Edgar Filing: BOSTON PROPERTIES INC

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

BOSTON PROPERTIES, INC.
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(Name of Registrant as Specified In Its Charter)

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[BOSTON PROPERTIES LOGO APPEARS HERE]

March 29, 2002

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
Boston Properties, Inc. This year's meeting will be held on Wednesday, May 1,
2002 at 11:00 a.m., local time, at 599 Lexington Avenue, Conference Room 2E,
New York, New York.

The attached proxy statement, with formal notice of the meeting on the first
page, describes the matters expected to be acted upon at the meeting. We urge
you to review these materials carefully and to use this opportunity to take
part in the affairs of Boston Properties by voting on the matters described in
this proxy statement. We hope that you will be able to attend the meeting. At
the meeting we will review our operations, report on 2001 financial results and
discuss our plans for the future. Our directors and management team will be
available to answer questions.

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

We look forward to seeing you at the meeting.

Sincerely,

/s/ Mortimer B. Zuckerman
Mortimer B. Zuckerman
Chairman of the Board

/s/ Edward H. Linde
Edward H. Linde
President and Chief Executive Officer

[BOSTON PROPERTIES LOGO APPEARS HERE]

BOSTON PROPERTIES, INC.

111 Huntington Avenue
Suite 300
Boston, MA 02199-7610

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 1, 2002

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The 2002 annual meeting of stockholders of Boston Properties, Inc. will be
held on Wednesday, May 1, 2002 at 11:00 a.m., local time, at 599 Lexington
Avenue, Conference Room 2E, New York, New York. At the annual meeting,
stockholders will vote upon the following proposals:

1. To elect two Class II directors, each to serve for a three-year term.

2. To ratify the selection of PricewaterhouseCoopers LLP as our independent
accountants for the fiscal year ending December 31, 2002.

3. To consider and act upon one stockholder proposal concerning the annual
election of directors.

4. To consider and act upon one stockholder proposal concerning the repeal
of our shareholder rights plan.

5. To consider and act upon one stockholder proposal concerning non-audit
activities of independent accountants.

6. To consider and act upon any other matters that may properly be brought
before the annual meeting and at any adjournments or postponements
thereof.

You may vote if you were a stockholder of record as of the close of business
on March 13, 2002. If you do not plan to attend the meeting and vote your
common shares in person, please vote in one of the following ways:

. Use the toll-free telephone number shown on your proxy card (this call
is free in the U.S. and Canada);

. Go to the Website address shown on your proxy card and vote via the
Internet; or

. Mark, sign, date and promptly return the enclosed proxy card in the
postage-paid envelope.

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

By Order of the Board of Directors

/s/ William J. Wedge
WILLIAM J. WEDGE, ESQ.
Secretary

March 29, 2002

TABLE OF CONTENTS

Page
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING........................................... 1
What is the purpose of the annual meeting?............................................ 1
Who is entitled to vote?.............................................................. 1
Can I attend the meeting?............................................................. 1
What constitutes a quorum?............................................................ 1
How do I vote?........................................................................ 2
Will other matters be voted on at the annual meeting?................................. 2
Can I revoke my proxy instructions?................................................... 2
What other information should I review before voting?................................. 3
PROPOSAL 1: ELECTION OF DIRECTORS........................................................ 3
Introduction.......................................................................... 3
Vote Required......................................................................... 3
Recommendation........................................................................ 3
Information Regarding the Nominees, Other Directors and Executive Officers............ 3
The Board of Directors and Its Committees............................................. 7
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS......................... 8
Recommendation........................................................................ 8
PROPOSAL 3: STOCKHOLDER PROPOSAL......................................................... 9
Annual Election of Directors.......................................................... 9
Boston Properties' Statement in Opposition............................................ 9
Vote Required......................................................................... 10
Recommendation........................................................................ 10
PROPOSAL 4: STOCKHOLDER PROPOSAL......................................................... 10
Shareholder Rights Plan............................................................... 10
Boston Properties' Statement in Opposition............................................ 10
Vote Required......................................................................... 11
Recommendation........................................................................ 11
PROPOSAL 5: STOCKHOLDER PROPOSAL......................................................... 12
Non-Audit Services of Independent Accountants......................................... 12
Boston Properties' Statement in Opposition............................................ 12
Vote Required......................................................................... 14
Recommendation........................................................................ 14
PRINCIPAL AND MANAGEMENT STOCKHOLDERS.................................................... 15
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS......................................... 18
Director Compensation................................................................. 18
Executive Compensation................................................................ 18
Summary Compensation Table............................................................ 18
Option Grants for Fiscal Year 2001.................................................... 21
Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option Values. 21
Employment and Noncompetition Agreements.............................................. 22
Severance Agreements.................................................................. 23
Stock Performance Graph............................................................... 23
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.................................. 24
Compensation Committee Interlocks and Insider Participation........................... 27
Section 16(a) Beneficial Ownership Reporting Compliance............................... 27
AUDIT COMMITTEE REPORT................................................................... 27

