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 4, 20081, 2009

Dear Stockholder:

You are cordially invited to attend the 20082009 annual meeting of stockholders of Boston Properties, Inc. The annual meeting will be held on Monday,Tuesday, May 12, 200819, 2009 at 10:00 a.m., Eastern Time, at 599 Lexington Avenue, Conference Room 2G/H,Citigroup Center, 153 East 53^rd Street, 14^th Floor, New York, New York.

The attached proxy statement, with the accompanying formal notice of the meeting, 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 thisthe 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.

We are pleased to inform you that we are taking advantage of the Securities and Exchange Commission’s rules that allow companies to furnish proxy materials to their stockholders via the Internet rather than in paper form. Accordingly, we are sending most of our stockholders a notice regarding the availability of the proxy statement and our annual report via the Internet. We believe these rules will expedite your receipt of proxy materials, help conserve natural resources and reduce our printing and mailing costs.

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 completevote as soon as possible. Instructions on how to vote are contained in 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 methodsstatement.

Thank you for your continued support of voting. If you attend the meeting, you may continue to have your shares voted as instructed on your proxy card or you may revoke your proxy at the meeting and vote your shares in person.

We look forward to seeing you at the meeting.Boston Properties.

Sincerely,

Mortimer B. Zuckerman

Chairman of the Board

Edward H. Linde

Chief Executive Officer

BOSTON PROPERTIES, INC.

800 Boylston Street

Suite 1900

Boston, MA 02199-8103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 12, 200819, 2009

The 20082009 annual meeting of stockholders of Boston Properties, Inc. will be held on Monday,Tuesday, May 12, 200819, 2009 at 10:00 a.m., Eastern Time, at 599 Lexington Avenue,Citigroup Center, 153 East 53^rd Street, 14^th Floor, 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 20, 2008.24, 2009. If you do not plan to attend the meeting and vote your shares of common stock in person, pleasewe urge you to vote your shares as instructed in onethe proxy statement. If you received a copy 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, 20081, 2009

Important Notice Regarding the Availability of Proxy Materials for

the StockholderStockholders Meeting to be Held on May 12, 200819, 2009

ThisThe proxy statement and our 20072008 annual report to stockholders

are available at http://www.bostonproperties.com/proxy.www.edocumentview.com/bxp.

PROXY STATEMENT

TABLE OF CONTENTS

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April 4, 2008

BOSTON PROPERTIES, INC.

800 Boylston Street

Suite 1900

Boston, MA 02199-8103

PROXY STATEMENT

TABLE OF CONTENTS

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April 1, 2009

BOSTON PROPERTIES, INC.

800 Boylston Street

Suite 1900

Boston, MA 02199-8103

PROXY STATEMENT

This proxy statement and the enclosed proxy card areis being mailedmade available to stockholders on or about April 4, 20081, 2009 via the Internet or by delivering printed copies by mail, and areis furnished in connection with the solicitation of proxies by the Board of Directors of Boston Properties, Inc. for use at the 20082009 annual meeting of stockholders of Boston Properties, Inc. to be held on Monday,Tuesday, May 12, 200819, 2009 at 10:00 a.m., Eastern Time, at 599 Lexington Avenue, Conference Room 2G/H,Citigroup Center, 153 East 53^rd Street, 14^th Floor, New York, York, New York, and at any adjournments or postponements thereof.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

As permitted by rules adopted by the Securities and Exchange Commission (“SEC”), we are making this proxy statement and our 2008 annual report, including a copy of our annual report on Form 10-K and financial statements for the year ended December 31, 2008, available to our stockholders electronically via the Internet. On or about April 1, 2009, we began mailing to many of our stockholders a Notice of Internet Availability (“Notice”) containing instructions on how to access this proxy statement and our annual report online, as well as instructions on how to vote. Also on or about April 1, 2009, we began mailing printed copies of these proxy materials to stockholders that have requested printed copies. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The Notice also instructs you on how you may vote via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. Our 2008 annual report is not part of the proxy solicitation material.

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 annual meeting, including the election of directors, the ratification of the appointment of our independent registered public accounting firm and, if properly presented, consideration of afour stockholder proposal concerning the annual election of directors.proposals.

Who is entitled to vote?

If our records show that you were a stockholder of record as of the close of business on March 20, 2008,24, 2009, 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 119,667,105121,278,522 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 of record 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.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. Under applicable law, if you did not respond that you did not want to participate in householding, youconsented or 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.address for all residents that own shares of common stock in street name. 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., 800 Boylston Street, Suite 1900, Boston, Massachusetts 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 2007 annual report, including a copy of our annual report on Form 10-K and financial statements for the fiscal year ended December 31, 2007 filed with the Securities and Exchange Commission, is being mailed to stockholders concurrently with this proxy statement. Our 2007 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 twothree Class III directors (Edward(Frederick J. Iseman, Edward H. Linde and David A. Twardock). AsMr. Iseman was appointed to the Board of Directors on December 15, 2008. The Nominating and Corporate Governance Committee oversaw the search process for a result ofnew director and collaborated with other non-employee directors and executive officers in identifying and recommending Mr. Iseman to our Board for appointment to fill 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 2010, 20082011 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.

Director Independence.    Independence.    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;

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, Iseman, 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 eleven times during 2007.2008. 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. AllEight of the nine directors then serving attended the 20072008 annual meeting of stockholders.stockholders; one director was unable to attend due to airline delays.

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 Report is included in this proxy statement beginning on page 53.56. The Audit Committee met eight times during 2007.2008.

