X0303 4 2011-01-27 0001037540 BOSTON PROPERTIES INC BXP 0001203367 LUSTIG MATTHEW J C/O LAZARD 30 ROCKEFELLER PLAZA NEW YORK NY 10020 1 0 0 0 LTIP Units 2011-01-27 4 A 0 302 .25 A Common OP Units 302 302 D Represents units of limited partnership interest in Boston Properties Limited Partnership (BPLP), of which the Issuer is the general partner, issued as long term incetive compensation pursant to the Issuer's 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 BPLP (Common Unit). Each Common 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 the Issuer's Common Stock, except that the Issuer may, at its election as directed by BPLP, acquire a Common Unit presented for redemption for one share of Common Stock. The LTIP Units will vest on the date of the Issuer's 2011 annual meeting of stockholders. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2011-01-31