X0306 4 2013-01-31 0001043121 BOSTON PROPERTIES LTD PARTNERSHIP N/A 0001166832 KLEIN JOEL NEWS CORPORATION 1211 AVENUE OF THE AMERICAS NEW YORK NY 10036 1 0 0 0 LTIP Units 2013-01-31 4 A 0 379 .25 A Common OP Units 379 379 D Issued as long term incentive compensation pursuant to Boston Properties, Inc.'s (BPI), 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 OP Unit. Each Common OP Unit acquired upon conversion of an LTIP Unit may be redeemed, at the election of the holder, for cash equal to the then fair market value of a share of common stock of BPI except that BPI may, at its election, acquire each Common OP Unit so presented for redemption for one share of common stock of BPI. LTIP Units have no expiration date. The 379 LTIP Units vest on the earlier of (i) January 31, 2014 and (ii) the date of BPI's 2013 annual meeting of stockholders. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2013-02-04