AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

CARR REALTY HOLDINGS, L.P.

December 31, 2003

TABLE OF CONTENTS

i

ii

EXHIBIT A

INTENTIONALLY OMITTED

EXHIBIT B

CAPITAL ACCOUNT MAINTENANCE

EXHIBIT C

SPECIAL ALLOCATION RULES

EXHIBIT D

VALUE OF CONTRIBUTED PROPERTY

EXHIBIT E

NOTICE OF REDEMPTION

iii

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

CARR REALTY HOLDINGS, L.P.

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 31, 2003 and effective as of the Effective Time, is entered into by CarrAmerica Realty Corporation, a Maryland corporation, as the General Partner, for itself and on behalf of the Limited Partners of the Partnership.

WHEREAS, CRLP and Carr Realty LP Holdings, L.L.C. entered into that certain Agreement of Limited Partnership of the Partnership on December 23, 2003 (the Original Agreement);

WHEREAS, pursuant to the merger described in that certain Agreement and Plan of Merger dated as of December 23, 2003, by and among CRLP, Carr Realty GP Holdings, LLC, a Delaware limited liability company, Carr Realty Merger Subsidiary, L.P., a Delaware limited partnership, the Partnership, and Carr Realty LP Holdings, LLC, a Delaware limited liability company, (i) each Class A, Class B and Class C Unit (as defined in the CRLP Agreement) of limited partnership interest in CRLP issued and outstanding as of December 31, 2003, immediately prior to the Effective Time, ceased to be outstanding and was converted into and exchanged for the right to receive one Class A, Class B and Class C unit of limited partnership interest in the Partnership, respectively, and (ii) the General Partner Interest (as defined in the CRLP Agreement) in CRLP issued and outstanding as of December 31, 2003, immediately prior to the Effective Time, ceased to be outstanding and was automatically converted into and exchanged for the right to receive the General Partner Interest in the Partnership;

WHEREAS, the Partners intend that the Partnership is and will be treated as the continuation of CRLP for federal income tax purposes; and

WHEREAS, the partners desire to amend and restate in its entirety the Original Agreement to reflect the rights and obligations of the Partners as they existed under the CRLP Agreement and to cause the Agreement to be, as of the date hereof, substantially identical to the CRLP Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to continue the Partnership as a limited partnership under the Act, as follows:

ARTICLE 1

DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

Act means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time, and any successor to such statute.

Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 4.2 hereof and who is shown as such on the books and records of the Partnership.

Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Partnership Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Adjusted Capital Account Deficit means, with respect to any Partner, the deficit balance, if any, in such Partners Adjusted Capital Account as of the end of the relevant Partnership Year

Adjusted Property means any property the Carrying Value of which has been adjusted pursuant to Exhibit B hereof. Once an Adjusted Property is deemed distributed by, and recontributed to, the Partnership for federal income tax purposes upon a termination thereof pursuant to Section 708 of the Code, such property shall thereafter constitute a Contributed Property until the Carrying Value of such property is further adjusted pursuant to Exhibit B hereof.

Affiliate means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person, (iii) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests, or (iv) any officer, director, general partner or trustee of such Person or any Person referred to in clauses (i), (ii), and (iii) above.

Agreed Value means (i) in the case of any Contributed Property set forth in Exhibit D and as of the time of its contribution to the Partnership, the Agreed Value of such property as set forth in Exhibit D, (ii) in the case of any Contributed Property not set forth in Exhibit D and as of the time of its contribution to the Partnership, the 704(c) Value of such property or other consideration, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed, and (iii) in the case of any property distributed to a Partner by the Partnership, the Partnerships Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution as determined under Section 752 of the Code and the regulations thereunder.

Agreement means this Amended and Restated Agreement of Limited Partnership, as it may be amended, supplemented or restated from time to time.

- 2 -

Agreement and Plan of Merger means that certain Agreement and Plan of Merger dated as of December 23, 2003, by and among CRLP, Carr Realty GP Holdings, LLC, a Delaware limited liability company, Carr Realty Merger Subsidiary, L.P., a Delaware limited partnership, the Partnership, and Carr Realty LP Holdings, LLC, a Delaware limited liability company, as it may be amended, supplemented or restated from time to time.

Articles of Incorporation means the Articles of Incorporation of the General Partner filed in the State of Maryland on July 9, 1992, as amended or restated from time to time.

Assignee means a Person to whom one or more Partnership Units have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5.

Available Cash means, with respect to any period for which such calculation is being made, (i) the sum of:

(a) the Partnerships Net Income or Net Loss (as the case may be) for such period, taking into account all Guaranteed Payments deducted with respect to such period (without regard to adjustments resulting from allocations described in Sections 1.A-E of Exhibit C),

(b) Depreciation and all other noncash charges deducted in determining Net Income or Net Loss for such period,

(c) the amount of any reduction in reserves of the Partnership referred to in clause (ii)(f) below (including, without limitation, reductions resulting because the General Partner determines such amounts are no longer necessary),

(d) the excess of proceeds from the sale, exchange, disposition, or refinancing of Partnership property for such period over the gain (or loss, as the case may be) recognized from such sale, exchange, disposition, or refinancing during such period (excluding Terminating Capital Transactions), and

(e) all other cash received by the Partnership for such period that was not included in determining Net Income or Net Loss for such period;

(a) all principal debt payments made during such period by the Partnership,

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