Exhibit 4.1



 Exhibit 4.1 
  
 CARRAMERICA REALTY CORPORATION 
  
 ARTICLES SUPPLEMENTARY 
 ESTABLISHING AND FIXING
THE RIGHTS AND PREFERENCES 
 OF 
 7.50% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK 
  
 Pursuant to Section 2-208(b) of the 
 Maryland General Corporation Law 
  
 CarrAmerica Realty Corporation, a Maryland corporation (the “Corporation”), hereby certifies that, pursuant to the
authority conferred upon the Board of Directors of the Corporation by Section 4.4 of the Corporation’s Articles of Amendment and Restatement of Articles of Incorporation, as amended to the date hereof and as the same may be amended hereafter
from time to time (the “Charter”), and in accordance with Section 2-208(b) of the Maryland General Corporation Law, the Board of Directors and the pricing committee thereof, on July 31, 2003 and September 4, 2003, respectively, duly
classified unissued shares of Preferred Stock of the Corporation, and the description of the Preferred Stock, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms
or conditions of redemption thereof, as set by the Board of Directors and the pricing committee, are as follows: 
  
 Section 1. Number of Shares and Designation. 
  
 The shares of such series shall be designated 7.50% Series E Cumulative Redeemable Preferred Stock” (the “Series E Preferred Stock”) and
the number of shares constituting such series shall be 8,050,000. The designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions, of the Series E Preferred
Stock shall be subject in all cases to the provisions of Article V of the Charter regarding limitations on beneficial ownership of the Corporation’s capital stock. 
  
 Section 2. Definitions. 
  
 “Board of Directors” shall mean the Board of Directors of the Corporation or any committee authorized by such
Board of Directors to perform any of its responsibilities with respect to the Series E Preferred Stock. 
  
 “Business Day” shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York,
New York are not required to be open. 
  
 “Charitable
Beneficiary” shall have the meaning set forth in Article V of the Charter. 
  
 “Code” shall mean the Internal Revenue Code of 1986, as amended. 
  
 “Common Stock” shall mean the Common Stock, par value $.01 per share, of the Corporation. 
  
 “Dividend Payment Date” shall mean the last calendar day (or, if
such day is not a Business Day, the next Business Day thereafter) of each February, May, August, and November, commencing on December 1, 2003. 
  
 “Dividend Period” shall mean the respective periods commencing on and including March 1, June 1, September 1 and December 1 of each year and
ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period, which shall 







 
commence on the Original Issue Date and end on and include November 30, 2003, and other than the Dividend Period during which any shares of Series E
Preferred Stock shall be redeemed pursuant to Section 5, which shall end on and include the call date with respect to the shares of Series E Preferred Stock being redeemed). 
  
 “Dividend Record Date” shall mean the date designated by the Board of Directors for the payment of dividends that
is not more than 30 nor less than 10 days prior to the applicable Dividend Payment Date. 
  
 “Original Issue Date” shall mean September 25, 2003. 
  
 “Ownership Limit” shall have the meaning set forth in Article V of the Charter. 
  
 “Parity Preferred” shall have the meaning set forth in Section 6 hereof. 
  
 “Preferred Directors” shall have the meaning set forth in Section 6 hereof. 
  
 “Preferred Dividend Default” shall have the meaning set forth in
Section 6 hereof. 
  
 “Preferred Stock” shall mean the
Preferred Stock, par value $.01 per share, of the Corporation. 
  
 “Series B Preferred Stock” shall mean the 8.57% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Corporation. 
  

“Series C Preferred Stock” shall mean the 8.55% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Corporation.

  
 “Series D Preferred Stock” shall mean the 8.45%
Series D Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Corporation. 
  
 “Transfer Agent” shall mean American Stock Transfer and Trust Company, or such other agent or agents of the Corporation as may be designated by the Board of Directors or their designee as the transfer agent,
registrar and dividend disbursing agent for the Series E Preferred Stock. 
  
 “Trust” shall mean the trust created pursuant to Article V of the Charter. 
  
 Section 3. Dividends and Distributions. 
  