Page
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INFORMATION ABOUT OUR INDEPENDENT ACCOUNTANTS............................ 28
Audit Fees............................................................ 28
Financial Information Systems Design and Implementation Fees.......... 28
All Other Fees........................................................ 28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................... 29
The MBZ Charitable Remainder Trust Purchase of Shares from Prudential. 29
Secured Lending Transactions.......................................... 29
Carnegie Center Acquisitions and Development.......................... 29
Indebtedness of Management............................................ 29
Leasing Commissions................................................... 29
OTHER MATTERS............................................................ 30
Expenses of Solicitation.............................................. 30
Stockholder Proposals for Annual Meetings............................. 30

[BOSTON PROPERTIES LOGO APPEARS HERE]

March 29, 2002

BOSTON PROPERTIES, INC.

111 Huntington Avenue
Suite 300
Boston, MA 02199-7610

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PROXY STATEMENT

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This proxy statement and the enclosed proxy card are being mailed to
stockholders on or about March 29, 2002 and are furnished in connection with
the solicitation of proxies by the Board of Directors of Boston Properties,
Inc. for use at the 2002 annual meeting of stockholders of Boston Properties to
be held on Wednesday, May 1, 2002 at 11:00 a.m., local time, at 599 Lexington
Avenue, Conference Room 2E, New York, New York, and at any adjournments or
postponements thereof.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is the purpose of the annual meeting?

At the annual meeting, stockholders will act upon the matters set forth in
the accompanying notice of meeting, including the election of directors,
ratification of the selection of our independent accountants, and consideration
of three stockholder proposals, one concerning the annual election of
directors, one concerning the repeal of our shareholder rights plan and one
concerning non-audit activities of independent accountants.

Who is entitled to vote?

If our records show that you were a stockholder as of the close of business
on March 13, 2002, which is referred to 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 on the record date. Each outstanding share of common stock
entitles its holder to cast one vote for each matter to be voted upon.

Can I attend the meeting?

All stockholders of record of Boston Properties' shares of common stock at
the close of business on the record date, or their designated proxies, are
authorized to attend the annual meeting. Each stockholder or proxy will be
asked to present a form of valid picture identification, such as a driver's
license or passport.

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 91,117,571 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 or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote such shares and 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 by Proxy Holders for Shares Registered Directly in the Name of the
Stockholder. If you hold your shares in your own name as a holder of record,
you may instruct the proxy holders named in the enclosed proxy card how to vote
your common shares by using the toll-free telephone number, the Internet
Website listed on the proxy card or by signing, dating and mailing the proxy
card in the postage-paid envelope that has been provided to you by Boston
Properties.

. Vote by Telephone. If you hold your common shares in your own name as a
holder of record, you may vote by telephone by calling the toll-free
number listed on the accompanying proxy card. Telephone voting is
available 24 hours a day until 11:59 p.m. on April 30, 2002. When you call
you will receive a series of voice instructions which will allow you to
vote your common shares. A control number, located above the registration
line of your proxy card, verifies your identity as a stockholder and
allows you to vote your common shares and confirm that your voting
instructions have been recorded properly. IF YOU VOTE BY TELEPHONE, YOU DO
NOT NEED TO RETURN YOUR PROXY CARD.

. Vote by Internet. You also have the option to vote via the Internet. The
Website for Internet voting is printed on your proxy card. Internet voting
is available 24 hours a day until 11:59 p.m. on April 30, 2002. As with
telephone voting, you will be given the opportunity to confirm that your
instructions have been properly recorded. IF YOU VOTE VIA THE INTERNET,
YOU DO NOT NEED TO RETURN YOUR PROXY CARD.

. Vote by Mail. If you would like to vote by mail, mark your proxy card,
sign and date it, and return it to EquiServe in the postage-paid envelope
provided.

. Vote in Person. If you are a registered stockholder and attend the annual
meeting, you may deliver your completed proxy card in person.

Voting by Proxy Holders for Shares Registered in the Name of a Brokerage
Firm or Bank. If your common shares are held by a broker, bank or other
nominee (i.e., in "street name"), you will receive instructions from your
nominee which you must follow in order to have your common shares voted.
"Street name" stockholders who wish to vote in person at the meeting will need
to obtain a proxy form from the broker, bank or other nominee that holds their
common shares of record.

Will other matters be voted on at the annual meeting?

We are not now 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, proxies will be voted in accordance with the best judgment of the
proxy holders.

Can I revoke my proxy instructions?

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

. filing a written revocation with the Secretary of Boston Properties at the
following address: 111 Huntington Avenue, Suite 300, Boston, Massachusetts
02199-7610;

. filing a duly executed proxy bearing a later date; or

. appearing in person and voting by ballot at the annual meeting.

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 other information should I review before voting?

For your review, our 2001 annual report, including a copy of our annual
report filed with the Securities and Exchange Commission (the "SEC") on Form
10-K and financial statements for the fiscal year ended December 31, 2001, is
being mailed to stockholders concurrently with this proxy statement. The annual
report, however, is not part of the proxy solicitation material.

