X0303 4 2010-03-03 0001037540 BOSTON PROPERTIES INC BXP 0001237418 FRENKEL JACOB A C/O JP MORGAN CHASE INTERNATIONAL 270 PARK AVENUE NEW YORK NY 10017 1 0 0 0 LTIP Units 2010-03-03 4 A 0 509 .25 A Common Stock 509 509 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 vest over two years with 50% vesting on March 3, 2011 and 50% vesting on March 3, 2012. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2010-03-04