 (a) Subject to the preferential rights of the holders of any class or series of capital stock of the Corporation ranking senior to the Series E Preferred
Stock as to dividends, the holders of the Series E Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate
of 7.50% per annum of the $25.00 liquidation preference per share of the Series E Preferred Stock (equivalent to the annual rate of $1.8750 per share of the Series E Preferred Stock). Such dividends shall accrue and be cumulative from and including
the Original Issue Date and shall be payable quarterly in arrears on each Dividend Payment Date, commencing November 30, 2003; provided, however, that if any Dividend Payment Date is not a Business Day, then the dividend which would otherwise have
been payable on such Dividend Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so
payable from such Dividend Payment Date to such next succeeding Business Day. The initial partial dividend payable on the Series E Preferred Stock will be $0.3385 per share. The 
  

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amount of any dividend payable on the Series E Preferred Stock for each full Dividend Period shall be computed by dividing the annual dividend by four (4).
The amount of any dividend payable on the Series E Preferred Stock for any partial Dividend Period other than the initial Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends
will be payable to holders of record as they appear in the stockholder records of the Corporation at the close of business on the applicable Dividend Record Date. Notwithstanding any provision to the contrary contained herein, each outstanding share
of Series E Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Series E Preferred Stock that is outstanding on such date. 
  
 (b) No dividends on the Series E Preferred Stock shall be declared by the
Board of Directors or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting
apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, or payment or setting apart for payment shall be restricted or prohibited by
law. 
  
 (c) Notwithstanding anything contained herein to the
contrary, dividends on the Series E Preferred Stock shall accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are declared.

  
 (d) Except as provided in Section 3(e) below, no dividends
shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made, directly or indirectly, on or with respect to any shares of Common Stock or shares of any other class or series of
capital stock of the Corporation ranking, as to dividends, on a parity with or junior to the Series E Preferred Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior to
the Series E Preferred Stock as to dividends and upon liquidation) for any period, nor shall any shares of Common Stock or any other shares of any other class or series of capital stock of the Corporation ranking, as to dividends or upon
liquidation, on a parity with or junior to the Series E Preferred Stock be redeemed, purchased or otherwise acquired for any consideration and no other distribution of cash or other property may be made, directly or indirectly, on or with respect
thereto (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other shares of any class or series of capital stock of the Corporation
ranking junior to the Series E Preferred Stock as to dividends and upon liquidation and except for the acquisition of shares made pursuant to the provisions of Article V of the Charter), unless full cumulative dividends on the Series E Preferred
Stock for all past dividend periods and the then current dividend period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

  
 (e) When dividends are not paid in full (or a sum sufficient
for such full payment is not so set apart) upon the Series E Preferred Stock and the shares of any other class or series of capital stock ranking, as to dividends, on a parity with the Series E Preferred Stock, all dividends declared upon the Series
E Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on a parity with the Series E Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series E Preferred Stock
and such other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series E Preferred Stock and such other class or series of capital stock (which shall not include any
accrual in respect of unpaid dividends on such other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or payments on the Series E Preferred Stock which may be in arrears. 
  

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 (f) Holders of shares of Series E Preferred Stock shall not be entitled to any dividend, whether payable
in cash, property or shares of stock, in excess of full cumulative dividends on the Series E Preferred Stock as provided herein. Any dividend payment made on the Series E Preferred Stock shall first be credited against the earliest accrued but
unpaid dividends due with respect to such shares which remains payable. Accrued but unpaid distributions on the Series E Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable. 
  
 (g) If, for any taxable year, the Corporation elects to designate as
“capital gain dividends” (as defined in Section 857 of the Code or any successor revenue code or section) any portion (the “Capital Gains Amount”) of the total distributions (as determined for United States federal income tax
purposes) paid or made available for such taxable year to holders of all classes and series of capital stock (the “Total Distributions”), then the portion of the Capital Gains Amount that shall be allocable to holders of Series E Preferred
Stock shall be in the same proportion that the Total Distributions paid or made available to the holders of Series E Preferred Stock for such taxable year bears to the Total Distributions for such taxable year made with respect to all classes or
series of capital stock outstanding. 
  
 Section 4.
Liquidation Preference. 
  
 Upon any voluntary or
involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as
to liquidation rights, junior to the Series E Preferred Stock, the holders of shares of Series E Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders a liquidation
preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or not declared). In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available
assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series E Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of
the Corporation ranking, as to liquidation rights, on a parity with the Series E Preferred Stock in the distribution of assets, then the holders of the Series E Preferred Stock and each such other class or series of shares of capital stock ranking,
as to liquidation rights, on a parity with the Series E Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice
of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail,
postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of shares of Series E Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer
records of the Corporation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series E Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The
consolidation or merger of the Corporation with or into any other corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute
a liquidation, dissolution or winding-up of the affairs of the Corporation. 
  