PROPOSAL 1: ELECTION OF DIRECTORS

Introduction

Our Board of Directors currently consists of seven members who are divided
into three classes. At the annual meeting, two Class II directors will be
elected to serve until the 2005 annual meeting or until their respective
successors are duly elected and qualified.

Our Board of Directors has nominated Alan J. Patricof and Martin Turchin to
serve as the Class II directors. The nominees are currently serving as
directors of Boston Properties. Our Board of Directors anticipates that the
nominees will serve, if elected, as directors. However, if any persons
nominated by our Board of Directors is unable to accept election, the proxies
will be voted for the election of such other person or persons as our Board of
Directors may recommend. Our Board of Directors will consider a nominee for
election to our Board of Directors recommended by a stockholder of record if
the stockholder submits the nomination in compliance with the requirements of
our by-laws.

Vote Required

Directors must be 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, although they will be counted when
determining whether there is a quorum.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THEIR NOMINEES,
ALAN J. PATRICOF AND MARTIN TURCHIN. PROXIES SOLICITED BY THE BOARD WILL BE
VOTED FOR 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 two nominees for re-election as Class II directors at the annual
meeting, each director who is not up for election and the executive officers
who are not directors, based on information furnished to Boston Properties by
each director and executive officer. The following information is correct as of
February 1, 2002.

Nominees for Election as Directors--Term Expiring 2002

Alan J. Patricof. Mr. Alan J. Patricof has been a director since June 23,
1997. Mr. Patricof is Chairman of the Board of Directors of Apax Partners,
Inc.--formerly Patricof & Co. Ventures, the company he founded in 1969. He also
serves as a director of CoreComm Limited, Johnny Rockets Group and NTL. In
addition, he currently serves on The Board of Trustees of Columbia University
Graduate School of Business, Continuum Health Partners, East Hampton Historical
Society and the Drama School Board of Governors of the Actors Studio Division
of New York University. He is a member of the Council on Foreign Relations and
the New York Administrative Committee of Fleet National Bank. Mr. Patricof
received a BS in finance from Ohio State University and an MBA from Columbia
University Graduate School of Business. He is 67 years old.

Martin Turchin. Mr. Martin Turchin has been a director since June 23, 1997.
Since 1985, Mr. Turchin has served as Vice-Chairman of Insignia/ESG, Inc., a
subsidiary of Insignia Financial Group, one of the nation's largest commercial
real estate brokerage, consulting and management firms. Prior to joining
Insignia/ESG, Inc., he spent 14 years with Kenneth E. Laub & Company, Inc.
where he was involved in real estate acquisition, financing, leasing and
consulting. Mr. Turchin has more than 30 years experience as a commercial real
estate broker, consultant and advisor and has been involved in some of the
largest real estate transactions in the United States. During his career, he
has orchestrated more than 50 million square feet of real estate transactions.
Mr. Turchin is a three time recipient of the Real Estate Board of New York's
"Most Ingenious Deal of the Year Award" and a recipient of the "Robert T.
Lawrence Award." Mr. Turchin holds a BS from City College of the University of
New York and a JD from St. John's Law School. He is 60 years old.

Incumbent Directors--Term Expiring 2003

Edward H. Linde. Mr. Edward H. Linde serves as President, Chief Executive
Officer and has been a director since June 23, 1997. 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
a trustee of the Boston Symphony Orchestra and a director of Jobs for
Massachusetts. He is also a member of the Board of Directors of the John
Hancock Life Insurance Company. Mr. Linde received a BS in Civil Engineering
from MIT in 1962 and an MBA from Harvard Business School, where he was a Baker
Scholar, in 1964. He is 60 years old. His son, Douglas T. Linde, serves as our
Senior Vice President, Chief Financial Officer and Treasurer.

Ivan G. Seidenberg. Mr. Ivan G. Seidenberg has been a director since June
23, 1997. Mr. Seidenberg serves as the President and Chief Executive Officer of
Verizon Communications. Mr. Seidenberg also served as President and Co-Chief
Executive Officer from August 2000 until March 31, 2002. Mr. Seidenberg served
as the Chairman and Chief Executive Officer for Bell Atlantic since 1998. Mr.
Seidenberg is a member of the Board of Directors of Honeywell International,
Wyeth, CVS, Pace University, The Museum of Television and Radio, The National
Urban League, The New York Hall of Science, The New York Hospital, Verizon
Communications and Viacom. Mr. Seidenberg received a BA in mathematics from
City University of New York and an MBA from Pace University. He is 55 years old.

Incumbent Directors--Term Expiring 2004

Mortimer B. Zuckerman. Mr. Mortimer B. Zuckerman serves as Chairman of our
Board of Directors 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. Mr. Zuckerman serves as a trustee for New York University, a
trustee of Memorial Sloan-Kettering Cancer Institute and a member of the
Council on Foreign Relations and the International Institute for Strategic
Studies. He serves on the Advisory Board of the Graduate School of Journalism
at the University of California, Berkeley. He is currently serving as Chairman
of the Conference of Presidents of Major American Jewish Organizations. 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 is a member of the J.P. Morgan
National Advisory Board, and a member of the Board of Directors of Applied
Graphics Technologies, Loews Cineplex and the Center for

Communications. 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, and a past president of the Board of Trustees of
the Dana Farber Cancer Institute in Boston. 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. Mr. Zuckerman
was awarded the Commandeur De L'Ordre des Arts et des Lettres by the government
of France. He is 64 years old.

