UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

Filed by Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

BOSTON PROPERTIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 6, 2007

4, 2008

Dear Stockholder:

You are cordially invited to attend the 20072008 annual meeting of stockholders of Boston Properties, Inc. The annual meeting will be held on Tuesday,Monday, May 15, 200712, 2008 at 9:3010:00 a.m., Eastern Time, at 599 Lexington Avenue, Conference Room 2E,2G/H, New York, New York.

The attached proxy statement, with the accompanying formal notice of the meeting, on the first page, describes the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to use this opportunity to take part in the affairs of Boston Properties by voting on the matters described in this proxy statement. Following the formal portion of the meeting, we will report on the operations of our company and our directors and management team will also be available to answer appropriate questions from stockholders.

Your vote is important. We hope that you will be able to attend the meeting. Whether or not you plan to attend the meeting, please complete the enclosed proxy card and return it as promptly as possible or vote by calling the toll-free telephone number or via the Internet. The enclosed proxy card contains instructions regarding all three methods of voting. If you attend the meeting, you may continue to have your shares voted as instructed on your proxy card or you may withdrawrevoke your proxy at the meeting and vote your shares in person.

We look forward to seeing you at the meeting.

Sincerely,

Mortimer B. Zuckerman

Chairman of the Board

Edward H. Linde

President and Chief Executive Officer

BOSTON PROPERTIES, INC.

111 Huntington Avenue800 Boylston Street

Suite 3001900

Boston, MA 02199-761002199-8103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 15, 200712, 2008

The 20072008 annual meeting of stockholders of Boston Properties, Inc. will be held on Tuesday,Monday, May 15, 200712, 2008 at 9:3010:00 a.m., Eastern Time, at 599 Lexington Avenue, Conference Room 2E, New York, New York, for the following purposes:

You may vote if you were a stockholder of record as of the close of business on March 26, 2007.20, 2008. If you do not plan to attend the meeting and vote your shares of common stock in person, please vote in one of the following ways:

If your shares of common stock are held by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee to have your shares of common stock voted.

Any proxy may be revoked at any time prior to its exercise at the annual meeting.

By Order of the Board of Directors

FRANK D. BURT, ESQ.

Secretary

April 4, 2008

Important Notice Regarding the Availability of the Board of Directors

FRANK D. BURT, ESQ.Proxy Materials for

Secretarythe Stockholder Meeting to be Held on May 12, 2008

This proxy statement and our 2007 annual report to stockholders

April 6, 2007are available at http://www.bostonproperties.com/proxy.

PROXY STATEMENT

TABLE OF CONTENTS

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April 6, 2007

4, 2008

BOSTON PROPERTIES, INC.

111 Huntington Avenue800 Boylston Street

Suite 3001900

Boston, MA 02199-761002199-8103

PROXY STATEMENT

This proxy statement and the enclosed proxy card are being mailed to stockholders on or about April 6, 20074, 2008 and are furnished in connection with the solicitation of proxies by the Board of Directors of Boston Properties, Inc. for use at the 20072008 annual meeting of stockholders of Boston Properties to be held on Tuesday,Monday, May 15, 200712, 2008 at 9:3010:00 a.m., Eastern Time, at 599 Lexington Avenue, Conference Room 2E,2G/H, New York, New York, and at any adjournments or postponements thereof.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is the purpose of the annual meeting?

At the annual meeting, stockholders will be asked to vote upon the matters set forth in the accompanying notice of meeting, including the election of directors, approval of the Second Amendment and Restatement of the Boston Properties, Inc. 1997 Stock Option and Incentive Plan (the “1997 Stock Plan”), the ratification of the appointment of our independent registered public accounting firm and, if properly presented, consideration of twoa stockholder proposals.

proposal concerning the annual election of directors.

Who is entitled to vote?

If our records show that you were a stockholder as of the close of business on March 26, 2007,20, 2008, which is referred to in this proxy statement as the “record date,” you are entitled to receive notice of the annual meeting and to vote the shares of common stock that you held as of the close of business on the record date. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted upon.

May I attend the meeting?

All stockholders of record of shares of common stock of Boston Properties at the close of business on the record date, or their designated proxies, are authorized to attend the annual meeting. Each stockholder and proxy will be asked to present a valid government-issued photo identification, such as a driver’s license or passport, before being admitted. If you are not a stockholder of record but hold shares through a broker, bank or other nominee (i.e., if you hold your shares in “street name”), you should provide proof of beneficial ownership as of the record date, such as an account statement reflecting your stock ownership as of the record date, a copy of the voting instruction card provided by your broker, bank or other nominee, or other similar evidence of ownership. We reserve the right to determine the validity of any purported proof of beneficial ownership. If you do not have proof of ownership, you may not be admitted to the annual meeting. Cameras, recording devices and other electronic devices will not be permitted, and attendees may be subject to security inspections and other security precautions. You may obtain directions to the annual meeting on our website at http://www.bostonproperties.com/proxy.

What constitutes a quorum?

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares of common stock entitled to vote is necessary to constitute a quorum for the transaction of business at the annual meeting. As of the record date, there were 118,965,000119,667,105 shares of common stock outstanding and entitled to vote at the annual meeting. Shares that reflect votes withheld for director nominees, abstentions or “broker non-votes” (i.e., shares represented at the meeting held by brokers, banks or other nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and with respect to which, on one or more but not all matters, the broker or nominee does not have discretionary voting power to vote such shares) will be counted for purposes of determining whether a quorum is present for the transaction of business at the annual meeting.

How do I vote?

Voting in Person at the Meeting.    If you are a registered stockholder and attend the annual meeting, you may vote in person at the meeting. If your shares of common stock are held in street name and you wish to vote in person at the meeting, you will need to obtain a “legal proxy” from the broker, bank or other nominee that holds your shares of common stock of record.

Voting by Proxy for Shares Registered Directly in the Name of the Stockholder.    If you hold your shares of common stock in your own name as a holder of record with our transfer agent, Computershare Trust Company, N.A., you may instruct the proxy holders named in the enclosed proxy card how to vote your shares of common stock in one of the following ways:

Voting by Proxy for Shares Registered in Street Name.    If your shares of common stock are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted.

Will other matters be voted on at the annual meeting?

We are not currently aware of any other matters to be presented at the annual meeting other than those described in this proxy statement. If any other matters not described in the proxy statement are properly presented at the meeting, any proxies received by us will be voted in the discretion of the proxy holders.

May I revoke my proxy instructions?

You may revoke your proxy at any time before it has been exercised by:

Any stockholder of record as of the record date attending the annual meeting may vote in person whether or not a proxy has been previously given, but the presence (without further action) of a stockholder at the annual meeting will not constitute revocation of a previously given proxy.

What is householding?

If you and other residents at your mailing address own shares of common stock in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one annual report and proxy statement. This procedure, known as “householding,” is intended to reduce the volume of duplicate information stockholders receive and also reduce printing and postage costs. IfUnder applicable law, if you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures apply to you, your broker, bank or other nominee has sent one copy of our annual report and proxy statement to your address. However, even if your broker, bank or other nominee has sent only one copy of these proxy materials, you should receive a proxy card for each stockholder in your household. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting your broker, bank or other nominee.

If you wish to request extra copies free of charge of our annual report or proxy statement, please send your request to Investor Relations, Boston Properties, Inc., 111 Huntington Avenue,800 Boylston Street, Suite 300,1900, Boston, Massachusetts 02199-7610;02199-8103; call us with your request at (617) 236-3322; or visit our website at http://www.bostonproperties.com.

What other information should I review before voting?

Our 20062007 annual report, including a copy of our annual report on Form 10-K and financial statements for the fiscal year ended December 31, 20062007 filed with the Securities and Exchange Commission, is being mailed to stockholders concurrently with this proxy statement. Our 20062007 annual report is not part of the proxy solicitation material.

How can I access Boston Properties’ proxy materials electronically?

This proxy statement and our 2007 annual report are available on our website at www.bostonproperties.com/proxy. Instead of receiving copies of our future annual reports, proxy statements, proxy cards and, when applicable, Notices of Internet Availability of Proxy Materials, by mail, stockholders can elect to receive an email that will provide electronic links to our proxy materials and also will give you an electronic link to the proxy voting site. Choosing to receive your future proxy materials or Notices of Internet Availability of Proxy Materials online will save us the cost of producing and mailing documents to you and help conserve natural resources. You may sign up for electronic delivery by visiting http://www.bostonproperties.com/proxy.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

The Board of Directors and its Committees

Board of Directors.    Boston Properties is currently managed by a ten member Board of Directors, which is divided into three classes (Class I, Class II and Class III). Our Board of Directors is currently composed of three Class I directors (Mortimer B. Zuckerman, Carol B. Einiger and Richard E. Salomon), four Class II directors (Lawrence S. Bacow, Zoë Baird, Alan J. Patricof and Martin Turchin) and threetwo Class III directors (William M. Daley, Edward(Edward H. Linde and David A. Twardock). As a result of the resignation of William M. Daley in May 2007, there is currently a vacancy in Class III. The members of each class of our Board of Directors serve for staggered three-year terms, and the terms of our current Class I, Class II and Class III directors expire upon the election and qualification of directors at the annual meetings of stockholders to be held in 2007,2010, 2008 and 2009, respectively. At each annual meeting of stockholders, directors will be elected or re-elected for a full term

of three years to succeed those directors whose terms are expiring. William M. Daley has resigned from the Board of Directors, effective May 15, 2007, the date of the Company’s 2007 annual meeting of stockholders.

Director IndependenceIndependence.    .    Under the New York Stock Exchange Corporate Governance Rules, or the NYSE Rules, a majority of the Board of Directors must qualify as “independent directors.” To qualify as an “independent director,” the Board of Directors must affirmatively determine that the director has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us). As permitted by the NYSE Rules, the Board of Directors established categorical standards to assist it in making the required independence determinations.

Under these categorical standards, any relationship with us shall be deemed not material if:

excess of the greater of $120,000 or 5% of such entity’s total consolidated assets, or to whom we are indebted (other than with respect to (i) any of our publicly traded debt securities or (ii) non-recourse loans secured by real estate where both we and the lender intend for the lender to transfer all right to, and control over, the loan within 12 months and the documentation includes customary provisions for loans targeted at the commercial mortgage backed securities (CMBS) or collateralized debt obligation (CDO) markets) in an amount in excess of 5% of our total consolidated assets;

(g)

a director or an immediate family member of a director being an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of an entity that has a co-investment or is a joint venture partner with us where the amount of the entity’s equity investment in any single year exceeds the greater of $1 million or 2% of the total consolidated assets of the entity.

For purposes of these standards, “immediate family” member has the same meaning as in the NYSE Disqualifying Rules.

Relationships not specifically deemed not material by the above categorical standards may, in the Board’s judgment, be deemed not to be material.

Because Mses. Baird and Einiger and Messrs. Bacow, Daley, Patricof, Salomon and Twardock do not have any relationships with us other than those that are deemed not material under the foregoing categorical standards, the Board of Directors has determined that they are “independent directors” for purposes of the NYSE Rules.

Meetings.    Our Board of Directors met teneleven times during 2006.2007. Each director attended at least 75% of the aggregate of (1) the total number of meetings of our Board of Directors (held during the period for which he or she has been a director) and (2) the total number of meetings of all committees of our Board of Directors on which the director served (during the periods that he or she served), other than Mr. Martin Turchin (who attended 72% of such meetings). Directors are expected to attend annual meetings of our stockholders in person unless doing so is impracticable due to unavoidable conflicts. NineAll nine directors attended the 20062007 annual meeting of stockholders.

Directors who qualify as “non-management” within the meaning of the NYSE Rules meet on a regular basis in executive sessions without management participation. The executive sessions occur after each regularly scheduled meeting of the entire Board and at such other times that the non-management directors deem appropriate. Each director has the right to call an executive session. In addition, at least once per year, an executive session is held with only independent directors present. The executive sessions are chaired by the chair of the Board committee having jurisdiction over the particular subject matter to be discussed at the particular executive session or portion of an executive session.

Committees.    Our Board of Directors has the following three committees: (1) Audit, (2) Compensation and (3) Nominating and Corporate Governance. The membership and the function of each of these committees are described below.

Audit Committee.    Our Board of Directors has established an Audit Committee consisting of Messrs. Patricof (Chair) and Bacow and Ms. Einiger. The Audit Committee operates pursuant to a charter that was approved by our Board of Directors and that is reviewed and reassessed at least annually. The Audit Committee, among other functions, (1) has the sole authority to appoint, retain, terminate and determine the compensation of our independent accountants, (2) reviews with our independent accountants the scope and results of the audit engagement, (3) approves professional services provided by our independent accountants and (4) reviews the independence of our independent accountants. Each member of the Audit Committee is “independent” as that term is defined in the rules of the SEC and the applicable NYSE Rules. Our Board of Directors determined that Mr. Patricof qualifies as an “audit committee financial expert” as that term is defined in the rules of the SEC. The Report of the Audit Committee is included in this proxy statement beginning on page 51.53. The Audit Committee met eight times during 2006.2007.

Compensation Committee.    Our Board of Directors has established a Compensation Committee consisting of Messrs. Salomon (Chair) and Twardock and Ms. Baird. Mr. Bacow served on the Compensation Committee until November 7, 2006 at which time he was replaced by Ms. Baird. None of the members of the Compensation Committee are employees of Boston Properties and each of them is an independent director for purposes of the requirements of the NYSE Rules.

The Compensation Committee operates pursuant to a charter that was approved by our Board of Directors and that is reviewed and reassessed at least annually. The Compensation Committee’s responsibilities include, among other duties, the responsibility to (1) review and approve the corporate goals and objectives relevant to the compensation of the Chairman, Chief Executive Officer and certain designated senior executive officers, (2) evaluate the performance of the Chairman, Chief Executive Officer and designated senior executive officers in light of such goals and objectives and determine and approve compensation of such officers based on such evaluation, (3) review and approve the compensation of other executive officers, (4) review and approve grants and awards under all incentive-based compensation plans and equity-based plans and (5) perform other functions or duties deemed appropriate by the Board.