Compensation Committee.    Our Board of Directors has established a Compensation Committee consisting of Messrs. Salomon (Chair), Iseman and Twardock and Ms. Baird. Mr. Iseman joined the Compensation Committee as of January 1, 2009. None of the members of the Compensation Committee are employeesis an employee of Boston Properties and each of them is an independent director for purposes of the requirements ofunder 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, the Chief Executive Officer and certain designated senior executive officers, (2) evaluate the performance of the Chairman, the 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, Chief Executive 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 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, 2007 and 20072008, the Compensation Committee engaged SMG AdvisoryThe Schonbraun McCann Group, LLC, or SMG, a nationally recognized consulting firm specializing in the real estate industry,advisory practice of FTI Consulting, Inc., to assist the committee in determining the amount and form of executive compensation. Information concerning the nature and scope of SMG’s assignments and related disclosures is included in“Compensation Discussion and Analysis” beginning on page 20.21. The Compensation Committee also reviews and makes recommendations to the full Board of Directors regarding the compensation of non-employee directors.

The Report of the Compensation Committee Report is included in this proxy statement on page 37.39. The Compensation Committee met fifteeneight times in 2007.during 2008.

Nominating and Corporate Governance Committee.    Our Board of Directors has established a Nominating and Corporate Governance Committee (the “NCG Committee”) consisting of Ms. Baird (Chair) and Mr. Twardock, each of whom is an independent director under the NYSE Rules. 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 fivefour times during 2007.2008.

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., 800 Boylston Street, Suite 1900, Boston, MA 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 fourthree times during 2007.2008. The Significant Transactions Committee also held various informal telephonicno meetings and took action by written consent eight times during 2007.2008.

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.    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., 800 Boylston Street, Suite 1900, Boston, MA 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 20082009 annual meeting in compliance with the procedures set forth below. All securityholder recommendations for director candidates for election at the 20092010 annual meeting of stockholders must be submitted to our Secretary on or before December 5, 20082, 2009 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 may 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., 800 Boylston Street, Suite 1900, Boston, MA 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., 800 Boylston Street, Suite 1900, Boston, MA 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., 800 Boylston Street, Suite 1900, Boston, MA 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., 800 Boylston Street, Suite 1900, Boston, MA 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., 800 Boylston Street, Suite 1900, Boston, MA 02199-8103.

PROPOSAL 1: ELECTION OF DIRECTORS

Introduction

At the annual meeting, fourthree Class IIIII directors will be elected to serve until the 20112012 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 BairdMessrs. Frederick J. Iseman, Edward H. Linde and Messrs. Lawrence S. Bacow, Alan J. Patricof and Martin TurchinDavid A. Twardock for election as Class IIIII 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. In the absence of your voting instructions, your broker may vote your shares with respect to the election of directors in its discretion.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR ITS NOMINEES, LAWRENCE S. BACOW, ZOË BAIRD, ALANFREDERICK J. PATRICOFISEMAN, EDWARD H. LINDE AND MARTIN TURCHIN.DAVID A. TWARDOCK. 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 IIIII 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, 2008.2, 2009. 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 III Directors — Terms Expiring 2009

Frederick J. Iseman.    Mr. Frederick J. Iseman has been a director since December 15, 2008. Mr. Iseman is Chairman and Chief Executive Officer of CI Capital Partners LLC, a private equity investment firm he founded in 1993. He is also Chairman of Conney Safety Products, LLC, KIK Custom Products, Valley National Gases LLC, CoVant Technologies, American Residential Services, L.L.C. and Ply Gem Industries, Inc., as well as a member of the Advisory Board of the STAR Fund. He is the former Chairman of Anteon International Corporation. From 1988 to 1990, as a member of Hambro International Equity Partners, Mr. Iseman made or directed investments in healthcare, environmental services, publishing and banking. From 1990 to 1993, he ran Hambro-Iseman Capital Partners and was the controlling shareholder of the public company Geowaste, Inc. In addition, Mr. Iseman is a Board member of the International Rescue Committee, the Metropolitan Opera, the Municipal Art Society, Carnegie Hall, the White Nights Foundation of America and the Academy for Educational Development. Mr. Iseman received a BA in English Literature from Yale College. He is 56 years old.

Edward H. Linde.    Mr. Edward H. Linde serves as Chief Executive Officer of Boston Properties, Inc. 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, WGBH and Boston World Partnership. 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 President. Mr. Linde is 67 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 American Hotel & Lodging Association and he previously served as Chairman of the Real Estate Roundtable Capital Markets 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 51 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, Inc. 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 71 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 Lasker Foundation and the New York Stem Cell Foundation and a member of the Board of Overseers of Columbia Business School and 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 59 years old.

Richard E. Salomon.    Mr. Richard E. Salomon has been a director since November 12, 1998. He is Managing Partner of East End Advisors LLC, a private investment advisory firm. Mr. Salomon was President of Mecox Ventures, Inc., a private investment company from 2000 until 2008 and 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 66 years old.

Incumbent Class II Directors — Terms Expiring 20082011

Lawrence S. BacowBacow.    .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 an SB in Economics from the Massachusetts Institute of Technology and a Ph.D., an MPP and a JD from Harvard University. He is 5657 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 an 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 5556 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 firm he formed in 2006. Prior to that, he was Chairman of Apax Partners, Inc. (formerly Patricof & Co. Ventures, Inc.), a venture capital company — formerly Patricof & Co. Ventures, Inc., the companythat he founded in 1969, which is now one of the world’s leading private equity firms with $30$34 billion under management or advice. He is a board member of TechnoServe, the Trickle Up Program, National Foundation for Teaching Entrepreneurship (NFTE), and the Millennium Challenge Corporation and serves on the Global Advisory Board of Endeavor, Inc. Mr. Patricof received a BS in Finance from Ohio State University and an MBA from Columbia Business School. He is 7374 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. He 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 6667 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

Edward H. Linde.    Mr. Edward H. Linde has served as 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 President. Mr. Linde is 66 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 American Hotel & Lodging Association and he previously served as Chairman of the Real Estate Roundtable Capital Markets 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 50 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 since January 2005 and he also served as Chief Financial Officer and Treasurer from 2000 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 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 member 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 Chief Executive Officer and a director. Mr. Linde is 4445 years old.

