X0202 4 2008-05-19 0001043121 BOSTON PROPERTIES LTD PARTNERSHIP N/A 0001229891 TWARDOCK DAVID A PRUDENTIAL MORTGAGE CAPITAL COMPANY 100 MULBERRY STREET NEWARK NJ 01702 1 0 0 0 LTIP Units 2008-05-19 4 A 0 649 .25 A Common OP Units 649 2911 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. The LTIP Units vest over two years with (1) 50% vesting on the earlier of (i) the first anniversary of the date of grant and (ii) the date of the 2009 annual meeting of stockholders of Boston Properties, Inc. and (2) 50% vesting on the earlier of (i) the second anniversary of the date of grant and (ii) the date of the 2010 annual meeting of stockholders of Boston Properties, Inc. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2008-05-20