The Compensation Committee makes all compensation decisions for the Chairman, the Chief Executive Officer and all other executive officers. With respect to compensation decisions relating to executive officers other than the Chairman and the Chief Executive Officer, the Compensation Committee takes into consideration recommendations made by the Chairman, and Chief Executive Officer.Officer and/or President. Decisions regarding the non-equity compensation of other officers and employees are made by the Chief Executive Officer, in consultation with the President and Chief Financial Officer and Executive Vice President for Operations.Operating Officer. The Compensation Committee has delegated limited authority to the Chief Executive Officer to make equity grants to employees who are not executive officers. The Compensation Committee also reviews and makes recommendations to the full Board of Directors regarding the compensation of non-employee directors. In 2006 and 2007 the Compensation Committee engaged SMG Advisory Group LLC, or SMG, a nationally recognized consulting firm specializing in the real estate industry, to assist the committee in determining the amount and form of executive compensation and considered information presented by Mercer Human Resource Consulting, or Mercer, an independent compensation consultant, when reviewing the appropriate types and levels for the Company’s non-employee director compensation program.compensation. Information concerning the nature and scope of SMG’s assignments and related disclosures is included in “Compensation“Compensation Discussion and Analysis” beginning on page 20 and information concerning the nature and scope of Mercer’s assignments and related disclosures is included in “Compensation of Directors” beginning on page 39.

20.

The Report of the Compensation Committee is included in this proxy statement on page 29.37. The Compensation Committee met elevenfifteen times in 2006.

2007.

Nominating and Corporate Governance Committee.    Our Board of Directors has established a Nominating and Corporate Governance Committee (the “NCG Committee”) consisting of Messrs. DaleyMs. Baird (Chair) and Mr. Twardock, and Ms. Baird, alleach of whom areis an independent directorsdirector under the NYSE Rules. William M. Daley has resigned from the Board of Directors, effective May 15, 2007, the date of the Company’s 2007 annual meeting of stockholders. The NCG Committee operates pursuant to a charter that was approved by our Board of Directors and that is reviewed and reassessed at least annually. The NCG Committee, among other functions, is responsible for identifying individuals qualified to become Board members, consistent with criteria established by the NCG Committee, and recommending director nominees to the Board for election at each annual meeting of stockholders. The NCG Committee is also responsible for developing and recommending to the Board a set of corporate governance guidelines, establishing

a policy with regard to the consideration by the NCG Committee of director candidates recommended by securityholders, establishing procedures to be followed by securityholders submitting such recommendations and establishing a process for identifying and evaluating nominees for the Board, including nominees recommended by securityholders. The NCG Committee met fourfive times during 2006.

2007.

A copy of each of our Audit Committee, Compensation Committee and NCG Committee Charters is available on our website at http://www.bostonproperties.com under the heading “Corporate Governance.” These

Charters are also available in print to any stockholder upon written request addressed to Investor Relations, Boston Properties, Inc., 111 Huntington Avenue,800 Boylston Street, Suite 300,1900, Boston, MA 02199.

02199-8103.

Our Board of Directors has also established (1) a Special Transactions Committee, the members of which are Messrs. Zuckerman and E. Linde, which may approve acquisitions, dispositions, financings and refinancings involving amounts less than $25 million and may approve refinancings in amounts greater than $25 million if the existing debt is increasing by less than $25 million, and (2) a Significant Transactions Committee, the members of which are Messrs. Zuckerman, E. Linde and Twardock, which may approve acquisitions, dispositions, financings and refinancings involving amounts equal to or greater than $25 million but less than $200 million and may approve refinancings in amounts greater than $200 million if the existing debt is increasing by less than $200 million. The Special Transactions Committee held numerous informal telephonic meetings and took action by written consent sixfour times during 2006.2007. The Significant Transactions Committee also held various informal telephonic meetings met one time and took action by written consent foureight times during 2006.

2007.

Our Board of Directors may from time to time establish other special or standing committees to facilitate the management of Boston Properties or to discharge specific duties delegated to the committee by the full Board of Directors.

Consideration of Director Nominees

Securityholder Recommendations.Recommendations.    The NCG Committee’s current policy is to review and consider any director candidates who have been recommended by securityholders in compliance with the procedures established from time to time by the NCG Committee. All securityholder recommendations for director candidates must be submitted to our Secretary at Boston Properties, Inc., 111 Huntington Avenue,800 Boylston Street, Suite 300,1900, Boston, MA 02199-7610,02199-8103, who will forward all recommendations to the NCG Committee. We did not receive any securityholder recommendations for director candidates for election at the 20072008 annual meeting in compliance with the procedures set forth below. All securityholder recommendations for director candidates for election at the 20082009 annual meeting of stockholders must be submitted to our Secretary on or before December 8, 20075, 2008 and must include the following information:

Board Membership Criteria.    The NCG Committee has established criteria for NCG Committee-recommended director nominees. These criteria include the following specific, minimum qualifications that the NCG Committee believes must be met by an NCG Committee-recommended nominee for a position on the Board:

In addition to the minimum qualifications for each nominee set forth above, the NCG Committee will recommend director candidates to the full Board for nomination, or present director candidates to the full Board for consideration, to help ensure that:

Finally, in addition to any other standards the NCG Committee may deem appropriate from time to time for the overall structure and composition of the Board, the NCG Committee may consider the following factors when recommending director candidates to the full Board for nomination, or presenting director candidates to the full Board for consideration:

Identifying and Evaluating Nominees.    The NCG Committee may solicit recommendations for director nominees from any or all of the following sources: non-management directors, the Chairman, the Chief Executive Officer, other executive officers, third-party search firms or any other source it deems appropriate.

The NCG Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or has been recommended to it by a securityholder in compliance with the NCG Committee’s procedures for that purpose, and conduct inquiries it deems appropriate into the background of these proposed

director candidates. In identifying and evaluating proposed director candidates, the NCG Committee may consider, in addition to the minimum qualifications for NCG Committee-recommended director nominees, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of business experience, his or her independence and the

needs of the Board. Other than circumstances in which we aremay be legally required by contract or otherwise to provide third parties with the ability to nominate directors, the NCG Committee will evaluate all proposed director candidates that it considers or who have been properly recommended to it by a securityholder based on the same criteria and in substantially the same manner, with no regard to the source of the initial recommendation of the proposed director candidate.

Communications with the Board

If you wish to communicate with any of our directors or the Board of Directors as a group, you may do so by writing to them at [Name(s) of Director(s)/Board of Directors of Boston Properties, Inc.], c/o Compliance Officer, Boston Properties, Inc., 111 Huntington Avenue,800 Boylston Street, Suite 300,1900, Boston, MA 02199-7610.

02199-8103.

If you wish to contact the Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters, you may do so by writing to the Chair of the Audit Committee of Boston Properties, Inc., c/o Compliance Officer, Boston Properties, Inc., 111 Huntington Avenue,800 Boylston Street, Suite 300,1900, Boston, MA 02199-7610.02199-8103. You are welcome to make any such reports anonymously, but we prefer that you identify yourself so that we may contact you for additional information if necessary or appropriate.

If you wish to communicate with our non-management directors as a group, you may do so by writing to Non-Management Directors of Boston Properties, Inc., c/o Compliance Officer, Boston Properties, Inc., 111 Huntington Avenue,800 Boylston Street, Suite 300,1900, Boston, MA 02199-7610.

02199-8103.

We recommend that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received by the Compliance Officer will be forwarded by the Compliance Officer promptly to the addressee(s).

Corporate Governance Guidelines

Our Board of Directors adopted Corporate Governance Guidelines, a copy of which is available on our website at http://www.bostonproperties.com under the heading “Corporate Governance.” These Guidelines are also available in print to any stockholder upon written request addressed to Investor Relations, Boston Properties, Inc., 111 Huntington Avenue,800 Boylston Street, Suite 300,1900, Boston, MA 02199.

02199-8103.

Code of Business Conduct and Ethics

Our Board of Directors adopted a Code of Business Conduct and Ethics, which governs business decisions made and actions taken by our directors, officers and employees. A copy of this code is available on our website at http://www.bostonproperties.com under the heading “Corporate Governance.” We intend to disclose on this website any amendment to, or waiver of, any provision of this Code applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE Rules. A copy of this Code is also available in print to any stockholder upon written request addressed to Investor Relations, Boston Properties, Inc., 111 Huntington Avenue,800 Boylston Street, Suite 300,1900, Boston, MA 02199.02199-8103.

PROPOSAL 1: ELECTION OF DIRECTORS

Introduction

At the annual meeting, threefour Class III directors will be elected to serve until the 20102011 annual meeting and until their respective successors are duly elected and qualified. Following the recommendation of the NCG Committee, our Board of Directors has nominated Ms. Zoë Baird and Messrs. Mortimer B. ZuckermanLawrence S. Bacow, Alan J. Patricof and Richard E. Salomon and Ms. Carol B. Einiger to serveMartin Turchin for election as Class III directors. Each nominee is currently serving as a director of Boston Properties. In making its recommendations, the NCG Committee considered a number of factors, including its criteria for Board membership, which included the minimum qualifications that must be possessed by a director candidate in order to be nominated for a position on the Board. Our Board of Directors anticipates that, if elected, the nominees will serve as directors. However, if any person nominated by our Board of Directors is unable to serve or for good cause will not serve, the proxies will be voted for the election of such other person as our Board of Directors may recommend.

Vote Required

Directors are elected by a plurality of the votes of the shares of common stock present in person or represented by proxy and entitled to vote on the election of directors at the annual meeting. Votes may be cast for or withheld from each nominee. Votes cast for the nominees will count as “yes” votes; votes that are withheld from the nominees will not be voted with respect to the director or directors indicated, but they will be counted when determining whether there is a quorum present.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR ITS NOMINEES, MORTIMER B. ZUCKERMAN, CAROL B. EINIGERLAWRENCE S. BACOW, ZOË BAIRD, ALAN J. PATRICOF AND RICHARD E. SALOMON.MARTIN TURCHIN. PROPERLY AUTHORIZED PROXIES SOLICITED BY THE BOARD WILL BE VOTEDFOR EACH OF THE NOMINEES UNLESS INSTRUCTIONS TO WITHHOLD OR TO THE CONTRARY ARE GIVEN.

Information Regarding the Nominees, Other Directors and Executive Officers

The following biographical descriptions set forth certain information with respect to the nominees for election as Class III directors at the annual meeting, each director who is not standing for election and the executive officers who are not directors, based on information furnished to Boston Properties by each nominee, director and executive officer as of February 1, 2007.2008. Each executive officer holds office until the regular meeting of the Board of Directors following the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

Nominees for Election as Class I Directors — Terms Expiring 2007

Mortimer B. Zuckerman.    Mr. Mortimer B. Zuckerman serves as Chairman of the Board of Directors of Boston Properties and has been a director since June 23, 1997. Mr. Zuckerman co-founded Boston Properties in 1970 after spending seven years at Cabot, Cabot & Forbes where he rose to the position of Senior Vice President and Chief Financial Officer. He is also Chairman and Editor-in-Chief of U.S. News & World Report and Chairman and Publisher of the New York Daily News. He serves as trustee of Memorial Sloan-Kettering and he is also a member of the JPMorgan National Advisory Board, the Council on Foreign Relations, the Washington Institute for Near East Studies and the International Institute of Strategic Studies. He is also a former Associate Professor of City and Regional Planning at the Harvard Graduate School of Design, a former lecturer of City and Regional Planning at Yale University and a past president of the Board of Trustees of the Dana Farber Cancer Institute in Boston. Mr. Zuckerman was awarded the Commandeur De L’Ordre des Arts et des Lettres by the government of France, the Lifetime Achievement Award from Guild Hall and the Gold Medal from the American Institute of Architecture in New York. Mr. Zuckerman is a graduate of McGill University in Montreal

where he received an undergraduate degree in 1957 and a degree in law in 1961. He received an MBA with distinction from the Wharton School, University of Pennsylvania in 1961 and an LLM from Harvard University in 1962. He has also received three honorary degrees. He is 69 years old.

Carol B. Einiger.    Ms. Carol B. Einiger has been a director since May 5, 2004. Ms. Einiger is President of Post Rock Advisors, LLC, a private investment advisory firm established in 2005. She served as Chief Investment Officer of The Rockefeller University from 1996 to 2005. Ms. Einiger began a 20-year investment banking career in 1971 at Goldman, Sachs & Co. and worked at The First Boston Corporation from 1973 to 1988, becoming Managing Director and head of the Capital Markets Department and the Short-Term Finance Department. In 1988, Ms. Einiger became Executive-in-Residence and Visiting Professor at Columbia Business School, and in 1989 she joined Wasserstein Perella & Co. as Managing Director. She joined the Edna McConnell Clark Foundation in 1992, serving as Chief Financial Officer and then Acting President until 1996. Ms. Einiger serves on the Board of Overseers of Columbia Business School, the Investment Committee of the Museum of Modern Art and the Advisory Board of Blackstone Alternative Asset Management. She previously served on the Board of Directors of Credit Suisse First Boston (USA), Inc. and as a Trustee and Member of the Investment Board of the University of Pennsylvania. Ms. Einiger is the recipient of numerous awards, including the Alumni Award of Merit of the University of Pennsylvania, the Columbia Business School Distinguished Alumna Award, the Anti-Defamation League Woman of Achievement Award and the Catalyst Award for Corporate Leadership. She received a BA from the University of Pennsylvania and an MBA from Columbia University Graduate School of Business. She is 57 years old.

Richard E. Salomon.    Mr. Richard E. Salomon has been a director since November 12, 1998. He is President of Mecox Ventures, a private investment company. Mr. Salomon was President and Managing Director of the investment advisory firm, Spears, Benzak, Salomon & Farrell from 1982 until 2000. Mr. Salomon serves as Senior Advisor to Mr. David Rockefeller. He represented Rockefeller interests on the Executive Committee of Embarcadero Center from 1977 until 1998. In addition, he is Chairman of the Advisory Board of Blackstone Alternative Asset Management Group and Vice Chairman of the Board of Trustees of The Rockefeller University. He is a trustee of the Council on Foreign Relations, the Museum of Modern Art and the Alfred P. Sloan Foundation. Mr. Salomon is also a member of the Investment Committee at the Council on Foreign Relations, the Rockefeller University, the Museum of Modern Art and the Alfred P. Sloan Foundation. He received a BA from Yale University in 1964 and an MBA from Columbia University Graduate School of Business in 1967. He is 64 years old.