E. Mitchell Norville.    Mr. E. Mitchell Norville serves as Executive Vice President, Chief 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. 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 feetis a member of new developmentthe Clemson University President’s Advisory Board and renovation projects. Mr. Norvillehe 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 4950 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 5758 years old.

Michael E. LaBelle.    Mr. Michael E. LaBelle serves as Senior Vice President, Chief Financial Officer and Treasurer. Prior to his appointment to this position 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 ScienceBS degree in Economics from the University of Colorado. He is 4344 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 development 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 more 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.the National Association of Industrial and Office Properties (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 4950 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).NAIOP. Mr. Koop received a BBA in 1980 and an MBA in 1982 from Texas Christian University. He is 4950 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 we acquired the assets of The Landis

Group, for which he was Chief Operating Officer, were acquired.Officer. 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 master’s degree in Economics in 1975. Mr. Landis is 5758 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 economicsEconomics and political science.Political Science. He is 5152 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 6162 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.activities at the Prudential Center. 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 4950 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 4647 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 February 1, 20082, 2009 by:

On February 1, 2008,2, 2009, there were:

All references to LTIP units include long term incentive units of partnership interest in the Operating Partnership but exclude LTIP units issued in the form of 2008 outperformance awards. LTIP units issued in the form of 2008 outperformance awards are referred to herein as “2008 OPP Awards.”

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)		9,383,692		6.55	%		7.38	%
Lawrence S. Bacow(5)		9,283		**			**
Zoë Baird(6)		4,098		**			**
Carol B. Einiger(7)		6,391		**			**
Edward H. Linde(8)		8,335,512		5.85			6.56
Alan J. Patricof(9)		20,018		**			**
Richard E. Salomon(10)		27,265		**			**
Martin Turchin(11)		26,423		**			**
David A. Twardock(12)		9,307		**			**
Douglas T. Linde(13)		308,581		**			**
E. Mitchell Norville(14)		253,084		**			**
Raymond A. Ritchey(15)		601,664		**			**
Michael E. LaBelle(16)		9,507		**			**
All directors and executive officers as a group (20 persons)(17)		19,384,184		13.44	%		14.24	%
5% Holders
The Vanguard Group, Inc.(18)		9,017,745		6.34	%		7.55	%
Cohen & Steers, Inc.(19)		7,561,069		5.32			6.33
Cohen & Steers Capital Management, Inc.(19)		7,532,394		5.30			6.30
ING Groep N.V.(20)		7,266,414		5.11			6.08
Barclays Global Investors, NA(21)		6,731,694		4.73			5.63
Morgan Stanley(22)		6,431,920		4.52			5.38

		Common Stock					Common Stock and Units
Name and Address of Beneficial Owner*		Number of Shares Beneficially Owned(1)		Percent of Common Stock(2)			Number of Shares and Units Beneficially Owned(1)		Percent of Common Stock and Units(3)
Directors and Named Executive Officers
Mortimer B. Zuckerman(4)		2,943,637		2.42	%		9,502,984		6.57	%
Lawrence S. Bacow(5)		7,710		*	*		11,206		*	*
Zoë Baird(6)		4,322		*	*		6,078		*	*
Carol B. Einiger(7)		5,630		*	*		8,218		*	*
Frederick J. Iseman(8)		38		*	*		690		*	*
Edward H. Linde(9)		972,171		*	*		8,346,142		5.79
Alan J. Patricof(10)		19,492		*	*		22,562		*	*
Richard E. Salomon(11)		15,889		*	*		29,636		*	*
Martin Turchin(12)		25,413		*	*		28,483		*	*
David A. Twardock(13)		8,499		*	*		11,410		*	*
Douglas T. Linde(14)		162,222		*	*		361,092		*	*
Raymond A. Ritchey(15)		245,359		*	*		648,604		*	*
Michael E. LaBelle(16)		5,770		*	*		18,563		*	*
All directors and executive officers as a group (21 persons)(17)		4,767,047		3.91	%		19,730,267		13.60	%
5% Holders
The Vanguard Group, Inc.(18)		8,912,974		7.35	%		8,912,974		6.18	%
Barclays Global Investors, NA(19)		8,271,118		6.82			8,271,118		5.74
Cohen & Steers, Inc.(20)		7,219,421		5.95			7,219,421		5.01
Cohen & Steers Capital Management, Inc.(20)		7,184,032		5.92			7,184,032		4.98
State Street Bank and Trust Company(21)		6,720,625		5.54			6,720,625		4.66
Morgan Stanley(22)		6,559,185		5.41			6,559,185		4.55

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 Compensation”Compensation of Directors” 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 20082009 annual meeting.

(2)

The total number of shares and units outstanding used in calculating this percentage assumes (a) the exercise of all options to acquire shares of common stock that are exercisable on or within 60 days after February 2, 2009 held by the beneficial owner and that no options held by other beneficial owners are exercised and (b) the conversion into shares of common stock of all deferred stock units held by the beneficial owner and that no deferred stock units held by other beneficial owners are converted.

(3)

The total number of shares outstanding used in calculating this percentage assumes (a) 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 are 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 February 1, 20082, 2009 held by the personbeneficial owner and that no options held by other personsbeneficial owners 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.units.

(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 February 1, 2008 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 1,787,5482,537,548 shares of common stock held directly and 406,089 shares of common stock underlying currently exercisable stock options. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 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 178,287and 297,579 LTIP units (of which 144,780211,555 LTIP units are subject to vesting), and 1,156,089 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. Also excludes 2008 OPP Awards. See also note (8)(9).

