X0202 4 2004-05-12 0001037540 BOSTON PROPERTIES INC BXP 0001229891 TWARDOCK DAVID A PRUDENTIAL MORTGAGE CAPITAL COMPANY 100 MULBERRY STREET NEWARK NJ 01702 1 0 0 0 LTIP Units 0 2004-05-12 4 A 0 850 .25 A 2005-05-12 Common Stock 850 1702 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 of BPLP. Each Common Unit acquired upon conversion of a 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. LTIP Units vest in two equal annual installments beginning on the first anniversary of the date of grant. Kelli A. DiLuglio, as Attorney-in-Fact 2004-05-14