Incumbent Class II Directors — Terms Expiring 2008

Lawrence S. Bacow.Bacow.    Mr. Lawrence S. Bacow has been a director since May 7, 2003. Since September 2001, Mr. Bacow has served as President of Tufts University. Prior to his appointment to this position, Mr. Bacow served in various capacities at the Massachusetts Institute of Technology, including Chancellor from August 1998 to June 2001. During his 24-year tenure at the Massachusetts Institute of Technology, Mr. Bacow was the Lee and Geraldine Martin Professor of Environmental Studies in the Department of Urban Studies and Planning and he also served as the Director of the MIT Center for Real Estate Development, the Chair of the MIT Council on the Environment and the Chairman of the Faculty of the Massachusetts Institute of Technology. Mr. Bacow serves as a director of Tufts University, WGBH, Cummings Foundation, Campus Compact, Wheaton College and the Association of Independent Colleges and Universities of Massachusetts. He received a BSan SB in Economics from the Massachusetts Institute of Technology and a Ph.D., an MPP and a JD from Harvard University. He is 5556 years old.

Zoë Baird.    Ms. Zoë Baird has been a director since May 11, 2005. Since January 1998 she has served as President of the Markle Foundation, a private philanthropy that focuses on using information and communications technologies to address critical public needs, particularly in the areas of health care and national security. Ms. Baird serves as Co-Chair of the Markle Task Force on National Security in the Information Age and participates in the Steering Committee of Markle’s Connecting for Health Initiative. Ms. Baird previously

had been Senior Vice President and General Counsel of Aetna, Inc., an international insurance company, from 1990 to 1996, and a senior visiting scholar at Yale Law School from 1996 to 1997. Prior to holding such positions, Ms. Baird had served as Counselor and Staff Executive of General Electric Co., a partner in the international law firm of O’Melveny and Myers, an associate general counsel to President Jimmy Carter and an attorney in the Office of Legal Counsel of the United States Department of Justice. Ms. Baird founded and serves as Chair Emeritus on the board of Lawyers for Children America, which is concerned with the impact of violence on children. Ms. Baird is a member of the Council on Foreign Relations and the American Law Institute, and she serves on the boards of Convergys Corporation and The Chubb Corporation. She also serves as aan honorary trustee of The Brookings Institution, a director of King Hussein Foundation and serves as secretary and treasurer of the U.S. China Youth Forum. She has also served on the Technology & Privacy Advisory Committee to the United States Secretary of Defense from 2003 to 2004, President Clinton’s Foreign Intelligence Advisory Board from 1993 to 2001 and the International Competition Policy Advisory Committee to the United States Attorney General from 1997 to 2000. Ms. Baird received an undergraduate degree from the University of California at Berkeley with majors in communications and public policy, as well as political science. She also received a JD from the University of California at Berkeley’s Boalt School of Law. She is 5455 years old.

Alan J. Patricof.    Mr. Alan J. Patricof has been a director since June 23, 1997. Mr. Patricof is Managing Director of Greycroft, LLC, a venture capital partnershipfirm he formed in 2006, and Co-Founder2006. Prior to that, he was Chairman of Apax Partners, L.P.Inc., a venture capital and private equity investment company with operations across Asia, Europe, Israel and the United States — formerly Patricof & Co. Ventures, Inc., the company he founded in 1969. He also serves as a director1969, now one of Audible, Inc., Handmark, Inc., The Johnny Rockets Group, Inc., The NewsMarket, VoodooVox, Paid Content, TAKKLE, and Pump Audio.the world’s leading private equity firms with $30 billion under management or advice. He is a board member of TechnoServe, the Trickle Up Program, National Foundation for Teaching Entrepreneurship (NFTE), the Millennium Challenge Corporation and the Global Advisory Board of Endeavor, Inc. In addition, he is a board member of the Nigerian Honorary International Investor Council, the New York Small Business Venture Fund and New Jobs for New York Association, and is an Advisory Board member of the African Venture Capital Association. He also serves on the Board of Trustees of Columbia University Graduate School of Business and the Council on Foreign Relations (where he is also a member of its African Policy Board). Mr. Patricof received a BS in Finance from Ohio State University and an MBA from Columbia University Graduate School of Business.Business School. He is 7273 years old.

Martin Turchin.    Mr. Martin Turchin has been a director since June 23, 1997. Mr. Turchin serves as Vice-Chairman of CB Richard Ellis, the world’s largest real estate services company. From 1985 until its merger with CB Richard Ellis in July 2003, Mr. Turchin served as Vice-Chairman of Insignia/ESG, Inc., a subsidiary of Insignia Financial Group, which was one of the nation’s largest commercial real estate brokerage, consulting and management firms. Prior to joining Insignia/ESG, Inc., he spent 14 years with Kenneth E. Laub & Company, Inc. where he was involved in real estate acquisition, financing, leasing and consulting. Mr. Turchin has more than 30 years experience as a commercial real estate broker, consultant and advisor and has been involved in some of the largest real estate transactions in the United States. During his career, he has orchestrated more than 50 million square feet of real estate transactions. Mr. TurchinHe is a three-time recipient of the Real Estate Board of New York’s “Most Ingenious Deal of the Year Award” and a two-time recipient of the “Robert T. Lawrence Award.” Mr. Turchin serves on the board of GenCorp Inc. He holds a BS from City College of the University of New York and a JD from St. John’s Law School. He is 66 years old.

Incumbent Class I Directors — Terms Expiring 2010

Mortimer B. Zuckerman.    Mr. Mortimer B. Zuckerman serves as Chairman of the Board of Directors of Boston Properties and has been a director since June 23, 1997. Mr. Zuckerman co-founded Boston Properties in 1970 after spending seven years at Cabot, Cabot & Forbes where he rose to the position of Senior Vice President and Chief Financial Officer. He is also Chairman and Editor-in-Chief of U.S. News & World Report and Chairman and Publisher of the New York Daily News. He serves as trustee of Memorial Sloan-Kettering and he is also a member of the JPMorgan National Advisory Board, the Council on Foreign Relations, the Washington Institute for Near East Studies and the International Institute of Strategic Studies. He is also a former Associate Professor of City and Regional Planning at the Harvard Graduate School of Design, a former lecturer of City and

Regional Planning at Yale University and a past president of the Board of Trustees of the Dana Farber Cancer Institute in Boston. Mr. Zuckerman was awarded the Commandeur De L’Ordre des Arts et des Lettres by the government of France, the Lifetime Achievement Award from Guild Hall and the Gold Medal from the American Institute of Architecture in New York. Mr. Zuckerman is a graduate of McGill University in Montreal where he received an undergraduate degree in 1957 and a degree in law in 1961. He received an MBA with distinction from the Wharton School, University of Pennsylvania in 1961 and an LLM from Harvard University in 1962. He has also received three honorary degrees. He is 70 years old.

Carol B. Einiger.    Ms. Carol B. Einiger has been a director since May 5, 2004. Ms. Einiger is President of Post Rock Advisors, LLC, a private investment advisory firm established in 2005. Ms. Einiger began a 20-year investment banking career in 1971 at Goldman, Sachs & Co. and worked at The First Boston Corporation from 1973 to 1988, becoming Managing Director and head of the Capital Markets Department and the Short-Term Finance Department. In 1988, Ms. Einiger became Executive-in-Residence and Visiting Professor at Columbia Business School, and in 1989 she joined Wasserstein Perella & Co. as Managing Director. She joined the Edna McConnell Clark Foundation in 1992, serving as Chief Financial Officer and then Acting President until 1996. Ms. Einiger served as Chief Investment Officer of The Rockefeller University from 1996 through 2005, when she established Post Rock Advisors. Ms. Einiger is a director of the New York Stem Cell Foundation, a member of the Board of Overseers of Columbia Business School and a member of the Investment Committee of UJA-Federation of New York. She previously served on the Boards of Trustees and Investment Committees of the University of Pennsylvania and the Horace Mann School, as Vice Chair of the Investment Committee of the Museum of Modern Art, as a Director of Credit Suisse First Boston (USA) and on the Advisory Board of Blackstone Alternative Asset Management L.P. Ms. Einiger is the recipient of numerous awards, including the Alumni Award of Merit of the University of Pennsylvania, the Columbia Business School Distinguished Alumna Award, the Anti-Defamation League Woman of Achievement Award and the Catalyst Award for Corporate Leadership. She received a BA from the University of Pennsylvania and an MBA from Columbia Business School. She is 58 years old.

Richard E. Salomon.    Mr. Richard E. Salomon has been a director since November 12, 1998. He is President of Mecox Ventures, Inc., a private investment company. Mr. Salomon was President and Managing Director of the investment advisory firm, Spears, Benzak, Salomon & Farrell from 1982 until 2000. Mr. Salomon serves as Senior Advisor to Mr. David Rockefeller. He represented Rockefeller interests on the Executive Committee of Embarcadero Center from 1977 until 1998. He is a trustee of the Council on Foreign Relations, the Museum of Modern Art, The Rockefeller University, the Alfred P. Sloan Foundation and the Peterson Institute of International Economics. Mr. Salomon is also a member of the Investment Committee at the Council on Foreign Relations, the Rockefeller University, the Museum of Modern Art, the Alfred P. Sloan Foundation and the Peterson Institute of International Economics. He received a BA from Yale University in 1964 and an MBA from Columbia Business School in 1967. He is 65 years old.

Incumbent Class III Directors — Terms Expiring 2009

William M. Daley.    Mr. William M. Daley has been a director since May 7, 2003. Mr. Daley has served as Chairman of the Midwest Region for JP Morgan Chase & Co., a global financial services firm, and on the JP Morgan Chase & Co. Executive Committee and its International Council since May 2004. Mr. Daley served as President of SBC Communications, Inc. from December 2001 to May 2004. Prior to his appointment with SBC Communications, Inc., Mr. Daley served as Vice Chairman of Evercore Capital Partners L.P., a private equity investment firm. He also served as United States Secretary of Commerce from January 1997 to July 2000 and as Chairman of the 2000 presidential election campaign of Vice President Al Gore. Mr. Daley serves as a director of

Abbott Laboratories, The Boeing Company, The Art Institute of Chicago, Joffrey Ballet of Chicago, Loyola University, Northwestern Memorial Hospital and Northwestern University and is a member of the Council on Foreign Relations. He received a BA from Loyola University and an LLB from John Marshall Law School. Mr. Daley has resigned from the Board of Directors, effective May 15, 2007, the date of the 2007 annual meeting of stockholders. He is 58 years old.

Edward H. Linde.    Mr. Edward H. Linde has served as President and Chief Executive Officer of Boston Properties and has been a director since June 23, 1997. Mr. Linde also served as President until May 2007, when Douglas T. Linde was named President. Mr. Linde co-founded Boston Properties in 1970 after spending five years at Cabot, Cabot & Forbes, where he became Vice President and Senior Project Manager. Mr. Linde serves as Chairman of the Board of Trustees of the Boston Symphony Orchestra and a director of Jobs for Massachusetts. He is a past Chairman of the Board of the Beth Israel Hospital, which subsequently merged to become the Beth Israel Deaconess Medical Center, and currently serves as a Trustee. Mr. Linde is a member of The Real Estate Roundtable and serves on the Executive Committee of the National Association of Real Estate Investment Trusts, or NAREIT. Mr. Linde received a BS in Civil Engineering from the Massachusetts Institute of Technology in 1962 and an MBA from Harvard Business School. His son, Douglas T. Linde, serves as our Executive Vice President, Chief Financial Officer and Treasurer.President. Mr. Linde is 6566 years old.

David A. Twardock.    Mr. David A. Twardock has been a director since May 7, 2003. Mr. Twardock is the President and Chief Executive Officer of Prudential Mortgage Capital Company, LLC, the real estate finance affiliate of Prudential Financial, Inc. Since 1982, Mr. Twardock has held numerous positions relating to real estate equity and debt with Prudential, including his position from 1996 to November 1998 as Senior Managing Director of Prudential Realty Group. Mr. Twardock is a member of the Urban Land Institute, International Council of Shopping Centers, the Economics Club of Chicago and the Real Estate Roundtable whereAmerican Hotel & Lodging Association and he previously served as Chairman of the Real Estate Roundtable Capital Policy AdvisoryMarkets Committee. Mr. Twardock serves as a director of Prudential Mortgage Capital Holdings Corp. and its various subsidiaries, Prudential Asset Resources, Inc., and Prudential Realty Securities, Inc. He received a BS in Civil Engineering from the University of Illinois and an MBA in Finance and Behavioral Science from the University of Chicago. He is 4950 years old.

Executive Officers who are not Directors

Douglas T. Linde.    Mr. Douglas T. Linde serves as President of Boston Properties, Inc. Prior to his appointment to this position in May 2007, he served as Executive Vice President Chief Financial Officersince January 2005 and Treasurer. He was promoted from Senior Vice President to Executive Vice President in January 2005. Prior to becominghe also served as Chief Financial Officer and Treasurer infrom 2000 he served as Senior Vice President for Finance and Capital Markets. In his current role, Mr. Linde oversees the finance, accounting, internal audit and investor relations departments and is also responsible for capital raising, financial strategy and planning.until November 2007. He joined Boston Properties in January 1997 as Vice President of Acquisitions and New Business to help identify and execute acquisitions and to develop new business opportunities.opportunities and was promoted to Senior Vice President for Financial and Capital Markets in October 1998. Prior to joining Boston Properties, Mr. Linde served from 1993 to 1997 as President of Capstone Investments, a Boston real estate investment company. From 1989 to 1993, he served as Project Manager and Assistant to the Chief Financial Officer of Wright Runstad and Company, a private real estate developer in Seattle, WA. He began his career in the real estate industry with Salomon Brothers’ Real Estate Finance Group. Mr. Linde is a trusteemember of the Board of Directors of Beth Israel Deaconess Medical Center and serves on the Finance Committee and is a director of the Boston Municipal Research Bureau. Mr. Linde received a BA from Wesleyan University in 1985 and an MBA from Harvard Business School in 1989. Mr. Linde’s father, Edward H. Linde, serves as our President and Chief Executive Officer and a director. Mr. Linde is 4344 years old.

E. Mitchell Norville.    Mr. E. Mitchell Norville serves as Executive Vice President, for OperationsChief Operating Officer with responsibilities for administrative policy and day-to-day control of our operations. Prior to his promotion to this position in May 2007, Mr. Norville served as Executive Vice President for Operations since September 2005. From March 1998 to September 2005, Mr. Norville served as Senior Vice President and Regional Manager of our Washington, D.C. office, a position he held since March 1998.office. In that capacity he was in charge of all development activities as well as being responsible for all leasing, construction, property management and administrative activities. From 1994 to 1998, he served as Senior Vice President and Senior Project Manager in

our Washington, D.C. region, with responsibilities for various project developments. Since joining Boston Properties in 1984, Mr. Norville has been directly responsible for over 7.5 million square feet of new development and renovation projects. Mr. Norville is a member of the Clemson University Center For Real Estate Development (CRED) Advancement Board. He received a BS in Mechanical Engineering from Clemson University in 1980 and an MBA from the University of Virginia in 1984. He is 4849 years old.