(5)

Includes 421 shares of common stock (of which 208 shares are subject to vesting), 2,847and 7,289 deferred stock units. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 3,496 LTIP units (of which 585942 LTIP units are subject to vesting) and 6,015 deferred stock units..

(6)

Includes 415 shares of common stock (of which 208 shares are subject to vesting), 1,107and 3,907 deferred stock units. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 1,756 LTIP units (of which 585942 LTIP units are subject to vesting) and 2,576 deferred stock units..

(7)	Includes 415 shares of common stock (of which 208 shares are subject to vesting), 1,939and 5,215 deferred stock units. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 2,588 LTIP units (of which 585942 LTIP units are subject to vesting) and 4,037.

(8)	Includes 38 deferred stock units. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 652 LTIP units (all of which are subject to vesting).

(8)(9)

Includes 716,503 shares of common stock held directly 29,000and 255,668 shares of common stock held through a trust,trust. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 5,693,083 common units held by a limited partnership of which Mr. E. Linde is the 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 155,392and 229,022 LTIP units (of which 121,885148,722 LTIP units are subject to vesting). The “Number of Shares and 289,668 shares of common stock underlying currently exercisable stock options. AlsoUnits Beneficially Owned” column also includes 1,405,392 common units held by The MBZ 1996 Trust, of which Mr. E. Linde serves as sole trustee. Excludes 2008 OPP Awards. 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 and 19,077 deferred stock units. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 3,070 LTIP units (of which 208 shares942 LTIP units are subject to vesting), 2,421.

(11)

Includes 415 shares of common stock and 15,474 deferred stock units. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 3,070 LTIP units (of which 585942 LTIP units are subject to vesting) and 13,752 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 such Series Two preferred units are convertible.

(11)(12)

Includes 3,415 shares of common stock held directly, (of which 208 shares are subject to vesting), 350 shares of common stock held by Mr. Turchin’s wife, 650 shares of common stock held through trusts, 2,421 LTIP units (of which 585 LTIP units are subject to vesting), 13,808 deferred stock units and 5,779 shares of common stock underlying currently exercisable stock options. options and 15,219 deferred stock units. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 3,070 LTIP units (of which 942 LTIP units are subject to vesting).

Mr. Turchin has shared voting and dispositive power with respect to 3,000350 shares of common stock.

(12)(13)

Includes 1,000 shares of common stock (of which 793293 shares are subject to vesting), 2,262 and 7,499 deferred stock units. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 2,911 LTIP units and 6,045 deferred stock units.(of which 649 are subject to vesting).

(13)(14)

Includes 30,087 shares of common stock held directly, 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, 89,529 LTIP units (of which 71,844 LTIP units are subject to vesting) and 128,635 shares of common stock underlying currently exercisable stock options. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 56,830 common units held directly and 142,040 LTIP units (of which 97,678 LTIP units are subject to vesting). Excludes 2008 OPP Awards. Mr. D. Linde has shared voting and dispositive power with respect to 700 shares of common stock.

(14)(15)

Includes 16,64025,970 shares of common stock 62,445 common units(all of which are subject to vesting) held directly, 17,81623,017 shares of common unitsstock held by a grantor retained annuity trust of which a limited liability company of which Mr. NorvilleRitchey is the sole manager is the sole beneficiary, and a member, 56,508 LTIP units (of which 46,420 LTIP units are subject to vesting) and 99,675196,372 shares of common stock underlying currently exercisable stock options.

(15)

Includes 28,017 shares Also includes, only under the “Number of common stock,Shares and Units Beneficially Owned” column, 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, 91,10514,336 common units held by a grantor retained annuity trust of which a limited liability company of which Mr. Ritchey is the sole manager is the sole beneficiary and 102,739 LTIP units (of which 73,02671,925 LTIP units are subject to vesting) and 196,372 shares of common stock underlying currently exercisable stock options.. Excludes 2008 OPP Awards.

(16)

Includes 5,9845,337 shares of common stock (of which 4,2352,492 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. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 12,793 LTIP units (of which 11,856 LTIP units are subject to vesting). Excludes 2008 OPP Awards.

(17)

Includes an aggregate of 2,709,8593,726,571 shares of common stock, 13,873,001966,758 shares of common stock underlying currently exercisable stock options and 73,718 deferred stock units. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 13,878,337 common units, 712,8061,074,206 LTIP units and 8,136 Series Two preferred units (which are convertible into an aggregate of 10,677 common units), 63,415 deferred stock units and 2,014,426 shares of common stock underlying currently exercisable stock options.. See also notes (4) — (16) above. Excludes 2008 OPP Awards.

(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, 2008.13, 2009. Vanguard’s address is 100 Vanguard Blvd., Malvern, PA 19355. The Schedule 13G13G/A indicates that Vanguard has sole voting power with respect to 125,301141,379 shares of common stock, sole dispositive power with respect to 9,017,7458,912,974 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 Cohen & Steers Europe S.A. with the SEC on February 13, 2008. Cohen’s and Cohen Capital’s address is 280 Park Avenue, New York, New York 10017. The Schedule 13G indicates that Cohen had sole voting power with respect to 6,773,006 shares of common stock, sole dispositive power with respect to 7,561,069 shares of common stock and no shared voting or dispositive power. The Schedule 13G indicates that Cohen Capital had sole voting power with respect to 6,752,833 shares of common stock and sole dispositive power with respect to 7,532,394 shares of common stock. The Schedule 13G indicates that Cohen holds a 100% interest in Cohen Capital.

