CarrAmerica Realty 8-K Entry into a Material Definitive Agreement

Exhibit 10.1

Attachment A

CARRAMERICA REALTY CORPORATION

BOARDOF DIRECTORS ANNUAL COMPENSATION

As of July 28, 2005

Retainer	Chair Fees										Meeting Fees
Annual Board Retainer	Audit Cmte Chair		Comp Cmte Chair		Nom/Corp Gov Cmte Chair		Invest Cmte Chair		Exec Cmte Chair		Board Meeting Fee		Audit Cmte Meeting Fee		Comp Cmte Meeting Fee		Nom/Corp Gov Cmte Meeting Fee		Invest Cmte Meeting Fee		Exec Cmte Meeting Fee
$40,000	$	7,500	$	5,000	$	5,000	$	5,000	$	5,000	$	1,200	$	1,200	$	1,000	$	1,000	$	1,000	$	1,000

Notes:

1) Compensation schedule applies to outside Directors only.

2) In-person and telephonic attendance by Directors at meetings will be compensated at the same amount.

3) New Directors joining the Board will receive 1,000 shares of restricted stock as an initial grant, with a one year vesting period.

4) Continuing Directors receive a grant of 1,000 shares of restricted stock following the election of Directors at each annual meeting of shareholders, with a one year vesting period.