Raymond A. Ritchey.    Mr. Raymond A. Ritchey serves as Executive Vice President and National Director of Acquisitions and Development. Prior to his appointment in April 1998 to this position, he served as Senior Vice President and Co-Manager of our Washington, D.C. office. In his current position, Mr. Ritchey is responsible for all business development, leasing and marketing as well as new opportunity origination in the Washington, D.C. area. He also directly oversees similar activities on a national basis. Mr. Ritchey joined us in 1980, leading our expansion to become one of the dominant real estate firms in the Washington, D.C. metropolitan area. For four years prior to joining us, Mr. Ritchey was one of the leading commercial real estate brokers in the Washington, D.C. area with Coldwell Banker. He is a 1972 graduate of the U.S. Naval Academy and a 1973 graduate of the U.S. Naval Post Graduate School in Monterey, California. He is 5657 years old.

Michael E. LaBelle.    Mr. LaBelle serves as Senior Vice President, Chief Financial Officer and Treasurer. Prior to his appointment in November 2007 to this position, Mr. LaBelle served as Senior Vice President, Finance since February 2005. His primary responsibilities have included managing all debt capital market

activities, including maintaining our relationships with our rating agencies and lending institutions, supervising treasury management and underwriting tenant credit capacity. In his current role, Mr. LaBelle oversees the finance, accounting, internal audit and investor relations departments and is also responsible for capital raising, financial strategy and planning. Prior to joining us in March 2000, Mr. LaBelle held the position of Vice President & Relationship Manager with Fleet National Bank for nine years with the responsibility of financing large-scale commercial real estate developments. He started his career as an Associate National Bank Examiner with the Office of the Comptroller of the Currency in New York City specializing in commercial real estate debt portfolio analysis and valuation in commercial banks located throughout the Mid-Atlantic and Northeastern United States. Mr. LaBelle is a member of the Board of Directors for the Boston Chapter of the Real Estate Finance Association. Mr. LaBelle holds a Bachelor of Science degree in Economics from the University of Colorado. He is 43 years old.

Peter D. Johnston.    Mr. Peter D. Johnston serves as Senior Vice President and Regional Manager of our Washington, D.C. office. He is in charge of all operations including project development, leasing, construction, property management and administrative activities for our Washington, D.C. office, with a staff of approximately 200 people. Mr. Johnston joined the Company in 1987. In 1989 he was promoted to Project Manager, with subsequent promotions in 1991 to Vice President and in 1997 to Senior Vice President. In 2003 he was appointed head of the Developmentdevelopment team in the Washington Region and held this position until his promotion in September 2005 to the position of Regional Manager. Mr. Johnston has been directly responsible for over 4more than four million square feet of new development and renovation projects. He is a past member of the board of directors of the Northern Virginia Chapter of NAIOP. Mr. Johnston received a BA in Business Administration from Roanoke College, an MA in 1982 from Hollins College and an MBA in 1987 from the University of Virginia. He is 4849 years old.

Bryan J. Koop.    Mr. Bryan J. Koop serves as Senior Vice President and Regional Manager of our Boston office. Mr. Koop is responsible for overseeing the operation of our existing regional portfolio in the Boston area, which includes the Prudential Center and Cambridge Center. He is also responsible for developing new business opportunities in the area. Prior to joining us in 1999, Mr. Koop served at Trammell Crow Company from 1982 to 1999 where his career covered high-rise office building leasing and the development of commercial office buildings and shopping centers. From 1993 to 1999, his position was Managing Director and Regional Leader for Trammell Crow Company’s New England region, which included all commercial office and shopping center operations. Mr. Koop is a member of the Board of Directors for the Massachusetts Chapter of NAIOP (National Association of Industrial and Office Properties). Mr. Koop received a BBA in 1980 and an MBA in 1982 from Texas Christian University. He is 4849 years old.

Mitchell S. Landis.    Mr. Mitchell S. Landis serves as Senior Vice President and Regional Manager of our Princeton office. Prior to his appointment to this position in February 2001, he served as Vice President and Regional Manager of our Princeton office. He is responsible for overseeing development, leasing and management for the Carnegie Center and Tower Center assets and for the pursuit of new business opportunities in the region. Mr. Landis joined Boston Properties in June 1998 when the assets of The Landis Group, for which he was Chief Operating Officer, were acquired. For 19 years prior to that, he owned and operated Landis Food Services, a restaurant franchiser and owner in the Northeast United States and Canada. Mr. Landis received a BS degree in Economics from New York University in 1973 and completed coursework toward a mastersmaster’s degree in Economics in 1975. Mr. Landis is 5657 years old.

Robert E. Pester.    Mr. Robert E. Pester serves as Senior Vice President and Regional Manager of our San Francisco office, with responsibility for all of our activities on the West Coast. Mr. Pester is responsible for overseeing existing operations at the Embarcadero Center and our other Bay Area properties on the Peninsula and in Silicon Valley, and developing new business opportunities in the area. Prior to joining us in 1998, he served as Executive Vice President and Chief Investment Officer of Bedford Property Investors, a real estate

investment trust in Lafayette, CA, where he led the acquisitions and development program. Prior to 1994, he was President of Bedford Property Development, a private West Coast development concern that held more than $2

$2 billion in real estate assets. From 1980 to 1989, he was a leading commercial real estate broker with Cushman & Wakefield in northern California, where he last served as Vice President. He is a 1979 graduate of the University of California at Santa Barbara with a BA in economics and political science. He is 5051 years old.

Robert E. Selsam.    Mr. Robert E. Selsam serves as Senior Vice President and Regional Manager of our New York office. He oversees all aspects of our New York activities, including development, acquisitions, leasing and building operations. He joined us as a Vice President in 1984, prior to which he was Director of Planning for the Metropolitan Transportation Authority of the State of New York. Mr. Selsam is a member of the Board of Governors of the Real Estate Board of New York and is a board member and Secretary of the New York Building Congress. He is also a trustee of Phipps Houses, Chairman of the Salvadori Center and a member of the Advisory Board of Goldman Family Enterprises. He received a BA from the University of Pennsylvania in 1968 and an MS in Urban Planning from the Columbia University School of Architecture in 1970. He is 6061 years old.

Frank D. Burt.    Mr. Frank D. Burt serves as Senior Vice President and General Counsel, a position he has held since 2003. He is responsible for overseeing the legal department and the delivery of legal services for Boston Properties. Mr. Burt has served in various capacities since he joined us in 1986, and he represented us in the acquisition of the Prudential Center in Boston and the Embarcadero Center in San Francisco, as well as in the development and leasing of 111 Huntington Avenue in Boston. He previously worked in the real estate department at Nutter, McClennen & Fish in Boston. Mr. Burt is a member of the Boston Bar Association and a speaker for Massachusetts Continuing Legal Education. Mr. Burt received a BA, magna cum laude, from Brown University in 1980 and a JD, cum laude, from the University of Pennsylvania Law School in 1983. Mr. Burt is 4849 years old.

Arthur S. Flashman.    Mr. Arthur S. Flashman serves as Vice President and Controller. He is responsible for overseeing financial reporting, property accounting and tax compliance and is also responsible for providing transactional support on capital markets activity. Prior to joining us in 2002, Mr. Flashman served as an Asset Manager with the Winn Companies and previous to this role he was with PricewaterhouseCoopers LLP where he specialized in real estate, serving both public REITs and private institutional funds. Mr. Flashman is a member of the Best Financial Practices Council of NAREIT and a member of the Real Estate Roundtable. He also serves as co-chairman of the accounting committee of NAREIT. Mr. Flashman received a BS/BA in finance and accounting from Boston University in 1984 where he was elected to the Beta Alpha Psi honor society. Mr. Flashman is 4546 years old.

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

The table below shows the amount of common stock of Boston Properties, Inc. and units of partnership interest in Boston Properties Limited Partnership (the “Operating Partnership”) beneficially owned as of MarchFebruary 1, 20072008 by:

On MarchFebruary 1, 2007,2008, there were:

Name and Address of Beneficial Owner*		Amount and Nature of Beneficial Ownership(1)		Percent of All Common Stock and Units(2)		Percent of All Common Stock(3)
Directors and Named Executive Officers
Mortimer B. Zuckerman(4)		9,253,346		6.48%		7.32%
Lawrence S. Bacow(5)		7,439		**		**
Zoë Baird(6)		2,404		**		**
William M. Daley(7)		7,272		**		**
Carol B. Einiger(8)		4,704		**		**
Edward H. Linde(9)		8,278,952		5.83		6.53
Alan J. Patricof(10)		17,087		**		**
Richard E. Salomon(11)		24,565		**		**
Martin Turchin(12)		23,709		**		**
David A. Twardock(13)		7,246		**		**
Douglas T. Linde(14)		275,611		**		**
E. Mitchell Norville(15)		226,080		**		**
Raymond A. Ritchey(16)		564,747		**		**
All directors and executive officers as a group (20 persons)(17)		19,049,896		13.25%		14.06%
5% Holders
Cohen & Steers, Inc.(18)		7,999,782		5.65%		6.73%
Cohen & Steers Capital Management, Inc.(18)		7,963,610		5.62		6.69
The Vanguard Group(19)		7,677,533		5.42		6.45
Barclays Global Investors, NA(20)		6,488,777		4.58		5.45
Morgan Stanley(21)		6,292,695		4.44		5.29
Stichting Pensioenfonds ABP(22)		6,222,437		4.39		5.23

defer his or her cash compensation and to receive his or her cash compensation in the form of Boston Properties

common stock upon the director’s retirement from our Board of Directors. See “Director“Director Compensation” below. Except as otherwise noted, each beneficial owner has sole voting and investment power over the shares and units. Holders of common units, LTIP units, Series Two preferred units and deferred stock units are not entitled to vote such units on any of the matters presented at the 20072008 annual meeting.

(2)

The total number of shares and units outstanding used in calculating this percentage (a) assumes that all of the common units, LTIP units and Series Two preferred units outstanding held by all persons or entities other than Boston Properties are presented (assuming conversion in full into common units, if applicable) to Boston Properties for redemption and acquired by Boston Properties for shares of common stock, (b) does not separately include outstanding common units held by Boston Properties, as these common units are already reflected in the denominator by the inclusion of all outstanding shares of common stock, (c) assumes the exercise of all options to acquire shares of common stock that are exercisable on or within 60 days after MarchFebruary 1, 20072008 held by the person and that no options held by other persons are exercised and (d) assumes the conversion into shares of common stock of all deferred stock units held by the person and that no deferred stock units held by other persons are converted.

(3)

The total number of shares outstanding used in calculating this percentage assumes (a) that all common units, LTIP units and Series Two preferred units held by the person are presented (assuming conversion in full into common units, if applicable) to Boston Properties for redemption and acquired by Boston Properties for shares of common stock and that no units held by other persons or entities are presented for redemption, (b) the exercise of all options to acquire shares of common stock that are exercisable on or within 60 days after MarchFebruary 1, 20072008 held by the person and that no options held by other persons are exercised and (c) the conversion into shares of common stock of all deferred stock units held by the person and that no deferred stock units held by other persons are converted.

(4)

Includes 1,787,548 shares of common stock held directly, 6,215,294 common units held directly, 46,474 common units held by limited partnerships of which the sole general partners are limited liability companies of which Mr. Zuckerman is the sole member and manager, 115,846178,287 LTIP units (of which 108,351144,780 LTIP units are subject to vesting), and 1,088,1841,156,089 shares of common stock underlying currently exercisable stock options. Excludes 529,889 shares of common stock held by The MBZ Charitable Remainder Unitrust, of which Mr. Zuckerman is the grantor, and 1,405,392 common units held by The MBZ 1996 Trust, of which Mr. Zuckerman is the grantor. See also note (9)(8).

(5)	Includes 420421 shares of common stock (of which 415208 shares are subject to vesting), 2,2622,847 LTIP units (of which 280585 LTIP units are subject to vesting) and 4,7576,015 deferred stock units.

(6)	Includes 415 shares of common stock (all of(of which 208 shares are subject to vesting), 5221,107 LTIP units (of which 261585 LTIP units are subject to vesting) and 1,4672,576 deferred stock units.

(7)	Includes 2,117415 shares of common stock (of which 415208 shares are subject to vesting), 5601,939 LTIP units (of which 280585 LTIP units are subject to vesting) and 4,5954,037 deferred stock units.

(8)	Includes 415 shares of common stock (all of which are subject to vesting), 1,354 LTIP units (of which 280 LTIP units are subject to vesting) and 2,935 deferred stock units.

(9)

Includes 506,503716,503 shares of common stock held directly, 29,000 shares of common stock held through a trust, 5,693,083 common units held by a limited liability companypartnership of which Mr. E. Linde is the sole member and manager,general partner, 46,474 common units held by limited partnerships of which the sole general partners are limited liability companies of which Mr. E. Linde is the sole manager, 115,846155,392 LTIP units (of which 108,351121,885 LTIP units are subject to vesting) and 482,654289,668 shares of common stock underlying currently exercisable stock options. Also includes 1,405,392 common units held by The MBZ 1996 Trust, of which Mr. E. Linde serves as sole trustee. Mr. E. Linde disclaims beneficial ownership of the common units held by The MBZ 1996 Trust.

(9)	Includes 415 shares of common stock (of which 208 shares are subject to vesting), 2,421 LTIP units (of which 585 LTIP units are subject to vesting) and 17,182 deferred stock units.

(10)	Includes 415 shares of common stock (all of(of which 208 shares are subject to vesting), 1,8362,421 LTIP units (of which 280585 LTIP units are subject to vesting) and 14,836 deferred stock units.

(11)

Includes 415 shares of common stock (all of which are subject to vesting), 1,836 LTIP units (of which 280 LTIP units are subject to vesting) and 11,63713,752 deferred stock units. Also includes 8,136 Series Two preferred units. Mr. Salomon is deemed to own an aggregate of 10,677 common units into which allsuch Series Two preferred units so held are convertible.