Alan B. Landis. Mr. Alan B. Landis has been a director since June 30, 1998.
He also serves as the Chief Executive Officer of The Landis Group, a real
estate development and management organization which was the developer of the
Carnegie Center. Since 1967, Mr. Landis has held various positions with The
Landis Group or its predecessors. He has served as the Co-Chairman and Trustee
of the Foundation Fighting Blindness Celebrity Golf Classic since 1988 and has
been appointed to the Advisory Board to Prevent Child Abuse. He was named a
trustee to the Hun School at Princeton in 1988. Mr. Landis has been the
recipient of several awards, including The Urban Land Institute Award for
Excellence, The American and National Planning Association Awards, The American
Institute of Architects Award for Precedent Setting Achievements in Land Use
and Development, The American Society of Landscape Architects Environmental
Enhancement Award, The National Association of Industrial Office Parks Impact
Award/Developer of the Year Award, the MSM Community Development Award and the
Israel Peace Medal. He received a BS in Accounting from New York University in
1965. He is 58 years old. Mr. Landis was appointed to the Board of Directors
pursuant to a directorship agreement in connection with our acquisition of a
portfolio of properties in New Jersey. We agreed that the Board of Directors
will nominate Mr. Landis for re-election as a director at each annual meeting
of stockholders in a year in which his term expired as long as Mr. Landis
(together with parties related to him) continue to beneficially own at least
one percent of the aggregate number of outstanding shares of common stock and
units of limited partnership interest in Boston Properties Limited Partnership.
Additionally, Mr. Landis must comply with the policies of our Board of
Directors and attend a certain number of the meetings of our Board of
Directors. Mr. Landis' brother, Mitchell S. Landis, serves as Senior Vice
President and Manager of our Princeton office.

Richard E. Salomon. Mr. Richard E. Salomon has been a director since
November 12, 1998. He is President of Mecox Ventures, a private investment
company. Mr. Salomon was an officer of the investment advisory firm, Spears,
Benzak, Salomon & Farrell from 1982 until 2000. Mr. Salomon serves as Senior
Advisor to Mr. David Rockefeller. He represented Rockefeller interests on the
Executive Committee of Embarcadero Center from 1977 until 1998. In addition, he
is Chairman of the Advisory Board of Blackstone Alternative Asset Management.
He is a director of Strategic Hotel Capital. He is a trustee of the Museum of
Modern Art, The New York Public Library and Rockefeller University. Mr. Salomon
serves as the Chairman of the Investment Committee of Rockefeller University
and is a member of the Investment Committee at The Council of Foreign
Relations, The New York Public Library, the Museum of Modern Art and the Sloan
Foundation. He received a BA from Yale University in 1964 and an MBA from
Columbia University Graduate School of Business in 1967. He is 59 years old.

Executive Officers Who Are Not Directors

Robert E. Burke. Mr. Robert E. Burke serves as Executive Vice President for
Operations, with responsibility for administrative policy and day-to-day
control of our operations. Prior to his appointment in April 1998 to this
position, he served for 12 years as Senior Vice President and Co-Manager of our
Washington, D.C. office. He joined us in 1979 to open our Washington D.C. area
office, serving as General Manager in charge of operations of that office until
1998. Prior to 1979, Mr. Burke spent over seven years as General Manager of the
development of the John Fitzgerald Kennedy Library Corporation. He received
dual degrees in 1960 when he earned a BS from Bates College and a Bachelor of
Civil Engineering degree from Rensselaer Polytechnic Institute. He is 64 years
old.

Raymond A. Ritchey. Mr. Raymond A. Ritchey serves as Executive Vice
President, Head of our Washington, D.C. office 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
51 years old.

Douglas T. Linde. Mr. Douglas T. Linde serves as Senior Vice President,
Chief Financial Officer and Treasurer. He previously served as Senior Vice
President for Financial and Capital Markets. Mr. Linde oversees the accounting,
control and financial management departments and is also responsible for
capital raising, financial strategy, planning and acquisitions. In addition,
Mr. Linde has played a key role in our acquisition program, including the
purchase and financing of the Prudential Center in Boston, the Embarcadero
Center in San Francisco, the Carnegie Center Portfolio in Princeton, New
Jersey, University Place in Cambridge, Massachusetts, Reservoir Place in
Waltham, Massachusetts and most recently, the development of 5 Times Square in
New York City and 111 Huntington Avenue, Boston, Massachusetts. He joined us in
January 1997 as Vice President of Acquisitions and New Business to help
identify and execute acquisitions and to develop new business opportunities.
Prior to joining us, 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,
Washington. He began his career in the real estate industry with Salomon
Brothers' Real Estate Finance Group. Mr. Linde received a BA from Wesleyan
University in 1985 and an MBA from Harvard Business School in 1989. Mr. Linde
is on the Board of Overseers for the Beth Israel Deaconess Medical Center and
serves on the Finance Committee and is a director of the Boston Municipal
Research Bureau. He is 38 years old. Mr. Linde's father, Edward H. Linde,
serves as our President, Chief Executive Officer and a director.