 Section 5. Redemption. 
  
 (a) Shares of Series E Preferred Stock shall not be redeemable prior to September 25, 2008 except to preserve the status of the Corporation as a qualified real estate investment trust (“REIT”) for United States federal income tax
purposes. In addition, the Series E Preferred Stock shall be subject to the provisions of Article V of the Charter pursuant to which Series E Preferred Stock owned by a 
  

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stockholder in excess of the Ownership Limit shall automatically be transferred to a Trust for the exclusive benefit of a Charitable Beneficiary, as provided
in Article V of the Charter. 
  
 (b) On or after September 25,
2008, the Corporation, at its option upon not less than 30 nor more than 60 days’ written notice, may redeem the Series E Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per
share, plus all accrued and unpaid dividends (whether or not declared) thereon to and including the date fixed for redemption, without interest, to the extent the Corporation has funds legally available therefor. If fewer than all of the outstanding
shares of Series E Preferred Stock are to be redeemed, the shares of Series E Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method determined
by the Corporation that will not result in a violation of the Ownership Limit. Holders of Series E Preferred Stock to be redeemed shall surrender such Series E Preferred Stock at the place designated in such notice and shall be entitled to the
redemption price of $25.00 per share and any accrued and unpaid dividends payable upon such redemption following such surrender. If (i) notice of redemption of any shares of Series E Preferred Stock has been given, (ii) the funds necessary for such
redemption have been set aside by the Corporation in trust for the benefit of the holders of any shares of Series E Preferred Stock so called for redemption and (iii) irrevocable instructions have been given to pay the redemption price and all
accrued and unpaid dividends, then from and after the redemption date dividends shall cease to accrue on such shares of Series E Preferred Stock, such shares of Series E Preferred Stock shall no longer be deemed outstanding and all rights of the
holders of such shares will terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. So long as no dividends are in arrears, nothing herein shall prevent or
restrict the Corporation’s right or ability to purchase, from time to time either at a public or a private sale, all or any part of the Series E Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions
of applicable law, including the repurchase of shares of Series E Preferred Stock in open-market transactions duly authorized by the Board of Directors. 
  
 (c) In the event of any redemption of the Series E Preferred Stock in order to preserve the status of the Corporation as a qualified REIT, such redemption
shall be made in accordance with the terms and conditions set forth in this Section 5 of these Articles Supplementary. If the Corporation calls for redemption any shares of Series E Preferred Stock pursuant to and in accordance with this Section
5(c), then, the redemption price for such shares will be an amount in cash equal to $25.00 per share together with all accrued and unpaid dividends to and including the date fixed for redemption. 
  
 (d) Unless full cumulative dividends on all Series E Preferred Stock shall
have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then current dividend period, no Series E Preferred Stock shall
be redeemed unless all outstanding shares of Series E Preferred Stock are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire directly or indirectly any shares of Series E Preferred Stock or any class or series of
capital stock of the Corporation ranking, as to dividends or upon liquidation, on a parity with or junior to the Series E Preferred Stock (except by exchange for shares of capital stock of the Corporation ranking, as to dividends and upon
liquidation, junior to the Series E Preferred Stock); provided, however, that the foregoing shall not prevent the purchase of Series E Preferred Stock by the Corporation in accordance with the terms of Section 5(c) hereof or Article V
of the Charter or otherwise in order to ensure that the Corporation remains qualified as a REIT for United States federal income tax purposes or the purchase or acquisition of Series E Preferred Stock pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding shares of Series E Preferred Stock. 
  

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 (e) Notice of redemption shall be mailed by the Corporation, postage prepaid, as of a date set by the
Corporation not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the shares of Series E Preferred Stock to be redeemed at their respective addresses as they appear on the share
transfer records of the transfer agent of the Corporation. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for the redemption of any Series E
Preferred Stock except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the
holder received the redemption notice. Each notice shall state (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption date; (iii) the number of shares of Series E Preferred Stock to be redeemed;
(iv) the place or places where the shares of Series E Preferred Stock are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and (v) that dividends on the Series E Preferred Stock
to be redeemed shall cease to accrue on such redemption date. If fewer than all of the shares of Series E Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series E
Preferred Stock held by such holder to be redeemed. 
  