(20)

Information regarding ING Groep N.V. (“ING”) is based solely on a Schedule 13G/A filed by ING with the SEC on February 14, 2008. ING’s address is Amstelveenseweg 500, 1081 KL Amsterdam, P.O. Box 810, 1000 AV Amsterdam, The Netherlands. The Schedule 13G/A indicates that ING has sole voting and dispositive power with respect to 7,266,414 shares of common stock and no shared voting or dispositive power.

(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, 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 February 5, 2008.2009. Barclay’s address is 45 Fremont400 Howard 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 2,476,5952,800,078 shares of common stock, sole dispositive power with

respect to 3,279,9573,402,904 shares of common stock and no shared voting or dispositive power, (b) Barclays Global Fund Advisors has sole voting andpower with respect to 4,018,242 shares of common stock, sole dispositive power with respect to 2,811,3874,025,810 shares of common stock and no shared voting or dispositive power, (c) Barclays Global Investors, LTD has sole voting power with respect to 398,368537,151 shares of common stock, sole dispositive power with respect to 433,912576,866 shares of common stock and no shared voting or dispositive power, (d) Barclays Global Investors Japan Limited has sole voting and dispositive power with respect to 163,763214,303 shares of common stock and no shared voting or dispositive power and (e) Barclays Global Investors Canada Limited has sole voting and dispositive power with respect to 42,67551,235 shares of common stock 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.

(20)

Information regarding Cohen & Steers, Inc. (“Cohen”) and Cohen & Steers Capital Management, Inc. (“Cohen Capital”) is based solely on a Schedule 13G/A filed by Cohen, Cohen Capital, and Cohen & Steers Europe S.A. (“Cohen Europe”) with the SEC on February 17, 2009. Cohen’s and Cohen Capital’s address is 280 Park Avenue, New York, New York 10017. The Schedule 13G/A indicates that (a) Cohen has sole voting power with respect to 6,449,706 shares of common stock, sole dispositive power with respect to 7,219,421 shares of common stock and no shared voting or dispositive power, (b) Cohen Capital has sole voting power with respect to 6,426,974 shares of common stock and sole dispositive power with respect to 7,184,032 shares of common stock and (c) Cohen Europe has sole voting power with respect to 22,732 shares of common stock, sole dispositive power with respect to 35,389 shares of common stock and no shared voting or dispositive power. The Schedule 13G/A indicates that Cohen holds a 100% interest in Cohen Capital and that Cohen and Cohen Capital together hold a 100% interest in Cohen Europe.

(21)

Information regarding State Street Bank and Trust Company (“State Street”) is based solely on a Schedule 13G filed by State Street on February 13, 2009. State Street’s address is One Lincoln Street, Boston, MA 02111. The Schedule 13G indicates that State Street has sole voting power and shared dispositive power with respect to 6,720,625 shares of common stock.

(22)

Information regarding Morgan Stanley is based solely on a Schedule 13G/A filed by Morgan Stanley with the SEC on February 14, 2008.17, 2009. Morgan Stanley’s address is 1585 Broadway, New York, New York 10036. The Schedule 13G/A indicates that Morgan Stanley had sole voting power with respect to 4,119,5853,617,786 shares of common stock, shared voting power with respect to 603391 shares of common stock, sole dispositive power with respect to 6,431,9206,559,185 shares of common stock and no shared dispositive power.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (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, 2007,2008, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than ten percent beneficial owners were 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.satisfied.

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), Iseman and Twardock and Ms. Baird. Mr. Iseman was appointed to the Compensation Committee effective January 1, 2009.

Our executive compensation philosophy is as follows:

Overview

Engagement of Compensation Consultant.    In 20072008 the Compensation Committee again retained SMG AdvisoryThe Schonbraun McCann Group, LLCa real estate advisory practice of FTI Consulting, Inc. (“SMG”), a nationally recognized consulting firm specializing in the real estate industry that was first engaged in the fourth quarter of 2006. Neither the Compensation Committee nor the Company has any other professional relationship with SMG. The Compensation Committee directed SMG to, among other things: (1) assist the Compensation Committee in applying our compensation philosophy for our executive officers, including the determination of the portion of total compensation 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.);compensation; (2) analyze current compensation conditions in the marketplace generally and among our peers specifically, and assess the competitiveness and appropriateness of compensation levels for our executive officers; (3) recommend to the Compensation Committee any modifications or additions to the Company’s existing compensation programs that it deems advisable; and (4) make specific recommendations to the Compensation Committee for base salary, cash bonus and equity-based awards for our executive officers.

Peer Group Analysis.    In 20072008 SMG conducted a peer group analysis similar to the one they conducted in 2006.2007. 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 20072008 peer group remained relatively unchanged from the 20062007 peer group, with the only changeschange being the removal and substitution of companies that no longer operate in the public marketplaceArchstone-Smith Trust due to merger and acquisition activity.its acquisition. The SMG compensation review was based on information disclosed in the peers’ 20072008 proxy statements, which reported data with respect to fiscal 20062007 (the latest year for which comprehensive data is publicly available). SMG’s review compared our executive pay practices against both an expanded REIT peer group 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, (bothwhich has become one of the elements of executive compensation for many of the companies in termsthe peer group. Due to the significant declines in the stock market in 2008 and the reduced likelihood of future outperformance rewardsplan payouts, SMG excluded any potential future outperformance income from the analysis, both for the Company and for the peer groups. However, in circumstances where actual outperformance payouts were made by the Company’s peers, SMG included the realized gains and potential rewards forannualized them over the performance period to provide the full context in which compensation committees at 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 untilcould be expected to make their 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.

decisions. SMG also compared our historical total returns to stockholders (including share appreciation and dividends) to the comparable total returns of the peers for fiscal 20072008 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 includes the following 2322 public real estate companies in various sectors, including office, multi-family, shopping centers and diversified, with equity market capitalizations as of December 31, 2008 ranging between approximately $2 billion$300 million and $20$15 billion:

The more selective peer group, to which we refer in this discussion as the “selective office peer group,” is a subset of the first peer group and comprised ofincludes the following ten public REITs specializing in the office sector that more closely resemble our business model:

Alexandria Real Estate Equities, Inc.