Bryan J. Koop. Mr. Bryan J. Koop serves as Senior Vice President and
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 1982-1999 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 Parks). Mr. Koop received
a BBA in 1980 and an MBA in 1982 from Texas Christian University. He is 43
years old.

Mitchell S. Landis. Mr. Mitchell S. Landis serves as Senior Vice President
and Manager of our Princeton office. Prior to his appointment in February 2001
to this position, he served as Vice President and Manager of our Princeton
office. He is responsible for overseeing development, leasing and management
for the Carnegie Center and Tower Center assets and for the pursuit of new
business opportunities in the region. Mr. Landis joined Boston Properties in
June 1998 when the assets of The Landis Group, for whom he was Chief Operating
Officer, were acquired. For 19 years prior to that, he owned and operated
Landis Food Services, a restaurant franchisor 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 for a masters degree in Economics
in 1975. He is 51 years old. Mr. Landis' brother, Alan B. Landis, serves as a
member of our Board of Directors.

E. Mitchell Norville. Mr. E. Mitchell Norville serves as Senior Vice
President and Manager of our Washington, D.C. office. He is in charge of all
development activities as well as being responsible for all administrative,
project, construction and property management activities for our Washington
D.C. office, with a staff of more than 200 people. From 1994 to 1998, he served
as Senior Vice President and Senior Project Manager of our Washington, D.C.
office, with responsibilities for various project developments. Mr. Norville
has been directly responsible for over four million square feet of new
development and renovation projects. He received a BS in Mechanical Engineering
from Clemson University in 1980 and an MBA from the University of Virginia in
1984. He is 43 years old.

Robert E. Pester. Mr. Robert E. Pester serves as Senior Vice President and
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 the Gateway Center in South San
Francisco 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, California, 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 billion in real estate assets.
From 1980 to 1989, he was a leading commercial real estate broker with Cushman
& Wakefield in northern California, where he last served as Vice President. He
is a 1979 graduate of the University of California at Santa Barbara with a BA
in economics and political science. He is 45 years old.

Robert E. Selsam. Mr. Robert E. Selsam serves as Senior Vice President and
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. He is a board member of the New York Building
Congress, is Executive Vice President and past Co-Chairman of the Associated
Builders and Owners of Greater New York, Treasurer of the East Midtown Business
Improvement District, and a trustee of Phipps Houses and the Salvadori Center.
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 55
years old.

The Board of Directors and Its Committees

Board of Directors. Boston Properties is managed by a seven member Board of
Directors, a majority of whom are independent of our management. Our Board of
Directors is divided into three classes, and the members of each class of
directors serve for staggered three-year terms. Our Board of Directors is
composed of three Class I directors (Messrs. Zuckerman, Landis and Salomon),
two Class II directors (Messrs. Patricof and Turchin) and two Class III
directors (Messrs. Linde and Seidenberg). The terms of the Class III and Class
I directors will expire upon the election and qualification of directors at the
annual meetings of stockholders held in 2003 and 2004, respectively. At each
annual meeting of stockholders, directors will be re-elected or elected for a
full term of three years to succeed those directors whose terms are expiring.

Our Board of Directors met five times in 2001. Each of the directors
attended at least 75% of the aggregate of (i) the total number of meetings of
our Board of Directors and (ii) the total number of meetings of all committees
of our Board of Directors on which the director served.

Audit Committee. Our Board of Directors has established an Audit Committee
consisting of Messrs. Patricof (Chairman), Salomon and Seidenberg. The Audit
Committee makes recommendations concerning the engagement of independent public
accountants, reviews with the independent public accountants the scope and
results of the audit engagement, approves professional services provided by the
independent public accountants, reviews the independence of the independent
public accountants, considers the range of audit and non-audit fees, and
reviews the adequacy of our internal accounting controls. Each member of the
audit committee is "independent" as that term is defined in the rules of the
Securities and Exchange Commission and the applicable listing standards of the
New York Stock Exchange. The Audit Committee met six times during 2001.

Compensation Committee. Our Board of Directors has established a
Compensation Committee consisting of Messrs. Seidenberg (Chairman), Patricof
and Turchin. The Compensation Committee exercises all powers of our Board of
Directors in connection with compensation matters, including incentive
compensation and benefit plans. The Compensation Committee also has authority
to grant awards under the 1997 Stock Option and Incentive Plan, as amended (the
"1997 Stock Plan"). The Compensation Committee met three times during 2001.

