X0306 4 2013-05-29 0001043121 BOSTON PROPERTIES LTD PARTNERSHIP N/A 0001203367 LUSTIG MATTHEW J C/O LAZARD FRERES REAL ESTATE INVESTORS 30 ROCKEFELLER PLAZA NEW YORK NY 10020 1 0 0 0 LTIP Units 2013-05-29 4 A 0 1095 .25 A Common OP Units 1095 3043 D Issued pursuant to Boston Properties, Inc.'s (BPI), the Issuer's general partner, equity based incentive 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 1,095 LTIP Units will vest on the earlier of (i) May 29, 2014 and (ii) the date of Boston Properties, Inc.'s 2014 annual meeting of stockholders. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2013-05-30