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.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 other 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. This information was only used by SMG to ensure that there was not a material disparity between compensation levels paid in the public versus the private sectors and therefore was not included in the peer group analysis.

Compensation Consultant’s Conclusions.    SMG advised the Compensation Committee that both the expanded peer group and the selective office sector peer group generally have compensation programs comparable to ours,our compensation program, 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 theour peers also have outperformance programs in place. In late 2006, based on an extensive review performed by SMG, the Compensation Committee concluded that despite our superior market and 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 decisionsCommittee decided in early 2007 adoptedto adopt 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. This realignment in total compensation was planned over a two-year period such that following decisions made in January 2008, executive compensation would be at the desired levels.

SMG’sIn the fall of 2008, SMG presented its analysis of 2007 analysiscompensation levels and concluded that total compensation levels excluding(exclusive of outperformance awards, which are discussed separately,awards) for our named executive officers (Messrs. Zuckerman, E. Linde, D. Linde, Norville, Ritchey and LaBelle)other than Mr. LaBelle were still generally belowat the desired peer group averages,levels, assuming the Compensation Committee’s objective iscontinues to be to place them betweenat approximately the 75th percentile of the expanded peer group and the 80th60th to 70th percentiles of the combinedselective office peer groups.group. The Compensation Committee did not endeavor to set

Mr. LaBelle’s compensation at the same relative levels due to the comparatively short period he has served as Chief Financial Officer compared to his peers. More specifically, 20072008 base salaries were at approximately the 75th percentile of both sets of peerspeer groups for Messrs. Zuckerman and E. Linde, and between the 60th and the 65th percentiles of both sets of peerspeer groups for our presidentMessrs. D. Linde and executive vice presidents.Ritchey. Annual bonus awards with respect to 20062007 (which were paid in 2008) were between the 75th and the 80th percentiles of both sets of peerspeer groups for all named executive officers. Annualofficers other than Mr. LaBelle. Finally, annual long-term compensation awards with respect to 20062007 (which were granted in 2008) placed our named executive officers nearother than Mr. LaBelle between the middle50th and 75th percentiles of both sets of peers.

With respect to Mr. LaBelle, SMG advised the Compensation Committee that his base salary for 2008 was at approximately the 25th percentile for both sets of peers, while his cash bonus and long-term incentive compensation awards with respect to 2007 placed him below the 25th percentiles of both peer groups.

The Compensation Committee also received data on the aggregate compensation paid to our five most highly compensatednamed executive officers, compared to the aggregate compensation paid to the five most highly compensatedcomparable 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%75th to 80%80th percentile), except for Mr. LaBelle (below the 25th percentile).

In termsassessing management’s performance in 2008, the Compensation Committee began with the recognition of the impact of the global economic turmoil and credit crisis on the entire REIT sector, as evidenced by the following total return to stockholders (TRS), we ranked as follows within statistics, including our rank relative to the expanded and selective office peer groupsgroups:

Beginning in November 2008, SMG shared with the Compensation Committee its views on trends in executive compensation for 2008 in the REIT industry generally in light of the economic downturn, decreases in stock prices, the ongoing credit crisis and relativeother pressures. SMG expected total compensation for top executives of all REITs to decline, with REITs that experienced fundamental operating difficulties, including liquidity issues and cash flow deficiencies, reporting significantly larger decreases than REITs that experienced industry average market stock price declines, but maintained solid fundamentals. Within the Morgan Stanley REIT Indexselective office peer group, SMG anticipated incentive compensation overall to decrease by approximately 10% to 20% on average, with long-term equity awards generally accounting for a greater proportion of the decrease than annual cash bonuses. For companies with similar performance as Boston Properties, including stock price declines that, while significant, were generally in line with the median in their peer group, but whose operating performance (including earnings) and balance sheets were strong, SMG concluded that appropriate year-end compensation decision would reflect the following: (i) base salaries would likely be flat and (ii) overall incentive compensation (cash and non-cash) would decline between 5% and 15% year over year in the aggregate, allocated between cash bonuses and long-term equity compensation in varying proportions from company to company.

Based on SMG’s input, the Compensation Committee determined that it would be appropriate to make an assessment of how the management team as a whole performed during the year, and specifically how the team executed against changing operating and other strategies devised to address the rapidly evolving market conditions during the year. The Compensation Committee viewed the year as comprised of two distinct phases.

During the earlier part of the year management focused primarily on performance against the strategic direction set by the Board at the beginning of the year, which included the following quantitative goals:

As the credit crisis intensified and the SNL Office Index:operating environment turned increasingly negative during the latter part of the year, management focused principally on preserving and enhancing the Company’s liquidity, with the following principal accomplishments:

The Compensation Committee also took note of the following accomplishments during 2008:

In light of SMG’s peer group analysis and in recognitionthis assessment of our superior TRSmanagement’s performance, the Compensation Committee concluded in early 2007 that it should generallycontinue to target total compensation for our executive officers (other than Mr. LaBelle) in the top quartile of both the expanded and the selective office peer groups. Significant progress towards this realignmentBased on these considerations and the ranges of expected decline in totalincentive compensation with our peers was madeidentified by SMG within the peer groups based on a classification of companies in 2007. The balance was accomplished throughlight of their overall performance in a deteriorating market during 2008, the Compensation Committee determined that for the named executive officers other than Mr. LaBelle base salaries would remain unchanged, cash bonuses would be reduced by 6% from 2007 levels and long-term incentive compensation would be reduced between 13% and 15% from 2007 levels. These determinations reflected the Compensation Committee’s decisions madeassessment of each named executive officer’s performance discussed later in Januarythis report. In the case of Mr. LaBelle, the Compensation Committee took into account the additional responsibilities he assumed in 2008 as explained in detail below, based on SMG’sChief Financial Officer and sought to adjust his compensation recommendationswith a view to bringing it to appropriate peer group levels over a multi-year period.