 (f) If a
redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series E Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on
such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each holder of Series E Preferred Stock that surrenders its shares on such redemption date will be
entitled to the dividends accruing after the end of the Dividend Period to which such Dividend Payment Date relates up to an including the redemption date. Except as provided herein, the Corporation shall make no payment or allowance for unpaid
dividends, whether or not in arrears, on Series E Preferred Stock for which a notice of redemption has been given. 
  
 (g) All shares of the Series E Preferred Stock redeemed or repurchased pursuant to this Section 5 shall be retired and shall be restored to the status of
authorized but unissued shares of Preferred Stock, without designation as to series or class. 
  
 (h) The Series E Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption; provided, however, that the Series E Preferred Stock owned by a
stockholder in excess of the Ownership Limit shall be subject to the provisions of this Section 5 and Article V of the Charter. 
  
 Section 6. Voting Rights. 
  
 (a) Holders of the Series E Preferred Stock shall not have any voting rights, except as provided by applicable law and as set forth in this Section 6.

  
 (b) Whenever dividends on any shares of Series E Preferred
Stock shall be in arrears for six or more consecutive or non-consecutive quarterly periods (a “Preferred Dividend Default”), the holders of such Series E Preferred Stock (voting as a single class with all other classes or series of parity
preferred stock of the Corporation upon which like voting rights have been conferred and are exercisable (“Parity Preferred”)) shall be entitled to vote for the election of a total of two additional directors of the Corporation (the
“Preferred Directors”) at the next annual meeting of stockholders and at each subsequent meeting until all dividends accumulated on such Series E Preferred Stock and Parity Preferred for the past dividend periods and the then current
dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of Directors will be increased by two directors. If and when all accumulated dividends shall
have been paid on such Series 
  

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E Preferred Stock and all classes or series of Parity Preferred, the right of the holders of Series E Preferred Stock and the Parity Preferred to elect such
additional two directors shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the entire Board of Directors shall
be reduced accordingly. So long as a Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Director may be filled by written consent of the Preferred Director remaining in office, or if none remains in office, by a vote
of the holders of record of a majority of the outstanding Series E Preferred Stock when they have the voting rights described above (voting as a single class with all other classes or series of Parity Preferred). Each of the Preferred Directors
shall be entitled to one vote on any matter. 
  
 (c) So long as
any shares of Series E Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds of the shares of Series E Preferred Stock and each other class or series of Parity Preferred, outstanding at the time, given in
person or by proxy, either in writing or at a meeting (voting as a single class) will be required to: (i) authorize, create or issue, or increase the authorized or issued amount of, any class or series of capital stock ranking senior to the Series E
Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of the affairs of the Corporation or reclassify any authorized shares of capital stock of the Corporation into such
capital stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such capital stock; or (ii) amend, alter or repeal the provisions of the Charter or these Articles Supplementary,
whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series E
Preferred Stock or the holders thereof; provided however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series E Preferred Stock remains outstanding with the terms thereof materially
unchanged, taking into account that, upon the occurrence of an Event, the Corporation may not be the surviving entity, the occurrence of such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting
power of holders of Series E Preferred Stock, and in such case such holders shall not have any voting rights with respect to the occurrence of any of the Events set forth in (ii) above. Holders of shares of Series E Preferred Stock shall not be
entitled to vote with respect to (A) any increase in the total number of authorized shares of Common Stock or Preferred Stock of the Corporation, or (B) any increase in the amount of the authorized Series E Preferred Stock or the creation or
issuance of any other class or series of capital stock, or (C) any increase in the number of authorized shares of Series E Preferred Stock or any other class or series of capital stock, in each case referred to in clause (A), (B) or (C) above
ranking on a parity with or junior to the Series E Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up. Except as set forth herein, holders of the Series E Preferred
Stock shall not have any voting rights with respect to, and the consent of the holders of the Series E Preferred Stock shall not be required for, the taking of any corporate action, including an Event, regardless of the effect that such corporate
action or Event may have upon the powers, preferences, voting power or other rights or privileges of the Series E Preferred Stock. 
  
 (d) The foregoing voting provisions of this Section 6 shall not apply if, at or prior to the time when the act with respect to which such vote would
otherwise be required shall be effected, all outstanding shares of Series E Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such
redemption. 
  
 (e) In any matter in which the Series E Preferred
Stock may vote (as expressly provided herein or as may be required by law), each share of Series E Preferred Stock shall be entitled to one vote per $25.00 of liquidation preference. 
  

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 Section 7. Conversion. 
  
 The shares of Series E Preferred Stock shall not be convertible into or exchangeable for any other property or securities of
the Corporation or any other entity. 
  