(12)(11)

Includes 3,415 shares of common stock held directly (of which 415208 shares are subject to vesting), 350 shares of common stock held by Mr. Turchin’s wife, 650 shares of common stock held through trusts, 1,8362,421 LTIP units (of which 280585 LTIP units are subject to vesting), 12,01813,808 deferred stock units and 5,4405,779 shares of common stock underlying currently exercisable stock options. Mr. Turchin has shared voting and dispositive power with respect to 3,000 shares of common stock.

(13)(12)

Includes 4151,000 shares of common stock (all of(of which 793 shares are subject to vesting), 2,262 LTIP units (of which 280 LTIP units are subject to vesting) and 4,5696,045 deferred stock units.

(14)(13)

Includes 32,25030,087 shares of common stock held directly, (of which 6,817 shares are subject to vesting), 700 shares of common stock held by Mr. D. Linde’s wife, 2,100 shares of common stock held by Mr. D. Linde’s children, 700 shares of common stock held through family trusts, 56,830 common units held directly, 61,95189,529 LTIP units (of which 57,95471,844 LTIP units are subject to vesting) and 121,080128,635 shares of common stock underlying currently exercisable stock options.

(15)(14)

Includes 17,60316,640 shares of common stock, (of which 3,409 shares are subject to vesting), 62,445 common units held directly, 17,816 common units held by a limited liability company of which Mr. Norville is the sole manager and a member, 34,39456,508 LTIP units (of which 31,73746,420 LTIP units are subject to vesting) and 93,82299,675 shares of common stock underlying currently exercisable stock options.

(16)(15)

Includes 30,21228,017 shares of common stock, (of which 6,817 shares are subject to vesting), 250,570 common units held directly, 35,600 common units held by a limited liability company of which Mr. Ritchey is the sole manager and a member, 63,52791,105 LTIP units (of which 59,53073,026 LTIP units are subject to vesting) and 184,838196,372 shares of common stock underlying currently exercisable stock options.

(16)	Includes 5,984 shares of common stock (of which 4,235 shares are subject to vesting), 3,090 LTIP units (of which 2,925 LTIP units are subject to vesting) and 433 shares of common stock underlying currently exercisable stock options.

(17)

Includes an aggregate of 2,509,5922,709,859 shares of common stock, 13,873,02113,873,001 common units, 494,106712,806 LTIP units, 8,136 Series Two preferred units (which are convertible into an aggregate of 10,677 common units), 56,81763,415 deferred stock units and 2,105,7042,014,426 shares of common stock underlying currently exercisable stock options. See also notes (4)—(16) above.

(18)

Information regarding The Vanguard Group, Inc. (“Vanguard”) is based solely on a Schedule 13G/A filed by Vanguard with the SEC on February 11, 2008. Vanguard’s address is 100 Vanguard Blvd., Malvern, PA 19355. The Schedule 13G indicates that Vanguard has sole voting power with respect to 125,301 shares of common stock, sole dispositive power with respect to 9,017,745 shares of common stock and no shared voting or dispositive power.

(19)

Information regarding Cohen & Steers, Inc. (“Cohen”) and Cohen & Steers Capital Management, Inc. (“Cohen Capital”) is based solely on a Schedule 13G filed by Cohen, Cohen Capital, and Houlihan Rovers SACohen & Steers Europe S.A. with the SEC on February 14, 2005.13, 2008. Cohen’s and Cohen Capital’s address is 757 Third280 Park Avenue, New York, New York 10017. The Schedule 13G indicates that Cohen had sole voting power with respect to 6,710,8106,773,006 shares of common stock, sole dispositive power with respect to 7,963,610 shares and shared voting and dispositive power with respect to 36,1727,561,069 shares of common stock.stock and no shared voting or dispositive power. The Schedule 13G indicates that Cohen Capital had sole voting power with respect to 6,710,8106,752,833 shares of common stock and sole dispositive power with respect to 7,963,610 shares.7,532,394 shares of common stock. The Schedule 13G indicates that the total number of shares beneficially owned by Cohen includes 7,963,610 shares beneficially owned byholds a 100% interest in Cohen Capital.

(19)(20)

Information regarding The Vanguard GroupING Groep N.V. (“Vanguard”ING”) is based solely on a Schedule 13G13G/A filed by VanguardING with the SEC on February 14, 2007. Vanguard’s2008. ING’s address is 100 Vanguard Blvd., Malvern, PA 19355.Amstelveenseweg 500, 1081 KL Amsterdam, P.O. Box 810, 1000 AV Amsterdam, The Netherlands. The Schedule 13G13G/A indicates that VanguardING has sole voting power with respect to 127,782 shares of common stock, soleand dispositive power with respect to 7,677,5337,266,414 shares of common stock and no shared voting or dispositive power.

(20)(21)

Information regarding Barclays Global Investors, NA is based solely on a Schedule 13G filed jointly by Barclays Global Investors, NA, Barclays Global Fund Advisors, Barclays Global Investors, LTD, Barclays Global Investors Japan Trust and Banking Company Limited, and Barclays Global Investors Japan Limited, Barclays Global Investors Canada Limited, Barclays Global Investors Australia Limited and Barclays Global Investors (Deutschland) AG with the SEC on January 23, 2007.February 5, 2008. Barclay’s address is 45 Fremont Street, San Francisco, California 94105. The Schedule 13G filed by Barclays indicates that (a) Barclays Global Investors, NA has sole voting power with respect to 2,906,6872,476,595 shares, and sole dispositive power with

respect to 3,419,1133,279,957 shares and no shared voting or dispositive power, (b) Barclays Global Fund Advisors has sole voting and dispositive power with respect to 2,568,4312,811,387 shares and no shared voting or dispositive power, (c) Barclays Global Investors, LTD has sole voting andpower with respect to 398,368 shares, dispositive power with respect to 341,733433,912 shares and no shared voting or dispositive power, (d) Barclays Global Investors Japan Trust and Banking Company Limited has sole voting and dispositive power with respect to 108,610 shares and no shared voting or dispositive power and (e) Barclays Global Investors Japan Limited has sole voting and dispositive power with respect to 50,890163,763 shares and no shared voting or dispositive power and (e) Barclays Global Investors Canada Limited has sole voting and dispositive power with respect to 42,675 shares and no shared voting or dispositive power. The Schedule 13G indicates that each of Barclays Global Investors Japan Trust and Banking Company Limited, Barclays Global Investors Australia Limited and Barclays Global Investors (Deutschland) AG has no beneficial ownership.

(21)(22)

Information regarding Morgan Stanley is based solely on a Schedule 13G13G/A filed by Morgan Stanley with the SEC on February 14, 2007.2008. Morgan Stanley’s address is 1585 Broadway, New York, New York 10036. The Schedule 13G13G/A indicates that Morgan Stanley had sole voting power with respect to 4,477,6194,119,585 shares of common stock, shared voting power with respect to 1,292603 shares of common stock, sole dispositive power with respect to 6,292,6956,431,920 shares of common stock and no shared dispositive power.

(22)

Information regarding Stichting Pensioenfonds ABP (“Stichting”) is based solely on a Schedule 13G filed by Stichting with the SEC on February 13, 2007. Stichting’s address is Oude Lindestraat 70, Postbus 2889, 6401 DL Heerlen, The Kingdom of the Netherlands. The Schedule 13G indicates that Stitching has sole voting and dispositive power with respect to all of the shares of common stock.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the executive officers and directors of Boston Properties, and persons who own more than ten percent of a registered class of Boston Properties’ equity securities, to file reports of ownership and changes in ownership with the SEC and the New York Stock Exchange. Officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish Boston Properties with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2006,2007, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than ten percent beneficial owners were satisfied.

satisfied, except that due to administrative oversight by the Company, four reports were not timely filed for Robert E. Pester, a Senior Vice President, to report six gifts of common stock made in prior years.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Philosophy and Objectives

Our executive compensation program is administered under the direction of the Compensation Committee of our Board of Directors. The current members of the Compensation Committee are Messrs. Salomon (Chair) and Twardock and Ms. Baird.

Our executive compensation philosophy is as follows:

Setting Executive CompensationOverview

Engagement of Compensation Consultant.    In the fourth quarter of 2006,2007 the Compensation Committee engaged the services ofagain retained SMG Advisory Group LLC (“SMG”), a nationally recognized consulting firm specializing in the real estate industry. We did not haveindustry that was first engaged in the fourth quarter of 2006. Neither the Compensation Committee nor the Company has any priorother professional relationship with SMG. The Compensation Committee directed SMG to, among other things,things: (1) review and assist the Compensation Committee in evaluating the Compensation Committee’s currentapplying our compensation philosophy for our executive officers, including the determination of the portion of total compensation that is awarded in the form of salary, cash bonus and equity-based compensation, and, for the latter, allocating between time-based and performance-based vesting, as well as selecting the appropriate performance metrics and levels of performance (e.g., threshold, target, caps, etc.); (2) provide market analysis of competitive pay practicesanalyze current compensation conditions in the marketplace generally and among our peers specifically, and assess the adequacycompetitiveness and appropriateness of current compensation arrangements,levels for our executive officers; (3) assist the Company in identifying the relevant peer group(s) for such comparative purposes, (4) recommend to the Compensation Committee any modifications or additions to the Company’s existing compensation programs that it deems advisable,advisable; and (5) advise(4) make specific recommendations to the Compensation Committee as to the appropriate portion of each executive’s annual compensation that should be tied to quantifiable performance metrics, as well as appropriate performance metricsfor base salary, cash bonus and levels of performance (e.g., threshold, target, etc.) to be used.equity-based awards for our executive officers.

Peer Group Analysis.Analysis    Based on an extensive review performed by.    In 2007 SMG conducted a peer group analysis similar to the Compensation Committee has concludedone they conducted in 2006. In determining the companies to be included in our peer group, SMG considered a number of factors, including historical peer companies, equity market capitalization, geographic location and industry sector. The 2007 peer group remained relatively unchanged from the 2006 peer group, with the only changes being removal and substitution of companies that despite our superior corporate performance over the past several years, the total compensation payable to our executives has significantly lagged behind our peers. In addition to proposing increases in overall compensation levels for our executive officers, SMG recommended that non-cash compensationno longer operate in the form of long-term equity grants gradually be increased from historical levels such that, for the most senior executives, it eventually constitutes at least 50% of their total annual compensation.public marketplace due to merger and acquisition activity. The SMG compensation review by SMGwas based on information disclosed in the peers’ 2007 proxy statements, which reported data with respect to fiscal 2006 (the latest year for which comprehensive data is publicly available). SMG’s review compared our executive pay practices against two differentboth an expanded REIT peer groups. The firstgroup and a selective office REIT peer group to determine the range of cash and equity-based compensation awarded to executives in comparable positions to our executives in terms of base salary, annual bonus and annual long-term compensation awards.

SMG also analyzed outperformance compensation (both in terms of outperformance rewards realized and potential rewards for those awards that have not yet been realized), but did not include outperformance awards in its overall annual compensation analysis for peer companies that grant them, because until 2008 we did not have an outperformance program. Rather, SMG prepared a separate, standalone analysis of outperformance compensation in connection with the Compensation Committee’s decision to implement an outperformance program for our management team. That analysis, which smoothed-out the value of multi-year outperformance awards over the applicable plan period, is discussed below (see“Implementation of 2008 Outperformance Program”). If the value of outperformance awards had been included in SMG’s overall compensation analysis for purposes of determining the total annual compensation paid by our peers, SMG’s analysis showed that the compensation paid to our named executives officers would have lagged behind our peers significantly.

SMG also compared our historical total returns to stockholders (including share appreciation and dividends) to the comparable total returns of the peers for fiscal 2007 and the latest three- and five-year periods.

The more comprehensive peer group, to which we refer in this discussion as the “expanded peer group,” is relatively broad and includedincludes the following 23 public REITs and real estate companies:companies in various sectors, including office, multi-family, shopping centers and diversified, with equity market capitalizations ranging between approximately $2 billion and $20 billion:

The secondmore selective peer group, to which we refer in this discussion as the “selective office peer group,” is compriseda subset of a more selectivethe first peer group and comprised of the following seventen public REITs specializing in the office sector that like us, have a high degree of ownership by founders and/or insiders and that are otherwise more closely comparable to us:resemble our business model:

Brandywine Realty Trust

Corporate Office Properties Trust, Inc.

Douglas Emmett, Inc.

Duke Realty Corporation

Kilroy Realty Corporation

Liberty Property Trust

Mack-Cali Realty Corporation

SL Green Realty Corp.

Vornado Realty Trust

Because publicly traded REITs face aggressive recruiting by competing private real estate businesses for senior talent, SMG also reviewed data from variousother sources, mostly proprietary, regarding compensation levels and structures in the private real estate environment, including real estate operating companies, real estate investment management firms, and real estate-focused private equity and hedge funds. As publicly traded REITs face aggressive recruitingThis information was only used by competingSMG to ensure that there was not a material disparity between compensation levels paid in the public versus the private real estate businesses for senior talent,sectors and therefore was not included in the peer group analysis.

Compensation Consultant’s Conclusions.    SMG sought to adviseadvised the Compensation Committee as to the need to calibrate executive compensation accordingly.

In terms of total shareholder return, over the prior three years we have ranked among the top three companies and above the 90^th percentile withinthat both the expanded peer group and the selective office sector peer group. However,group generally have compensation programs comparable to ours, with annual bonuses generally in the form of cash ranging between 150% and 250% of base salary and annual long-term compensation generally in the form of equity with time-based vesting over three to five years. Many of the peers also have outperformance programs in place. In late 2006, based on an extensive review performed by SMG, compensation reviewthe Compensation Committee concluded that despite our superior corporate performance over the previous several years, the total compensation payable to our executives had lagged significantly behind our peers. Based primarily on that conclusion, the Compensation Committee’s decisions in early 2007 adopted SMG’s recommendation of significant increases in overall compensation levels for our executive officers and a gradual increase in non-cash compensation in the form of long-term equity grants from historical levels such that, for the most senior executives, it would eventually constitute at least 50% of their total annual compensation.

