X0202 4 2005-01-28 0001043121 BOSTON PROPERTIES LTD PARTNERSHIP N/A 0001217108 PESTER ROBERT E C/O BOSTON PROPERTIES, INC. 111 HUNTINGTON AVENUE BOSTON MA 02199 0 1 0 0 Senior Vice President of GP LTIP Units 0 2005-01-28 4 A 0 8622 .25 A Common OP Units 8622 8622 D Issued as long term incentive compensation pursuant to Boston Properties Inc.'s, the Issuer's general partner, equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in the Issuer. LTIP Units vest over five years, 0% in first two years, 25% on February 1, 2008, 35% on February 1, 2009 and 40% on February 1, 2010. Kelli A. DiLuglio, Attorney-in-Fact 2005-01-31