose
                      stock they will be required to take - everyone will be
                      required to take 13.81 in cash in addition to their stock
                      position.

(Jess):               Okay and the stock ratio then would be just continuing
                      then. If 100% elected stock you'd get 13.81...

Richard J. Campo:     Right, right.

(Jess):               ...and what would your exchange ratio would be on your
                      stock?

Richard J. Campo:     That's right.

                      We have time for one more question and then if people need
                      to ask additional questions that haven't been covered they
                      can talk to us off line, okay? Because 




                      we have committed to doing this call for an hour and a
                      half and we're sort of at that time.

John Chen:
Cavity Financial      I've already had all my questions answered. Thanks.

Richard J. Campo:     Okay - one more then.

Operator:             And your next question comes from (Steve Newfield) of
                      (unintelligible) Fund Management. Please proceed.

Steve Newfield:
Fund Management       Yes my question was answered.

Richard J. Campo:     Okay. We can have one more then.

Steve Mantanyon:
HMC New York          Hi. My question's also been answered. Thank you.

Richard J. Campo:     It's a great way to get question answered so one more
                      then.

Operator:             Your next question comes from (Chuck Park) of (Deal
                      Analytics). Please proceed.

Woman:                Hi. Can you just go over the pricing period for the walk
                      away (unintelligible)?

Richard J. Campo:     Sure. It is three days before the closing - the projected
                      closing. We take the 14 day average price of the stock and
                      we drop the two high periods and the two low periods and
                      then that is the - or two high days, two low days, and
                      then we 




                      average those ten days together. And that has - that
                      number has to be equal to or higher than $39.31 per share.

Woman:                Okay great. Will this deal require HSR clearance?

Richard J. Campo:     I'm sorry?

Woman:                Will this deal require Hart-Scott-Rodino clearance?

Richard J. Campo:     That's a good question. I don't have a lawyer here to tell
                      me that. I'm not sure of the answer to that. We'll have to
                      get back to you on that.

Woman:                Okay. Thanks.

Richard J. Campo:     We appreciate the time everybody has spent on this call
                      and we will be available for further clarifications on the
                      questions that have been asked on this call.

                      This will be posted on the Internet and filed with the SEC
                      so we can't have future discussions about the specific
                      questions that we've answered on the call. Beyond that we
                      will not be able to talk about any new questions unless
                      they are filed with the SEC as part of our proxy.

                      So we appreciate your time and support and look forward to
                      visiting with you in the future. Thank you very much.


                                       END




In addition to historical information, this presentation contains
forward-looking statements under the federal securities law. These statements
are based on current expectations, estimates and projections about the industry
and markets in which the companies operate, managements' beliefs, and
assumptions made by management. Forward-looking statements are not guarantees of
future performance and involve certain risks and uncertainties which are
difficult to predict.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger of Summit with and into a wholly owned
subsidiary of Camden, Camden and Summit intend to file relevant materials with
the Securities and Exchange Commission, including a registration statement on
Form S-4 that will contain a prospectus and a joint proxy statement. INVESTORS
AND SECURITY HOLDERS OF CAMDEN AND SUMMIT ARE URGED TO READ THE MATERIALS WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
CAMDEN, SUMMIT AND THE MERGER. The proxy statement, prospectus and other
relevant materials (when they become available), and any other documents filed
by Camden or Summit with the SEC, may be obtained free of charge at the SEC's
web site at www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by Camden by directing a written
request to Camden Property Trust, 3 Greenway Plaza, Suite 1300, Houston, TX
77046, Attention: Investor Relations, and free copies of the documents filed by
with the SEC by Summit by directing a written request to Summit Properties Inc.
309 East Morehead Street, Suite 200, Charlotte, NC 28202, Attention: Investor
Relations. Investors and security holders are urged to read the proxy statement,
prospectus and the other relevant materials when they become available before
making any voting or investment decision with respect to the merger.

Camden, Summit and their respective executive officers, trust managers and
directors may be deemed to be participants in the solicitation of proxies from
the security holders of Camden, Summit and Summit Properties Partnership, L.P.
in connection with the merger. Information about those executive officers and
trust managers of Camden and their ownership of Camden common shares is set
forth in the proxy statement for Camden's 2004 Annual Meeting of Shareholders,
which was filed with the SEC on March 30, 2004. Information about the executive
officers and directors of Summit and their ownership of Summit common stock and
limited partnership interests in Summit Properties Partnership, L.P. is set
forth in the proxy statement for Summit's 2004 Annual Meeting of Stockholders,
which was filed with the SEC on March 24, 2004. Investors and security holders
may obtain additional information regarding the direct and indirect interests of
Camden, Summit and their respective executive officers, trust managers and
directors in the merger by reading the proxy statement and prospectus regarding
the merger when they become available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.