SMG’s 2007 analysis concluded that total compensation levels excluding outperformance awards, which are discussed separately, for our named executive officers (Messrs. Zuckerman, E. Linde, D. Linde, Norville, Ritchey and LaBelle) were still generally below the desired peer group averages, assuming the Compensation Committee’s objective is to place them between the 75th and the 80th percentiles of the combined peer groups. More specifically, 2007 base salaries were at approximately the 75th percentile of both sets of peers for Messrs. Zuckerman and E. Linde and between the 60th and the 65th percentiles of both sets of peers for our president and executive vice presidents. Annual bonus awards with respect to 2006 were between the 75th and the 80th percentiles of both sets of peers for all named executive officers. Annual long-term compensation awards with respect to 2006 placed our named executive officers near the middle of both sets of peers. The Compensation Committee also received data on the aggregate compensation paid to our namedfive most highly compensated executive officers, with respectcompared to 2005 (the latest year for which comprehensive data is publicly available) was generally not commensurate with our performance relativethe aggregate compensation paid to our peers, inthe five most cases falling below the 75^th percentile of both peer groups and in several cases significantly below. As a case in point, the 2005 total compensation of our Chairman and Chief Executive Officer was below the 55^th percentile of bothhighly compensated executives at each company within the expanded peer group, showing that we fell within the target range with respect to this metric (approximately the 75% to 80% percentile).

In terms of total return to stockholders (TRS), we ranked as follows within the expanded and selective office peer groups and relative to the Morgan Stanley REIT Index and the selective peer group. SNL Office Index:

Individual Determinations.    To assist in its determination of individual compensation levels for our named executive officers, the Compensation Committee asked SMG to develop ranges of total compensation, as well as allocation among base salary, cash bonus and annual long-term incentive compensation, based on comparable executives within the combinedexpanded and selective office peer groups, taking into account job descriptions, leadership roles and historical and expected contribution to different aspects of the business. OneThe Compensation Committee does not have a policy of setting compensation tiers for executives or a formula to limit the compensation of any

one named executive officer relative to another or to categories of employees. The elements of total compensation (salary, cash bonus and annual long-term compensation) are the same for all our named executive officers and individual determinations, as well as the materials reasons for such determinations, are discussed below. The Compensation Committee’s overall policy is to compensate each named executive officer at a level commensurate with his experience and duties, based on competitive information and peer group data, after assessing corporate and individual performance.

At meetings of the Compensation Committee’s guiding principlesCommittee held on November 20, 2007, December 3, 2007, January 9, 2008, January 14, 2008 and January 24, 2008, SMG presented a summary of historical compensation paid to the Company’s named executive officers compared to those holding similar titles for each peer group, accompanied by detailed data consisting of executive by executive compensation broken down among its different components for 2006, the latest year for which comprehensive data was maintaining substantial parity inpublicly available on both the Company and its peers. The Compensation Committee with assistance from SMG reviewed this information, including statistical analysis and a comparison of the roles and responsibilities of individual executives at the Company and at the various peer companies. The goal of this review was to develop fair and reliable market ranges of compensation within what SMG and the Compensation Committee considered the appropriate subset of peers upon which the Compensation Committee could then base its individual determinations.

The Compensation Committee received from SMG detailed information regarding equity ownership value and dividend income relative to total compensation betweenfor chairmen and chief executive officers within the combined peer groups, as compared to those for Messrs. Zuckerman and E. Linde and between Messrs. Ritchey and D. Linde. With respect to Messrs. Ritchey and D. Linde, the levels were such that Mr. D. Linde’s total compensation ranked slightly above the high end of the target range relative to peers for 2006. The Compensation Committeecommittee also received and consideredfrom SMG detailed information regarding the amounts realized and realizable byfor each named executive officer from compensation decisions made in prior years (e.g.,regarding the value of vested and unvested equity securities and amounts realized and realizable upon exercise of stock option awards), but thisawards, as compared to comparable executives within the expanded and selective office peer groups. This information, however, did not affect itsthe Compensation Committee’s compensation decisions with respect to 2006.

Taking into account the information and principles discussed above, the Compensation Committee approved the compensation packages discussed below, which reflected significant increases in base salaries for 2007 and bonus and equity awards in 2007 for our performance in 2006, while also aiming to grow the long-term incentive equity award component of total compensation relative to the cash component. In addition the Compensation Committee has decided to work with SMG to modify our bonus program for 2007 and beyond in such a manner as to place greater emphasis on objective factors, with the goal of reinforcing our pay-for-performance philosophy while also retaining the ability to tailor individual objectives to the different circumstances and expectations of our senior management team, particularly at the regional level.

2007.

Elements of Executive Compensation Elements

The directprincipal compensation elements used for our executives include the following:are:

Other compensation elements used for our executives include:

The Compensation Committee does not employ a formula for determining the relationship among the different elements of compensation. Instead, consistent with our compensation philosophy, we seek to align both total compensation and the relative amounts of salary, bonus and long-term compensation with those paid by our peers based on market analysis of competitive pay practices, an assessment of our corporate performance relative to that of our peers, and an assessment of each executive’s individual performance relative to pre-established goals. The Compensation Committee has developed the following basic framework for our named executive officers:

Base Salary

Base salaries are set for executive officers on the basis of assigned responsibilities. The base salaries of our executive officers are reviewed annually against market data and adjusted to reflect individual roles and performance, our overall financial and operating performance, and where applicable, the regional contribution to our overall financial and operating performance. Consistent with our pay-for-performance philosophy, base salaries generally constitute a relatively small percentage of total compensation, as we expect our executives to receive a majority of their total compensation from annual cash incentives and equity incentives, which are variable and tied to both individual and corporate performance.

In line withJanuary 2007 the Compensation Committee’s goalCommittee decided to bringalign our executive compensation program over time morewith our peers and as part of that decision approved significant one-time raises in base salaries for our named executive officers (other than Mr. LaBelle, who was not within that group at the time). The SMG comparative data presented in November 2007 showed that base salaries for our named executive officers are in line with ranges for comparable officers within both the expanded and the selective office peer groups, and recommended that 2008 base salaries remain unchanged. The Compensation Committee concurred. In November 2007 Mr. LaBelle was promoted to Senior Vice President, Chief Financial Officer and Treasurer and is therefore now included among our named executive officers. The Compensation Committee believed that Mr. LaBelle’s limited tenure in his

current position and in-progress transition to new responsibilities warranted setting his 2008 base salary, as well as other elements of compensation discussed elsewhere in this report, at the lower end of the range for chief financial officers within the combined peer groups,groups. As a result of the foregoing, on January 24, 2008 the Compensation Committee approved the following base salaries for 2007, which reflect significant raises:2008 as follows:

Annual Cash IncentivesBonuses

Early each year our Compensation Committee, based upon the overall corporate strategy outlined by the Board of Directors and discussions with management, establishes performance goals for the management team as a whole and for each of our executive officers. Depending on our operating plan for the year, quantitative corporate goals typically relate to growth in FFO, portfolio-wide occupancy and leasing activity, and successful disposition, acquisition and development activities. Although no specific target is established, the Compensation Committee also considers total return to stockholders, on an absolute basis and particularly relative to our peers, to be a material factor when awarding cash bonuses. There are bothalso quantitative and subjective performance goals and the goalsthat vary from executive to executive, depending on company-wide and/or regional responsibilities. The principal Company-wide quantitative goals for 2006 included, among others:

The current design of our bonus program is such that the quantitative goals established at the beginning of the year may change due to opportunistic activities and changed circumstances.circumstances during the year. The achievement of bothspecific quantitative andor subjective performance goals by our executives does not automatically entitle them to formulaic cash incentive payments,bonuses, as cash incentive paymentsbonus awards are determinedmade at the sole discretion of the Compensation Committee. After the end of the fiscal year, the Compensation Committee evaluates the performance of the Company as a whole and the performance of each executive against his pre-established performance goals.

The material corporate quantitative goals for 2007 included:

The Compensation Committee noted that in 20062007 the Company achieved the following:

In addition to the achievement of these Company-widecorporate quantitative goals, the Compensation Committee took note of the following important accomplishments during 2006:2007:

OtherThough the principal focus of the Compensation Committee in setting annual incentive compensation (both cash bonuses and long-term equity awards) for our named executive officers is on corporate goals and achievements, at the beginning of each year our senior executives are also given performance goals that appliedrelevant to some, but not all executive officers, included: increasing net operating income fortheir specific duties and responsibilities. These goals are both quantitative and qualitative and include the “same store” portfolio, following, among others:

Each of our senior executives is also given his own set of management goals, which are entirely subjective in nature, tailored to his dutiesthe executive’s role within, and responsibilities, expected contribution to, our organization and focused on continued professional development. These subjective performance goals relate primarily to each individual’s leadership skills, are numerous and detailed, and differ from executive to executive. They can generally be grouped in one or more of the following categories:

Performance relative to individual goals cannot always be measured objectively. Also, the Compensation Committee may emphasize some goals over others in its discretionary decision-making process in ways that do not lend themselves to a formulaic approach. In lightthe end, the Compensation Committee makes an overall assessment of each executive’s effectiveness as a manager. No specific form (i.e., cash bonus or long-term equity awards) or amount of compensation is directly associated with meeting any one or more of the individual goals. The Compensation Committee evaluates performance against individual goals in a fully discretionary framework and calibrates accordingly cash bonus and annual long-term equity awards within the ranges established on the basis of competitive pay data for our peers.

The following is a brief analysis of the Compensation Committee’s deliberations on an executive by executive basis:

Messrs. Zuckerman and E. Linde.    In years past, one of the Compensation Committee’s guiding principles was maintaining substantial parity in total compensation between Messrs. Zuckerman and E. Linde as the co-founders of the Company and the only two executives who report directly to our Board of Directors. In May 2007 Mr. D. Linde was elevated to President and, while Mr. E. Linde retains the title of Chief Executive Officer, a gradual shift in day-to-day responsibilities from him to Mr. D. Linde is underway and is expected to continue. Accordingly, for the first time since the Company’s 1997 IPO, the Compensation Committee differentiated between Mr. Zuckerman and Mr. E. Linde in terms of both cash bonus and long-term equity awards. In its latest assessment of Messrs. Zuckerman’s and E. Linde’s performance the Compensation Committee focused on the following accomplishments, among others:

Mr. D. Linde.    Following his promotion to President in May 2007, Mr. D. Linde has made rapid progress in assuming increased responsibilities from Mr. E. Linde for the day-to-day execution of Company strategy, while at the same time managing the transition of his responsibilities as Chief Financial Officer to Mr. LaBelle. In its latest assessment of Mr. D. Linde’s performance the Compensation Committee focused on the following accomplishments, among others:

Mr. Norville.    Following his promotion to Executive Vice President for Operations in 2006 and to Chief Operating Officer in May 2007, Mr. Norville has continued to assume a greater Company-wide role and has asserted increasing control over day-to-day management of central business functions. In its latest assessment of Mr. Norville’s performance the Compensation Committee focused on the following accomplishments, among others:

Mr. Ritchey.    Mr. Ritchey has continued to fulfill his unique and valuable role of implementing development, leasing and acquisition strategies on a national basis, with particular emphasis on attaining targeted occupancy and income levels in each of our regions and identifying opportunities in high barrier to entry submarkets for future development of first-class office projects on a national basis. At the same time, he has maintained his leadership role in the Washington region. In its latest assessment of Mr. Ritchey’s performance the Compensation Committee’s evaluationCommittee focused on the following accomplishments, among others:

Mr. LaBelle.    As a result of his promotion to his ownChief Financial Officer, Mr. LaBelle was included in the group of executives whose compensation is set of management goals, andby the Compensation Committee’s decision to increaseCommittee for the total compensationfirst time in 2008. The committee sought input from Mr. D. Linde in light of our executive officers to target total compensationhis management of the selection process and working relationship with Mr. LaBelle, and Mr. D. Linde recommended that in light of Mr. LaBelle’s short tenure in his new position, his cash bonus should primarily reflect his outstanding performance in his prior role as Senior Vice President, Finance, with some additional recognition for our executive officers at or slightly below the top quartilehis promotion. The Compensation Committee concurred.

Based on its assessment of our combined peer groups,corporate and individual performance, the Compensation Committee approved the following cash bonuses for 20062007 (payable in early 2007)2008):

In addition, the Compensation Committee recognized that last year’s delay in the grant date of equity compensation to April 28, 2006 had a negative impact on employees, including the fact that the employees did not own the equity on the record date for our regular quarterly dividend for the quarter ended March 31, 2006 and therefore did not receive the dividend. Because the Compensation Committee intends for employees to receive dividends/distributions on unvested equity awards, the Compensation Committee determined that it would be appropriate to award a special cash bonus to each recipient of such delayed equity awards in an amount equal to (1) $0.68 (which was the amount of the missed dividend) multiplied by (2) the number of shares/units awarded to such employee on April 28, 2006.

Annual Long-Term Equity Incentives

OurThe Compensation Committee believes that awards of equity provide our executive officers with long-term incentive compensation that is aligned directly with the achievement of enhanced value for stockholders. Therefore, we provide an annual grant of full-value equity securities to our management team. Our employees have a choice of receiving this grant either in the form of restricted stock or LTIP units, or a combination of both.

LTIP units are a special class of partnership units in our Operating Partnership which provide more favorable tax treatment to the recipients. (See “LTIPrecipients than restricted stock (see“LTIP Units” below.) below). We discontinued granting stock options in 2003 because ourthe Compensation Committee believes that awards of restricted stock/LTIP units are a better tool than options to reward performance, serve as a better retention device,tool, are less dilutive, and in general better serve the interests of our stockholders.

Our equity grants previously vested over a five-year period, with none vesting in the first two years (i.e., 0%, 0%, 25%, 35% and 40%). Based on discussions with management and our compensation consultant, our Compensation Committee concluded that this vesting schedule was not in line with market standards and was not achieving its intended retention and compensation goals. Therefore, we have modified the vesting schedule so thatAnnual equity awards now vest over a four-year period, with 25% of the restricted shares/LTIP units vesting on January 15 of each of the first four years following the date of grant. Vesting accelerates for employees, other than Messrs. Zuckerman and E. Linde, who are (1) over the age of 62 with at least 20 years of service with us or (2) over the age of 65.

The following sets forth the value of restricted stock/LTIP Unit Awards granted to our named executive officers in January 2007,2008, with respect to our performance in 2006. The2007. As discussed earlier, the value of these awards, together with base salaries and cash bonuses paid for 20062007 performance, are intended to provide our named executive officers with total compensation at or slightly belowapproximately the top quartile75th percentile of the combined peer groups for 2006.groups. These awards also reflect the Compensation Committee’s goal of moving theincreasing long-term incentive equity award and aggregate cash componentsawards to constitute a majority of total compensation closecompensation. The goals and assessments relevant to relative parity over timethe Compensation Committee’s decision to make these awards are the same as those for our named executive officers.cash bonus awards.

