X0303 4 2009-05-27 0001043121 BOSTON PROPERTIES LTD PARTNERSHIP N/A 0001289668 Einiger Carol B. C/O POST ROCK ADVISORS, LLC 630 FIFTH AVENUE NEW YORK NY 10111 1 0 0 0 LTIP Units 2009-05-27 4 A 0 1419 .25 A Common OP Units 1419 4007 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 1,419 LTIP Units vest over two years with (1) 50% vesting on the earlier of (i) May 27, 2010 and (ii) the date of Boston Properties, Inc.'s 2010 annual meeting of stockholders and (2) 50% vesting on the earlier of (i) May 27, 2011 and (ii) the date of Boston Properties, Inc.'s 2011 annual meeting of stockholders. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2009-05-29