 Section 8.
Ranking. 
  
 In respect of rights to the payment of
dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, the Series E Preferred Stock shall rank (i) senior to all classes or series of the Corporation’s Common Stock
and to any other class or series of capital stock of the Corporation other than any class or series referred to in clauses (ii) and (iii) of this sentence, (ii) on a parity with the Corporation’s outstanding Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock and with all equity securities issued by the Corporation in the future the terms of which specifically provide that such equity securities rank on a parity with the Series E Preferred Stock as to the
payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation, and (iii) junior to all equity securities issued by the Corporation in the future the terms of which specifically
provide that such equity securities rank senior to the Series E Preferred Stock as to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation. For avoidance of doubt, debt
securities of the Corporation which are convertible into or exchangeable for shares of capital stock of the Corporation shall not constitute a class or series of capital stock of the Corporation. 
  
 Section 9. Restrictions on Transfer, Acquisition and Redemption of
Shares. 
  
 The Series E Preferred Stock is governed by and
issued subject to all of the limitations, terms and conditions of the Corporation’s Charter, including but not limited to the terms and conditions (including exceptions and exemptions) of Article V of the Charter; provided,
however, that the terms and conditions (including exceptions and exemptions) of Article V of the Charter shall also be applied to the Series E Preferred Stock separately and without regard to any other series or class. The foregoing sentence
shall not be construed to limit to the Series E Preferred Stock the applicability of any other term or provision of the Charter. In addition to the legend contemplated by Article V, Section 5.11 of the Charter, each certificate for Series E
Preferred Stock shall bear substantially the following legend: 
  
 “The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Maryland General Corporation Law with respect to the
designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications, and terms and conditions of redemptions of the stock of each class which the Corporation has authority to
issue and, if the Corporation is authorized to issue any preferred or special class in series or classes, (i) the difference in the relative rights and preferences between the shares of each series and class to the extent set, and (ii) the authority
of the Board of Directors to set such rights and preferences of subsequent series and classes. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter of the Corporation, a
copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office.” 
  
 Section 10. Shares of Stock To Be Retired. All shares of Series E Preferred Stock which shall have been issued
and reacquired in any manner by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock of the Corporation, without designation as to class or series. 
  

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 Section 11. Record Holders. The Corporation and the Transfer Agent may deem and treat the
record holder of any Series E Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the Transfer Agent shall be affected by any notice to the contrary. 
  
 Section 12. Sinking Fund. The Series E Preferred Stock shall
not be entitled to the benefits of any retirement or sinking fund. 
  
 Section 13. Exclusion of Other Rights. 
  
 The Series E Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set forth
in the Charter and these Articles Supplementary. 
  
 Section
14. Headings of Subdivisions. 
  
 The headings of the
various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. 
  
 Section 15. Severability of Provisions. 
  
 If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions
of redemption of the Series E Preferred Stock set forth in the Charter and these Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, voting
powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of Series E Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision
thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series E
Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein. 
  
 Section 16. No Preemptive Rights. 
  
 No holder of Series E Preferred Stock shall be entitled to any preemptive rights to subscribe for or acquire any unissued shares of capital stock of the
Corporation (whether now or hereafter authorized) or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares of capital stock of the Corporation. 
  

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 IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in
its name and on its behalf by its President and Chief Operating Officer and attested to by its Assistant Corporate Secretary on this 15th day of September 2003. 
  

	 CARRAMERICA REALTY CORPORATION

	
	 /S/    PHILIP L. HAWKINS


	 Philip L. Hawkins

	 President and Chief Operating Officer



  
 [SEAL] 
  
 ATTEST: 
  

	
	 /S/    ANN MARIE PULSCH


	 Ann Marie Pulsch

	 Assistant Corporate Secretary


  
 THE UNDERSIGNED
President and Chief Operating Officer of CarrAmerica Realty Corporation, who executed on behalf of the Corporation the foregoing Articles Supplementary which this certificate is made a part, hereby acknowledges in the name and on behalf of said
Corporation the foregoing Articles Supplementary to be the duly authorized act of said Corporation and hereby certifies to the best of his knowledge, information and belief that the matters and facts set forth herein with respect to the
authorization and approval thereof are true in all material respects under the penalties of perjury. 
  

	
	 /S/    PHILIP L. HAWKINS


	 Philip L. Hawkins

	 President and Chief Operating Officer