X0303 4/A 2010-09-30 2010-10-04 0001037540 BOSTON PROPERTIES INC BXP 0001229891 TWARDOCK DAVID A PRUDENTIAL MORTGAGE CAPITAL COMPANY 100 MULBERRY STREET NEWARK NJ 01702 1 0 0 0 Phantom Stock Units 2010-09-30 4 A 0 300.77 83.12 A Common Stock 300.77 10745.3 D The Phantom Stock Units convert to Common Stock on a 1-for-1 basis. This amendment is being filed solely to correct an administrative error in the reporting of the number of Phantom Stock Units acquired. The original filing erroneously reported the number of Phantom Stock Units acquired as 255.65. The correct number of Phantom Stock Units acquired was 300.77. The Phantom Stock Units are awarded under the Second Amendment and Restatement of the Boston Properties, Inc. 1997 Stock Option and Incentive Plan to non-employee directors who elected to receive Phantom Stock Units in lieu of director cash compensation fees. The Phantom Stock Units are to be settled in shares of Common Stock (except that fractional units, if any, will be settled in cash) upon the Reporting Person's retirement from the Boston Properties, Inc. Board of Directors. Includes Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person when and as dividends were paid on Boston Properties, Inc. Common Stock. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2010-11-01