Pursuant to our Equity Award Grant Policy discussed below, such awards were issued as of the close of business on February 2, 20071, 2008 based on the closing price of our common stock on that date ($96.09) in the following amounts:

Implementation of 2008 Outperformance Program

Beginning in early 2007, the Compensation Committee considered implementing a new long-term incentive program designed to provide officers and key employees with the potential to earn significant equity awards subject to our achieving superior performance. SMG advised the Compensation Committee that:

Over the course of many months the Compensation Committee discussed a number of different designs and on January 24, 2008 approved our 2008 outperformance program as a new, broad-based, long-term incentive compensation program for management at several levels within our organization. The Compensation Committee felt that:

Recipients of 2008 outperformance awards will share in an outperformance pool if our TRS, including both share appreciation and dividends, exceeds absolute and relative hurdles over the period from February 5, 2008 to February 5, 2011, based on the average closing price of a share of our common stock for the five trading days prior to and including February 5, 2008. The aggregate reward that recipients of all 2008 outperformance awards can earn, as measured by the outperformance pool, is subject to a maximum cap of $110 million, although only awards for an aggregate of up to approximately $104.8 million have been granted to date and the balance remains available for future grants, with awards exceeding a potential reward of $1 million requiring the Compensation Committee’s approval.

The outperformance pool will consist of: (1) three percent (3%) of the excess total return above a cumulative absolute TRS hurdle of 30% over the full three-year measurement period (the “Absolute TRS Component”); and (2) three percent (3%) of the excess or deficient excess total return above or below a relative TRS hurdle equal to the total return of the SNL Equity REIT Index over the three-year measurement period (the “Relative TRS Component”). In the event that the Relative TRS Component is potentially positive because our TRS is higher than the total return of the SNL Equity REIT Index, the actual contribution to the outperformance pool from the Relative TRS Component will be subject to a sliding scale factor as follows: (i) 100% of the potential Relative TRS Component will be earned if our TRS is equal to or greater than a cumulative 30% over three years (equivalent to 10% per annum); (ii) 0% will be earned if our TRS is equal to or less than a cumulative 21% over three years (equivalent to 7% per annum); and (iii) a percentage from 0% to 100% calculated by linear interpolation will be earned if our cumulative TRS over three years is between 21% and 30%. The potential Relative TRS Component before application of the sliding scale factor will be capped at $110 million (or such lesser amount as corresponds to the outperformance awards actually granted). In the event that the Relative TRS Component is negative because our TRS is less than the total return of the SNL Equity REIT Index, any outperformance reward potentially earned under the Absolute TRS Component will be reduced dollar for dollar, provided that the potential Absolute TRS Component before reduction for any negative Relative TRS Component will be capped at $110 million (or such lesser amount as corresponds to the outperformance awards actually granted). The algebraic sum of the Absolute TRS Component and the Relative TRS Component determined as described above will never exceed $110 million (or such lesser amount as corresponds to the outperformance awards actually granted).

Each recipient’s 2008 outperformance award is designated as a specified percentage of the aggregate outperformance pool. Assuming the applicable absolute and/or relative TRS thresholds are achieved at the end of the measurement period, the algebraic sum of the Absolute TRS Component and the Relative TRS Component will be calculated and then allocated among all award recipients in accordance with each individual’s percentage. Rewards earned based on performance will, subject to certain exceptions discussed below, vest 25% on February 5, 2011, 25% on February 5, 2012, and 50% on February 5, 2013, based on continued employment. In the event of a change of control of the Company prior to the end of the three-year measurement period, outperformance rewards will be calculated based on the Company’s TRS performance up to the date of the change of control, measured against absolute and relative TRS hurdlespro rated for the shortened performance measurement period, and will vest immediately upon the change of control. In the event of termination of an award recipient’s employment by the Company without cause, by the recipient for good reason, or as a result of retirement prior to the end of the measurement period, the recipient will still be eligible for performance-based vesting at the end of the measurement period based on the Company’s TRS for the entire period, but the earned outperformance reward will be reduced in proportion to the duration of employment relative to the measurement period. Although continued employment will no longer be a vesting condition, the terminated or retired recipient will not be able to transfer or liquidate the award until such time as he or she would have become vested absent termination or retirement. In the event of death or disability prior to the end of the measurement period, a recipient, or his or her estate, will still be eligible for performance-based vesting at the end of the measurement period depending on the Company’s TRS performance for the entire period, but unlike the case of termination or retirement, there will not be any reduction in the size of the earned reward and the award may be transferred or liquidated immediately following the end of the measurement period. If any such change of control, termination,

retirement, death or disability occurs after the end of the three-year measurement period, any earned, but unvested portion of the outperformance reward will immediately become vested in full and will be eligible to be transferred or liquidated.

2008 outperformance awards were issued in the form of LTIP units on the grant date, but are subject to forfeiture depending on the extent of rewards actually earned at the end of the measurement period. The number of LTIP units issued initially to award recipients was an estimate of the maximum number of LTIP units that they could earn, based on certain assumptions. The number of LTIP units actually earned by each award recipient will be determined at the end of the performance measurement period by dividing his or her share of the outperformance pool by the average closing price of a share of our common stock for the 15 trading days immediately preceding the measurement date. Total return for us and for the SNL Equity REIT Index over the three-year measurement period and other circumstances will determine how many LTIP units are earned by each recipient; if they are fewer than the number issued initially, the balance will be forfeited as of the performance measurement date.

Prior to the measurement date, LTIP units issued on account of 2008 outperformance awards will be entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on a common unit, but will not be entitled to receive any special distributions. After the measurement date, LTIP units, both vested and unvested, which 2008 outperformance award recipients have earned based on the establishment of an outperformance pool will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on a common unit.

The 2008 outperformance awards to our named executive officers were as follows (each award is expressed as the maximum dollar value of the award and the corresponding percentage allocation based on the aggregate program cap of $110 million):

Equity Award Grant Policy

Under our Equity Award Grant Policy, our annual grants are approved at a meeting of our Compensation Committee held on or around the third week of January each year. Beginning in 2007, the policy specifies the effective grant date for such awards as immediately following the closing of the New York Stock Exchange on the second trading day after the Company publicly releases its financial results for the prior year. We believe the new policy provides increased certainty and transparency for both employees and investors, while allowing the Compensation Committee the necessary flexibility in making decisions consistent with our past practices.

Our Compensation Committee approves equity awards in dollar values, and the number of shares of restricted stock and/or LTIP Units (See “LTIP(see“LTIP Units” below) that are actually issued is calculated by dividing the dollar value of the approved awards by the closing market price on the New York Stock Exchange of a share of our common stock on the effective date of grant.

The Equity Award Grant Policy did not apply to 2008 outperformance awards. Because the 2008 outperformance awards are not “full-value” awards immediately upon issuance, and only have value if certain total return thresholds are satisfied based on performance above an initial baseline value, the Committee determined that the baseline value should be based on a five-day trading average. See“Implementation of 2008 Outperformance Program”above.

LTIP Units

Since 2003 we have had in place a Long Term Incentive Plan, or LTIP, designed to offer executives the same long-term incentive as restricted stock, while allowing them to enjoy more favorable income tax treatment. The LTIP usesused a class of partnership interests in our Operating Partnership, called long term incentive plan units, or LTIP units.units, as a form of equity-based award for annual long-term incentive equity compensation. LTIP Units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes, meaning that initially they are not economically equivalent in value to a share of our common stock, but over time can increase in value to one-for-one parity with common stock by operation of special tax rules applicable to profits interests. LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while allowing them to enjoy a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under the 1997Second Amendment and Restatement of the Boston Properties, Inc. Stock Option and Incentive Plan, reducing availability for other equity awards on a one-for-one basis.

We also used LTIP units for 2008 outperformance awards, which required some modifications to the terms of the previously established LTIP units to reflect the design of the outperformance program.

LTIP units issued in connection with annual long-term incentive compensation awards, whether vested or not, receive the same quarterly per unit distributions as common units of our Operating Partnership, which equal per share dividends (both regular and special) on our common stock. This treatment with respect to quarterly distributions is analogous to the treatment of restricted stock. LTIP units issued in connection with 2008 outperformance awards receive per unit distributions equal to 10% of regular quarterly distributions on common units of our Operating Partnership and no special distributions until the performance measurement date for the 2008 outperformance program (February 5, 2011 or consummation of a change of control transaction); thereafter, LTIP units that have been earned based on performance under the 2008 outperformance program, whether vested or not, will receive the same regular and special per unit distributions as common units of our Operating Partnership, which equal per share dividends (both regular and special) on our common stock.

The key difference between LTIP Unitsunits and restricted stock is that at the time of award, LTIP units do not have full economic parity with common units, but can achieve such parity over time upon the occurrence of specified events. This accretion to parity is driven by partnership tax rules and basically hinges on the circumstance under which LTIP units would become entitled to receive distributions upon a hypothetical liquidation of our Operating Partnership, such that executives will have the right to require our Operating Partnership to redeem their LTIP units at a value equivalent to that of an equal number of common units. Both the liquidation value and the redemption value of LTIP units are based on the book capital account associated with such units for tax purposes. Generally, the book capital account associated with LTIP units when they are initially issued is close to zero, while the book capital account associated with common units is equal on a per unit basis to the price per share of the Company’s common stock. Economic parity is reached when the book capital account of the LTIP units has grown, through special allocations of unrealized or realized gain, to be equal to that of an equal number of common units. Events that allow such special allocations under the partnership agreement and applicable federal tax regulations include: (1) the issuance by the Company of common stock, (2) the issuance by our Operating Partnership of common or other partnership units, (3) significant repurchases of common stock for cash, and (4) the redemption by the Company of common units for cash, in each case so long as the price of the Company’s common stock at the time is higher than the price on the date on which the LTIP units were initially issued. If suchcapital account parity with common units is reached, vested LTIP units become convertible into an equal number of common units. Until and unless such parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock.

The LTIP was established underunits are awarded in the 1997 Stock Plan as an alternative to our restricted stock program.stock. One key disadvantage of restricted stock is that executives are generally taxed on the full market value of a grant at the time of vesting, even if they choose to hold the stock. As a result, executives may need to sell a portion of their vested shares to pay taxes on their restricted stock awards from prior years. Conversely, under thean executive who received LTIP an executiveunits would generally be taxed only when he or she chooses to liquidate his or her LTIP units, rather than at the time of vesting.

Our Compensation Committee believes that theusing LTIP units for equity-based awards (1) serves our objectives by increasing the after-tax value of a given award of equity interestsgrant and, therefore, enhances our equity-based compensation package for executives as a whole, (2) advances the separate goal of promoting long-term equity ownership by executives (see “Mandatory“Mandatory Minimum Equity Ownership Policy for Senior Executives” below), (3) has no adverse impact on dilution as compared to using restricted stock, (4) does not increase the economic cost to usour recorded expense on account of equity-based compensation awards as compared to using restricted stock awards, and (5) further aligns the interests of executives with the interests of stockholders. Based on these considerations, since 2004 we have offeredoffer eligible officers and employees a choice between restricted stock and LTIP units on a one-for-one basis for their equity-based incentive compensation awards.

Possible Implementation of an Outperformance Plan

During the first quarter of 2007, the Compensation Committee began evaluating, with the advice of SMG, a new long-term incentive program designed to provide our senior management with the potential to earn significantannual long-term equity compensation awards subject to the Company achieving superior performance. This kind of plan has become common in the REIT industry in recent years and is often referred to as an “outperformance plan” or “OPP.” The Compensation Committee is continuing its analysis of the possible implementation of an OPP designed to (1) incentivize our senior management to deliver superior market-based performance in terms of total return to shareholders, both in absolute terms and relative to our peers, over a multi-year measurement period, and (2) provide a retention tool over a multi-year vesting period after the performance measurement date.

Mandatory Minimum Equity Ownership Policy for Senior Executives

Our Compensation Committee has always believed that it is important to align the interests of those in senior management positions with those of our stockholders. As one concrete step to ensure such alignment, on January 16, 2003, the Compensation Committee adopted a mandatory stock ownership requirement for senior management. Under this policy all executive vice presidents must achieve minimum equity ownership equal to three times their annual base salary and all senior vice presidents must achieve minimum equity ownership equal to two times their annual base salary, and then maintain such ownership during their continuing employment. Those persons who were senior executives on January 16, 2003 havehad until January 1, 2008 to achieve this ownership requirement, while those who were or may be hired or promoted to senior management positions after January 16, 2003 will have a five-year period beginning on January 1 of the year following their appointment. Exceptions may be made for significant extenuating personal circumstances. The types of securities that will be counted toward the equity ownership requirement include shares of our common stock, restricted stock, units of limited partnership interest of our Operating Partnership and LTIP units (excluding those issued on account of 2008 outperformance program awards, until and unless they have been earned based on performance), in each case both vested and unvested, and shares acquired and held through our stock purchase and dividend reinvestment plans. Stock options will not be counted. Our goal in imposing this stock ownership requirement is to demonstrate to our stockholders and the investment community that our senior management is personally committed to our continued financial success.

Employment Agreements

Employment Agreements

We have entered into employment agreements (see “Potential“Potential Payments Upon Termination or Change in Control” below) with each of our named executive officers. These agreements provide for a certain level of severance, generally the sum of base salary plus the prior year’s cash bonus, 12 additional months of vesting in equity-based awards and participation in our health plan for up to 12 months, in the event of a termination of employment by us without cause or by the executives for good reason. In return, each executive agrees, during the term of employment and for one year thereafter, not to compete with us, solicit our tenants or employees or interfere with our relationship with our tenants, suppliers, contractors, lenders, employees or with any governmental agency. We believe that these agreements are fair to the executives and to our stockholders because these agreements provide relatively modest severance in exchange for the negative covenants which protect us. Further, because the severance level is negotiated up front, it makes it easier for our Board to terminate executives for performance reasons without the need for protracted negotiations over severance.