The following table shows the amount of total compensation approved by the Compensation Committee for each of our named executive officers which were based onover the following criterialast three years, reflecting (other than for Mr. LaBelle) an increase in 2006 and objectives:2007 to bring them to the desired target level relative to peers and a decrease in 2008 in line with both the expanded and selective peer groups.

Individual Determinations.    To assist in its determination of individual compensation levels for our named executive officers, the Compensation Committee asked SMG to develop recommended ranges of total compensation, as well as allocationallocations among base salary, cash bonus and annual long-term incentive compensation, based on comparable executives within the expanded and selective office peer groups, taking into account job descriptions, years of experience, leadership roles and historical and expected contribution to different aspects of the business. The 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 of our named executive officers and individual determinations, as well as the materialsmaterial 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 held on October 21, 2008, November 20, 2007,25, 2008, December 3, 2007, January 9,15, 2008, January 14,December 22, 2008 and January 24, 2008,22, 2009, SMG presented a summary of historical compensation paid to the Company’s named executive officers compared to those holding similar titlesextensive data for each peer group, accompanied by detailed data consisting of executive by executive compensation broken down among its different components for 2006,2007, the latest year for which comprehensive data was publicly available on both the Company and its peers.available. 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.

TheFrom time to time, the Compensation Committee receivedrequests and receives from SMG detailed information regarding equity ownership value and dividend income relative to total compensation for chairmen and chief executive officers within the combined peer groups, as compared to those for Messrs. Zuckerman and E. Linde. The committee also receivedreceives from SMG detailed information for each named executive officer regarding the value of vested and unvested equity securities and amounts realized and realizable upon exercise of stock option

awards, as compared to comparable executives within the expanded and selective office peer groups. This information, however, did not affect the Compensation Committee’s compensation decisions with respect to 2007.2008.

Elements of Executive Compensation

The principal compensation elements used for our executives 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 January 2007, the Compensation Committee decided to align our executive compensation with 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 2007both January 2008 and January 2009 showed that base salaries for our named executive officers other than Mr. LaBelle are in line with ranges for comparable officers within both the expanded and the selective office peer groups, and recommended that 20082009 base salaries remain unchanged. The Compensation Committee concurred. In November 2007With the exception of Mr. LaBelle, who was promoted to Senior Vice President, Chief Financial Officer and Treasurer and is therefore now included amongin November 2007, our named executive officers. The Compensation Committee believed that Mr. LaBelle’s limited tenureofficers have not received an increase 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.since January 2007. As a result of the foregoing, on January 24, 200822, 2009 the Compensation Committee approved base salaries for 20082009 as follows:

Annual Cash Bonuses

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 also quantitative and subjective performance goals

that vary from executive to executive, depending on company-wide and/or regional responsibilities. The current design of our bonus program is such that quantitative goals established at the beginning of the year may change due to opportunistic activities and changed circumstances during the year. That was the case in 2008 as the economic downturn and ongoing credit crisis grew progressively worse during the year and required significant adjustments in the Company’s operating and capital strategy. The achievement of specific quantitative or subjective performance goals by our executives does not automatically entitle them to formulaic cash bonuses, as bonus awards are made at the discretion of the Compensation Committee. After the end of the 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 quantitative2008 goals for 2007 included:

The Compensation Committee noted that in 2007 the Company achieved the following:

In addition to the achievement of these corporate quantitative goals, the Compensation Committee took noteCommittee’s overall assessment of the following accomplishments during 2007:performance are discussed earlier in this report.

Though 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 relevant to their specific duties and responsibilities. These goals are both quantitative and qualitative and include the 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 the executive’s role within, and 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 the 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 the amount of 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,Prior to 2007, 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.began. Accordingly, in 2007, 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.awards and Mr. E. Linde’s total compensation was approximately 75% of Mr. Zuckerman’s. After requesting SMG to provide data comparing total compensation for the Company’s five most highly compensated officers to the same group at other comparable REITs, the Compensation Committee maintained this percentage in 2008. The Compensation Committee expects to continue to assess the evolving role of Mr. E. Linde and adjust this percentage accordingly. 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 entrybarrier-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 focused on the following accomplishments, among others:

Mr. LaBelle.    As a result of his promotion to Chief Financial Officer in November 2007, Mr. LaBelle was included in the group of executives whose compensation is set by the Compensation Committee for the first time in 2008. The committee sought input from Mr. D. Linde in light of his management of the selection process and working relationshipJanuary 2008 (i.e., with Mr. LaBelle, and Mr. D. Linde recommended that inrespect to fiscal 2007). In light of Mr. LaBelle’s short tenure in his position, Mr. LaBelle’s total compensation for 2007 was significantly less than that paid to substantially all of his peers (i.e., below the 10th percentile of both peer groups). Continuing the trend from 2007 to 2008, the Compensation Committee expects that, assuming satisfactory performance, Mr. LaBelle’s total compensation will increase at a greater rate than the other named executive officers over the next several years as Mr. LaBelle gains more experience and responsibilities in his new position and the committee moves to align his cash bonus should primarily reflectcompensation more closely with his outstandingpeers. In its assessment of Mr. LaBelle’s performance, in his prior role as Senior Vice President, Finance, with some additional recognition for his promotion. Thethe Compensation Committee concurred.focused on the following:

Based on its assessmenta review of corporate and individual performance, the Compensation Committee approved the following cash bonuses for 20072008 (payable in early 2008)2009):

Annual Long-Term Equity Incentives

The 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 whichthat provide more favorable tax treatment to the recipients than restricted stock (see“LTIP Units” below). We discontinued granting stock options in 2003 because the Compensation Committee believes that awards of restricted stock/LTIP units areprovide a bettermore effective tool than options to reward performance serve as a better retention tool, areand retain key employees, while being less dilutive and in general better serve the interests of our stockholders.