Our Board of Directors has also established (1) a Special Transactions
Committee, the members of which are Messrs. Zuckerman and Linde, which may
approve acquisitions, dispositions, financings and refinancings below $25
million and may approve refinancings over $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, Linde and Turchin, which
may approve acquisitions, dispositions, financings and refinancings equal to
$25 million or greater but less than $200 million and may approve refinancings
over $200 million if the existing debt is increasing by less than $200 million.
The Special Transactions Committee did not meet but took action by written
consent twelve times in 2001. The Significant Transactions Committee did not
meet but took action by written consent two times in 2001.

Boston Properties does not have a standing nominating committee. Our full
Board of Directors performs the function of such a committee.

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.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

Our Board of Directors, upon the recommendation of the Audit Committee, has
selected the accounting firm of PricewaterhouseCoopers LLP to serve as
independent accountants of Boston Properties for the fiscal year ending
December 31, 2002. PricewaterhouseCoopers LLP has served as our independent
accountants since our initial public offering of common stock in June 1997 and
is considered by management of Boston Properties to be well qualified. We have
been advised by that firm that neither it nor any member thereof has any
financial interest, direct or indirect, in Boston Properties or any of its
subsidiaries in any capacity. A representative of PricewaterhouseCoopers LLP
will be present at the annual meeting, will be given the opportunity to make a
statement if he or she so desires and will be available to respond to
appropriate questions.

Although Boston Properties is not required to submit the ratification and
approval of the selection of our independent accountants to a vote of
stockholders, our Board of Directors believes that it is sound policy to do so.
In the event that the vote of the majority of shares present and entitled to
vote on the proposal are against the selection of PricewaterhouseCoopers LLP,
the directors will consider the vote and the reasons therefore in future
decisions on the selection of independent accountants.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

PROPOSAL 3: STOCKHOLDER PROPOSAL

Annual Election of Directors

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, record holder of 100 shares of common stock
of Boston Properties, has given formal notice that she will introduce the
following resolution at the forthcoming annual meeting and has furnished the
following statements in support of her proposal:

RESOLVED: "That the stockholders of Boston Properties recommend that the
Board of Directors take the necessary steps to instate the election of
directors ANNUALLY, instead of the stagger system which was recently adopted."

REASONS: "The great majority of New York Stock Exchange listed corporations
elect all their directors each year."

"This insures that ALL directors will be more accountable to ALL
shareholders each year and to a certain extent prevents the self-perpetuation
of the Board."

"Last year the owners of 40,580,594 shares, representing approximately 61.8%
of shares voting, voted FOR this proposal."

"If you AGREE, please mark your proxy FOR this resolution."

Boston Properties' Statement in Opposition

Identical proposals were considered by the stockholders at the 2000 annual
meeting of stockholders and at the 2001 annual meeting of stockholders. At the
2000 annual meeting, the proposal received the affirmative vote of 50.43% of
the total votes cast, which represented 34.7% of the outstanding shares
entitled to vote. At last year's annual meeting, the proposal received the
affirmative vote of 62% of the total votes cast, which represented 45.2% of the
outstanding shares entitled to vote. The proposals were recommendations that
the Board of Directors take the necessary steps to instate the annual election
of directors. The steps necessary to eliminate the classified board are: (i)
adoption of an amendment to our Certificate of Incorporation by the Board of
Directors; and (ii) approval of the amendment by the affirmative vote of not
less than 75% of the outstanding shares entitled to vote. The Board of
Directors carefully considered whether to begin the process to amend the
Certificate of Incorporation, but for the reasons noted below, decided that it
was not in the best interests of Boston Properties or our stockholders to do so.

The Board of Directors continues to believe that the staggered system of
electing directors provides important benefits to Boston Properties:

. The staggered system provides continuity and stability of experienced
directors on our Board of Directors since a majority of the directors will
always have prior experience as directors of Boston Properties and will be
familiar with our business strategies and operations.

. In the event of any unfriendly or unsolicited proposal to take over or
restructure Boston Properties, the staggered system would enhance
management's ability to negotiate in the best interests of all
stockholders by affording Boston Properties time to negotiate with the
sponsor, to consider alternative proposals, and to assure that stockholder
value is maximized.

In addition, the Board of Directors believes that directors who are elected
to three-year terms are just as accountable to stockholders as directors who
are elected on an annual basis. Under applicable law, the directors owe to the
stockholders fiduciary duties which do not depend on how often they are
elected. The Board of Directors believes that this proposal is not in the best
interest of Boston Properties or its stockholders.

Vote Required

The affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on this proposal is
required for adoption of this resolution. Abstentions shall be included in
determining the number of shares present and entitled to vote on the proposal,
thus having the effect of a vote against the proposal. Broker non-votes are not
counted in determining the number of shares present and entitled to vote and
will therefore have no effect on the outcome.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED AGAINST THIS PROPOSAL UNLESS
INSTRUCTIONS TO THE CONTRARY ARE GIVEN.