Change in Control Arrangements

We have also entered into agreements with Messrs. Zuckerman and E. Linde to provide them with certain severance benefits in the event of their termination under certain circumstances within 24 months following a “change in control.” (See “Potential“Potential Payments Upon Termination or Change in Control” below for further details.) We have also adopted two change in control severance plans, one for our President, Executive Vice Presidents, the Chief Financial Officer and the Regional Office Heads, and the other for our Senior Vice Presidents and those Vice Presidents with ten (10) or more years of tenure with us. These plans also provide

severance benefits in the event of termination of employment under certain circumstances within 24 months following a “change in control.” In all instances, these are “double trigger” arrangements, providing severance benefits only upon involuntary termination or constructive termination of the executive officer. (See “Potential“Potential Payments Upon Termination or Change in Control” below for further details.) Under our 1997 Stock Plan, all equity awards become fully vested upon a change in control. In our experience, change in control protection for executive officers is common in the REIT industry. Our Compensation Committee believes it is fair to provide severance protection and accelerated vesting of equity grants upon a change in control. Very often, senior managers lose their jobs in connection with a change in control. By agreeing up front to provide severance benefits and accelerated vesting of equity grants in the event of a change in control, our Compensation Committee believes we can reinforce and encourage the continued attention and dedication of senior management to their assigned duties without distraction in the face of an actual or threatened change in control and ensure that management is motivated to negotiate the best merger consideration for our stockholders.

Our change in control arrangements also provide for a tax gross-up payment to our named executive officers and other executives covered in the two severance plans described above in the event they become subject to the 20% golden parachute excise tax. We agreed to this payment because at the time of adoption of these plans it was market practice in the REIT industry and because our Compensation Committee believesbelieved that our management team should be able to receive what it has bargained for without being subject to this tax.

Perquisites

We provide a car and a full-time driver for the use of our Chairman. This allows our Chairman to use his time efficiently for business purposes during his travel time. The cost to the Company for the car, driver and driverparking in 20062007 was $148,002.$160,558. For our President and Chief Executive Officer, we provide a Company-owned car (purchased in 2005) for which we pay all maintenance and insurance costs and we also provide him with a designated parking space. The cost to the Company for this car and parking space in 20062007 was $11,186.$10,592. For our other executive officers, we provide a monthly car allowance of $750 and a designated parking space. In addition, in connection with Mr. Norville’s relocation to Boston, Massachusetts from Washington, DC, we provided relocation reimbursements of $140,125, including temporary housing expenses of $50,769, travel expenses of $13,172, relocation expenses of $18,763 and a tax reimbursement payment of $57,421. Apart from these arrangements, we do not provide any other perquisites to our executive officers.

Deferred Compensation Plan

We offer a deferred compensation plan that enables our executives to defer a portion of their base salaries and bonuses. The amounts deferred are not included in the executive’s current taxable income and, therefore, are not currently deductible by us. The executives select from a limited number of mutual funds which serve as measurement funds, and the deferred amounts are increased or decreased to correspond to the market value of the mutual fund investments. Because the measurement funds are publicly traded securities, we do not consider any of the earnings credited under the deferred compensation plan to be “above market.” We do not provide any matching contribution to any executive officer who participates in this plan, other than a limited amount to make up for any loss of matching contributions under our Section 401(k) plan. We have made this plan available to our executives in order to ensure that our benefits are competitive. See “Non-Qualified“Nonqualified Deferred Compensation Plan”Compensation” on page 34.

42.

Other Benefits

Our executives participate in Company-sponsored benefit programs available broadly to generally all our salaried employees, including our employee stock purchase plan and our Section 401(k) plan, which provides a dollar-for-dollar Company matching contribution of 200% of the first 3% of compensation contributed to the plan (utilizing earnings not in excess of an amount established by the Internal Revenue Service ($220,000225,000 in 2006)2007)). Other benefits, such as health and dental plans, group term life insurance, short- and long-term disability insurance and travel accident insurance, are also available generally to all our salaried employees.

Tax and Accounting Implications

Deductibility of Executive CompensationCompensation.

Our Compensation Committee’s policy is to consider the tax treatment of compensation paid to our executive officers while simultaneously seeking to provide our executives with appropriate rewards for their performance. Under Section 162(m) of the Internal Revenue Code of 1986, as amended, we may not deduct compensation of more than $1 million paid to any “covered employee” unless the compensation is paid pursuant to a plan which is performance-related, nondiscretionary and has been approved by our stockholders. To the extent that such compensation paid to our executive officers is subject to and does not qualify for deduction under Section 162(m), our Compensation Committee is prepared to exceed the limit on deductibility under Section 162(m) to the extent necessary to ensure our executive officers are compensated in a manner consistent with our best interests and those of our stockholders. Because we qualify as a REIT under the Internal Revenue

Code, we generally distribute at least 100% of our net taxable income each year and therefore do not pay federal income tax. As a result, and based on the level of cash compensation paid to our executive officers, the possible loss of a federal tax deduction would not be expected to have a material impact on us.

Accounting for Stock-Based CompensationCompensation.

Beginning on January 1, 2005, we began accounting for stock-based awards in accordance with the requirements of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004)Share-Based Payment(“ (“FAS 123R”).

COMPENSATION COMMITTEE REPORT

The Compensation Committee of Boston Properties has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Compensation Committee:

Richard E. Salomon, Chair

Zoë Baird

David A. Twardock

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table sets forth the compensation paid for 20062007 to the Chairman of the Board, the President and Chief Executive Officer, the Chief Financial Officer and each of the two other named executive officers.

expensed in 2006 were determined in accordance with FAS 123R. The awards for which expense is shown in this table include the awards granted in 2006, described in the Grants of Plan-Based Awards table below, as well as awards granted in 2002, 2003, 2004 and 2005 for which we continued to recognize expense in 2006.

(6)

A discussion of the assumptions used in calculating these values can be found in (1) Note 17 to our 2007 audited financial statements beginning on page 128 of our annual report on Form 10-K for the year ended December 31, 2007, (2) Note 17 to our 2006 audited financial statements beginning on page 122 of our annual report on Form 10-K for the year ended December 31, 2006.2006 and (3) Note 16 to our 2005 audited financial statements beginning on page 115 of our annual report on Form 10-K for the year ended December 31, 2005.

(3)(7)

The table below shows the components of this column,“All Other Compensation” for 2007, which include the life insurance premiums paid by us for group term life insurance, our match for each individual who made 401(k) contributions (including restoration matches under our Nonqualified Deferred Compensation Plan), the car and driver provided to Mr. Zuckerman, the car provided to Mr. E. Linde, the car allowances provided to Messrs. D. Linde, Ritchey and Norville and the costs to the Company of providing parking spaces to each individual and, in the case of Mr. Norville, the payments made by the Company in connection with his relocation from Washington, D.C. to Boston, including temporary housing allowances, reimbursements of travel and relocation expenses and a tax gross-up payment.individual. The amounts shown for company cars, driver and car allowances in the table below reflect the aggregate cost to the Company without deducting costs attributable to business use. The components of “All Other Compensation” for 2006 for Messrs. Zuckerman, E. Linde, D. Linde Norville and R. Ritchey were reported in our 2007 proxy statement.

2007 Grants of Plan-Based Awards

We have provided the following Grants of Plan BasedPlan-Based Awards table to provide additional information about stock awards granted to our named executive officers during the year ended December 31, 2006.2007.

distributions are paid on Boston Properties common stock and common units of theour Operating Partnership, respectively. Grantees of restricted stock pay $0.01 per share and grantees of LTIP units pay $0.25 per unit. All of theThe awards granted on April 28, 2006 vest over a five-yearfour-year period with none vesting in the first two years, 25% vesting on each January 15 2009, 35% vesting on January 15, 2010 and 40% vesting on January 15, 2011. The grant to Mr. Norville on August 8, 2006 vests ratably over five years from September 1, 2005 (i.e., 20% each year).beginning in 2008.

(2)

The amounts included in this column represent the full grant date fair value of the restricted stock and LTIP unit awards computed in accordance with FAS 123R.123R, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. A discussion of the assumptions used in calculating these values can be found in Note 17 to our 20062007 audited financial statements beginning on page 122128 of our annual report on Form 10-K for the year ended December 31, 2006.2007.

(3)	This grant was made pursuant to Mr. Norville’s amended and restated employment agreement, dated as of August 25, 2005, and was effective upon Mr. Norville’s relocation to the Boston area on August 8, 2006. Such employment agreement was authorized by the Board of Directors on August 9, 2005.

Outstanding Equity Awards at December 31, 20062007

The table below shows the outstanding equity awards held by our named executive officers as of December 31, 2006.2007.

“Compensation Discussion and Analysis” section of this proxy statement.

(2)

In January 2007,2008, we paid a special dividend of $5.40$5.98 per share of common stock to all stockholders of record as of the close of business on December 29, 2006.31, 2007. In connection with this special dividend, the Board of Directors adjusted all outstanding options that were awarded, buthad not been exercised prior to the ex-dividend date for the special dividend to account forensure that option holders were in a neutral economic position after giving effect to the effectpayment of the special dividend since they would not receive the dividend. The number of shares subject to each such option was increased and the exercise price correspondingly decreased suchso that each option had the same fair value to the holder before and after giving effect to the payment of the special dividend. The numbers in these columns reflect these adjustments.

(3)	The market value of such holdings is based on the closing market price of our common stock as reported on the New York Stock Exchange on December 29, 200631, 2007 of $111.88$91.81 per share.

(4)

On January 30, 2004, the named executive officerseach of Messrs. Zuckerman, E. Linde, D. Linde, Norville and Ritchey received awards of LTIP units under the 1997 Stock Plan as follows: Mr. Zuckerman – 29,982 LTIP units; Mr. E. Linde – 29,982 LTIP units; Mr. D. Linde – 15,990 LTIP units; Mr. Norville – 6,496 LTIP units; and Mr. Ritchey – 15,990 LTIP units. On February 18, 2004, Mr. LaBelle received an award of 1,099 shares of restricted common stock under the 1997 Stock Plan. These LTIP units and restricted common shares vest over five years with no LTIP units vesting in the first two years following the date of grant, 25% vesting on February 1, 2007, 35% vesting on February 1, 2008 and 40% vesting on February 1, 2009.

(5)

On January 28, 2005, the named executive officers received awards of LTIP units or shares of restricted common stock under the 1997 Stock Plan as follows: Mr. Zuckerman – 34,489 LTIP units; Mr. E. Linde – 34,489 LTIP units; Mr. D. Linde – 18,969 LTIP units; Mr. Norville – 8,622 LTIP units; and Mr. Ritchey – 18,969 LTIP units.units; and Mr. LaBelle – 1,931 shares. These LTIP units and restricted common shares vest over five years with no LTIP units vesting in the first two years following the date of grant, 25% vesting on February 1, 2008, 35% vesting on February 1, 2009 and 40% vesting on February 1, 20102010.

(6)

On April 28, 2006, the named executive officers received awards of LTIP units and/or shares of restricted common stock under the 1997 Stock Plan as follows: Mr. Zuckerman – 23,790 LTIP units; Mr. E. Linde – 23,790 LTIP units; Mr. D. Linde – 13,594 LTIP units; Mr. Norville – 6,230 LTIP units; and Mr. Ritchey – 13,594 LTIP units.units; and Mr. LaBelle – 425 LTIP units and 991 shares. These LTIP units and restricted common shares vest over five years with no LTIP units vesting in the first two years following the date of grant, 25% vesting on January 15, 2009, 35% vesting on January 15, 2010 and 40% vesting on January 15, 2011.

(7)

On January 17, 2002, eachFebruary 2, 2007, the named executive officers received awards of Messrs. D. Linde, Norville and Ritchey received an awardLTIP units and/or shares of restricted common stock under the 1997 Stock Plan as follows: Mr. Zuckerman – 27,585 LTIP units; Mr. E. Linde – 27,585 LTIP units; Mr. D. Linde – 5,357 shares;13,398 LTIP units; Mr. Norville – 3,036 shares; and7,881 LTIP units; Mr. Ritchey – 5,35714,974 LTIP units; and Mr. LaBelle – 662 LTIP units and 662 shares. These LTIP units and restricted common shares vest ratably over fivefour years, with 20%25% of the total award vesting on January 15 of each of the first five anniversaries of the grant date.year beginning January 15, 2008.

(8)

On January 24, 2003, each of Messrs. D. Linde, Norville, Ritchey and RitcheyLaBelle received an award of restricted common stock under the 1997 Stock Plan as follows: D. Linde – 17,045 shares; Mr. Norville – 8,523 shares; and Mr. Ritchey – 17,045 shares; and Mr. LaBelle – 1,136 shares. These shares vest over five years with no shares vesting in the first two years following the date of grant, 25% vesting on February 1, 2006, 35% vesting on February 1, 2007 and 40% vesting on February 1, 2008.

(9)	On August 8, 2006, Mr. Norville received an award of 5,165 LTIP units in connection with his relocation to the Boston area. These LTIP units vest ratably over five years from September 1, 2005, with 20% of the total award vesting on each of the first five anniversaries of such date.

2007 Option Exercises and Stock Vested

The following table sets forth the aggregate number of options to purchase shares of our common stock exercised by our named executive officers in 20062007 and the aggregate number of shares of common stock and LTIP units that vested in 2006.2007. The value realized on exercise is the product of (1) the fair market value of a share of common stock on the date of exercise minus the exercise price, multiplied by (2) the number of shares of common stock underlying exercised options. The value realized on vesting is the product of (1) the fair market value of a share of common stock on the vesting date, multiplied by (2) the number of shares/LTIP units vesting. In each case, the value realized is before payment of any applicable withholding tax and brokerage commissions.

Non-QualifiedNonqualified Deferred Compensation Plan

We provide our executives with the opportunity to defer up to 20% of their base salary and cash bonuses. Deferrals are credited with earnings or losses based upon the executive’s selection of 14 measurement funds which are all publicly traded mutual funds. Executives may change their selection of measurement funds on a daily basis. The table below summarizes the annual rate of return for the year ended December 31, 20062007 for the 14 measurement funds:

Benefits under the deferred compensation plan are generally paid in a lump sum upon the executive’s termination of employment prior to attainment of retirement age (age 65 or age 55 with sevenfive years of service) or the executive’s death, or in a lump sum or annual installments for a period of up to 15 years (as previously selected by the executive) upon the executive’s retirement.retirement, or six months after the executive’s termination or retirement, whichever is later. Payment will generally start or be made no later thanby the January 15 following the year of termination or retirement. Executives may also at the time of deferral elect a fixed distribution date which must be at least five

years after the end of the calendar year in which amounts are deferred. The deferred compensation plan also permits an in-service withdrawal of amounts deferred before 2005,the executive’s account balance attributable to pre-2005 deferrals, subject to a withdrawal penalty equal to 10% of the amount withdrawn.

The following table outlines deferrals made by our named executive officers to the deferred compensation plan during the year ended December 31, 2006,2007, the earnings during the year, and the aggregate account balance of each named executive officer under the deferred compensation plan as of December 31, 2006.2007.