Annual equity awards 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 table sets forth the value of restricted stock/LTIP Unit Awardsunit awards granted to our named executive officers in January 2008,2009, with respect to our performance in 2007.2008. As discussed earlier, the value of these awards, together with base salaries and cash bonuses paid for 20072008 performance, are intended to provide our named executive officers (other than Mr. LaBelle) with total compensation at approximately the 75th percentile of the combined peer groups. These awards also reflect the Compensation Committee’s goal of increasing long-term incentive equity awards to constitute a majority of total compensation. The goals and assessments relevant to the Compensation Committee’s decision to make these awards are the same as those for cash bonus awards.

Pursuant to our Equity Award Grant Policy discussed below, suchthe awards were issued as of the close of business on February 1, 20082, 2009 based on the closing price per share of our common stock on the New York Stock Exchange on that date ($96.09)43.80) in the following amounts:

Implementation of 2008 Outperformance Program

Beginning in early 2007,In 2008, the Compensation Committee considered implementingimplemented 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:

Company’s closest peers. Recipients of 2008 outperformance awards willwould 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, 2008.2011. 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. Assuming no changes in the aggregate annual per share dividend through February 2011, the Company’s stock price would have to exceed $104.15 per share for recipients of 2008 outperformance awards to be eligible to earn any rewards.

The outperformance pool willwould consist of:of the sum 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 highergreater 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 Unitsunits (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 used a class of partnership interests in our Operating Partnership, called long term incentive plan units, or LTIP units, as a form of equity-based award for annual long-term incentive equity compensation. LTIP Unitsunits 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 Second 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 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 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 units 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 capital 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.

LTIP units are awarded in the alternative to restricted 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, an executive who received LTIP units 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 using LTIP units for equity-based awards (1) serves our objectives by increasing the after-tax value of a given equity grant 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 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 our recorded expense on account of equity-based compensation awards, and (5) further aligns the interests of executives with the interests of stockholders. Based on these considerations, we offer eligible officers and employees a choice between restricted stock and LTIP units on a one-for-one basis for their annual long-term equity compensation awards and have used LTIP units for 2008 outperformance awards.

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 had 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

We have entered into employment agreements (see“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 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(“PotentialSee “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 believed that our management team should be able to receive what it 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 parking in 20072008 was $160,558.$131,746. For our 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 20072008 was $10,592.$9,180. For our other executive officers, we provide a monthly car allowance of $750 and a designated parking space. 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 ““Nonqualified Deferred Compensation”Compensation” beginning on page 42.45.

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 ($225,000230,000 in 2007)2008)). 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 Compensation.

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 Compensation.

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

Frederick J. Iseman

David A. Twardock

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table sets forth the compensation paid for 2008, 2007 and 2006 to each of the named executive officers.

the amounts expensed in 2008 were determined in accordance with FAS 123R. The awards for which expense is shown in this table include the awards granted in 2008 described in the Grants of Plan-Based Awards table below, as well as awards granted in 2004, 2005, 2006 and 2007 for which we continued to recognize expense in 2008.

(6)

Represents the proportionate amount of the total fair value of common stock and LTIP unit awards recognized by us as an expense in 2007 for financial reporting purposes, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The fair values of these awards and the amounts expensed in 2007 were determined in accordance with FAS 123R. The awards for which expense is shown in this table include the awards granted in 2007, described in the Grants of Plan-Based Awards table below, as well as awards granted in 2003, 2004, 2005 and 2006 for which we continued to recognize expense in 2007.

(5)(7)

Represents the proportionate amount of the total fair value of common stock and LTIP unit awards recognized by us as an expense in 2006 for financial reporting purposes, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The fair values of these awards and the amounts

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, as well as awards granted in 2002, 2003, 2004 and 2005 for which we continued to recognize expense in 2006.

(6)(8)

A discussion of the assumptions used in calculating these values can be found in (1) Note 17 to our 2008 audited financial statements beginning on page 145 of our annual report on Form 10-K for the year ended December 31, 2008, (2) 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)and (3) 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 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, 2005.2006.

(7)(9)

The table below shows the components of “All Other Compensation” for 2007,2008, 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 NorvilleRitchey and the costs to the Company of providing parking spaces to each 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 and 2007 for Messrs. Zuckerman, E. Linde, D. Linde Norville and R. Ritchey were reported in our 2007 and 2008 proxy statements, respectively. The components of “All Other Compensation” for 2007 for Mr. LaBelle were reported in our 2008 proxy statement.

20072008 Grants of Plan-Based Awards

We have provided the following Grants of Plan-Based Awards table to provide additional information about stock awards granted to our named executive officers during the year ended December 31, 2007.2008.

distributions are paid on Boston Properties common stock and common units of our Operating Partnership, respectively. Grantees of restricted stock pay $0.01 per share and grantees of LTIP units pay $0.25 per unit. The awards vest over a four-year period with 25% vesting on each January 15 of each year beginning in 2008. January 15, 2009.

(2)(3)

The amounts included in this column represent the full grant date fair value of the restricted common stock and LTIP unit awards and 2008 OPP Awards computed in accordance with FAS 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 20072008 audited financial statements beginning on page 128145 of our annual report on Form 10-K for the year ended December 31, 2007.2008.

Outstanding Equity Awards at December 31, 20072008

The following table below shows the outstanding equity awards held by our named executive officers as of December 31, 2007.2008.