PROPOSAL 4: STOCKHOLDER PROPOSAL

Shareholder Rights Plan

The Service Employees International Union ("SEIU"), 1313 L Street, N.W.,
Washington D.C., 20005, record holder of 89 shares of common stock of Boston
Properties, has given formal notice that it will introduce the following
resolution at the forthcoming annual meeting and has furnished the following
statements in support of their proposal:

RESOLVED: "The shareholders of Boston Properties, Inc. request the Board of
Directors redeem the shareholder rights issued in June 1997 unless such
issuance is approved by the affirmative vote of the outstanding shareholders,
to be held as soon as is practicable."

SUPPORTING STATEMENT: "On June 16, 1997, the Board of Directors of Boston
Properties, Inc. issued, without shareholder approval, certain shareholder
rights pursuant to a Shareholder Rights Plan. These rights are a type of
anti-takeover device, commonly referred to as a 'poison pill,' which injure
shareholders by reducing management accountability and adversely affecting
shareholder value.

While management and the Board of Directors should have the appropriate
tools to ensure that all shareholders benefit from any proposal to acquire the
Company, the future possibility of takeover does not justify the unilateral
imposition of a poison pill. As Nell Minow and Robert Monks note in their book
Power and Accountability, poison pills 'amount to major de facto shifts of
voting rights away from shareholders to management, on matters pertaining to
the sale of the corporation. They give target boards of directors absolute veto
power over any proposed business combination, no matter how beneficial it might
be for the shareholders.'

Rights plans like ours have become increasingly unpopular in recent years.
Last year, a majority of shareholders at Boston Properties, Airborne,
Burlington Northern Santa Fe, Maytag, Pitney Bowes, Inc., and McDermott
International, Inc. among others, voted in favor of proposals asking management
to redeem or repeal poison pills. In addition, the Council of Institutional
Investors-an organization of large corporate and public pension plans-calls for
shareholder approval of all poison pills in its Shareholder Bill of Rights.

To assure shareholders that management and Board of Directors respect the
right of shareholders to participate in the fundamental decisions that affect
the Company's governance and performance, we urge the Company to redeem the
Shareholder Rights Plan or subject it to a vote as soon as may be practical."

Boston Properties' Statement in Opposition

Last year, an identical proposal was considered by the stockholders and
received the affirmative vote of 71% of the total votes cast, which represented
52% of the outstanding shares entitled to vote. Last year's proposal was a
recommendation that the Board of Directors take the necessary steps to redeem
the shareholder rights. The Board of Directors carefully considered whether to
redeem the shareholder rights and terminate the

Shareholder Rights Agreement, but for the reasons noted below, decided that it
was not in the best interests of Boston Properties or our stockholders to do so.

The Shareholder Rights Agreement was adopted at the time of our initial
public offering to provide our stockholders with the opportunity to benefit
from our long-term prospects and value and to ensure that our stockholders
receive fair and equal treatment in the event of any proposed takeover of
Boston Properties. The adoption of the Shareholder Rights Agreement by the
Board of Directors fulfilled the Board's responsibility under Delaware law to
manage and direct the business and affairs of Boston Properties and, as a legal
matter, did not require stockholder approval.

The Shareholder Rights Agreement is designed to encourage a potential
acquiror to negotiate directly with our Board, which we believe is in the best
position to negotiate on behalf of all stockholders. The Shareholder Rights
Agreement does not change the fiduciary standards to be followed by the Board
in responding to a takeover bid. The Board must continue to evaluate a proposal
for its merits and determine whether, in the Board's business judgment, the bid
is in the best interests of all the stockholders and consistent with our
long-term business plan and strategy. The Shareholder Rights Agreement is not
intended to prevent a takeover of Boston Properties; it is intended to provide
protection from abusive and coercive tactics that frequently occur in takeover
attempts. The Shareholder Rights Agreement is designed to ensure that our
stockholders receive fair and equal treatment in the event of an unsolicited
bid and to guard against partial tender offers and other abusive takeover
tactics designed to gain control without paying fair value. The Shareholder
Rights Agreement induces a bidder for Boston Properties to negotiate with the
Board of Directors and thus strengthens the Board's bargaining power on behalf
of all stockholders.

The benefits of a shareholder rights plan were validated in a November, 1997
study prepared by Georgeson & Company, Inc., a leading investor relations firm.
In relevant part, the Georgeson study concluded:

. premiums paid to acquire companies with shareholder rights plans were on
average eight percentage points higher than premiums paid for target
companies without rights plans;

. rights plans contributed an additional $13 billion in shareholder value
during the last five years and shareholders of acquired companies without
rights plans give up $14.5 billion in potential premiums;

. the presence of a rights plan did not increase the likelihood of
withdrawal of a friendly takeover bid nor the defeat of a hostile one; and

. rights plans did not reduce the likelihood of a company becoming a
takeover target.

As described above, the Shareholder Rights Agreement is a powerful tool to
protect the interests of all stockholders. Our Board of Directors continues to
believe that the Shareholder Rights Agreement is a very effective device to
ensure that our Board, not a potential bidder, controls the timing of the
consideration of a takeover bid and empirical evidence suggests that
shareholder rights plans like ours better position boards of directors to
negotiate the best price for all stockholders.

Vote Required

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED AGAINST THIS PROPOSAL UNLESS
INSTRUCTIONS TO THE CONTRARY ARE GIVEN.

PROPOSAL 5: STOCKHOLDER PROPOSAL

Non-Audit Services of Independent Accountants

The Carpenters Pension and Annuity Fund of Philadelphia & Vicinity (the
"Carpenters"), 1803 Spring Garden Street, Philadelphia, Pennsylvania
19130-3998, record holder of 3,100 shares of common stock of Boston Properties,
has given formal notice that it will introduce the following resolution at the
forthcoming annual meeting and has furnished the following statements in
support of their proposal:

RESOLVED: "That the shareholders of Boston Properties, Inc. ("Company")
request that the Board of Directors adopt a policy stating that the public
accounting firm retained by our Company to provide audit services, or any
affiliated company, should not also be retained to provide non-audit services
to our Company."

STATEMENT OF SUPPORT: "The role of independent auditors in ensuring the
integrity of the financial statements of public corporations is fundamentally
important to the efficient and effective operation of the financial markets.
The U.S. Securities and Exchange Commission recently stated:

Independent auditors have an important public trust. Investors must
be able to rely on issuer's financial statements. It is the auditor's
opinion that furnishes investors with critical assurance that the
financial statements have been subjected to a rigorous examination by
an objective, impartial, and skilled professional, and that
investors, therefore, can rely on them. If investors do not believe
that an auditor is independent of a company, they will derive little
confidence from the auditor's opinion and will be far less likely to
invest in that public company's securities. (Division of Corporate
Finance, Staff Legal Bulletin #14, 7/13/01) ("Bulletin #14")

It is critically important to the integrity of the auditing process and the
confidence of investors that those firms performing audits for public
corporations avoid business relationships that might compromise their
independence or raise the perception of compromised judgment. At the heart of
the challenge to auditor independence is the growing level of business and
financial relationships developing between audit firms and their clients.
Bulletin #14 identifies these growing business relationship that threaten
auditor independence:

Accounting firms have woven an increasingly complex web of business
and financial relationships with their audit clients. The nature of
the non-audit services that accounting firms provide to their audit
clients has changed, and the revenues from these services have
dramatically increased.

The growth of non-audit revenues represents a trend that has been
accelerating dramatically in the last several years, with non-audit fees for
consulting or advisory services exceeding audit fees at many companies. Our
Company is in the category of companies that pays its audit firm more for
non-audit advisory services than it does for audit services. The Company's most
recent proxy statement indicated that for the fiscal year ended December 31,
2000, PricewaterhouseCoopers LLP billed $291,000 for audit services, while
billing $1,400,000 for non-audit services rendered.

We believe that this financial 'web of business and financial relationships'
may at a minimum create the perception of a conflict of interest that could
result in a lack of owner and investor confidence in the integrity of the
Company's financial statements. As long-term shareowners, we believe that the
best means of addressing this issue is to prohibit any audit firm retained by
our Company to perform audit services from receiving payment for any non-audit
services performed by the firm. We urge your support for this resolution
designed to protect the integrity of the Company's auditing and financial
reporting processes."

Boston Properties' Statement in Opposition

Our Board of Directors, and Audit Committee, are closely following the
ongoing debate on auditor independence to make sure that Boston Properties
takes all necessary action to maintain the confidence of our

stockholders and of the financial markets. However, the public debates have
often failed to distinguish between situations where outside auditors are
engaged to perform consulting services unrelated to auditing ("consulting
services"), from situations where outside auditors perform audit-related or
income tax compliance and related tax services ("audit-related services"). This
is a very important distinction. Boston Properties does not retain its outside
independent accountants PricewaterhouseCoopers LLP to perform consulting
services. We do, however, rely on them to perform a number of audit-related
services as follows:

2001 2000
---------- ----------

Audit Fees................................................................... $ 276,000 $ 291,000
Audit-Related Services
Audits required by lenders, joint venture agreements, tenants and employee
benefit plan requirements.................................................. 268,850 218,000
Accounting assistance for new accounting standards and potential transactions 278,047 229,843
Comfort letters, consents, Rule 3-14 audits (property acquisitions) and
assistance with documents filed with the SEC............................... 93,150 243,250
Assessment of internal controls and processes................................ -- 159,005
---------- ----------
Subtotal.................................................................. 640,047 850,098
---------- ----------
Income Tax Compliance and Related Tax Services
Review of tax returns........................................................ 129,850 81,725
Tax planning and research.................................................... 140,625 265,385
REIT and other compliance matters............................................ 43,950 21,810
Tax assistance for potential transactions.................................... 152,750 120,025
Sales and use tax examinations............................................... 88,850 63,127
---------- ----------
Subtotal.................................................................. 556,025 552,072
---------- ----------
Total........................................................................ $1,196,072 $1,402,170
========== ==========

Many of these services are so closely linked to the audit of our financial
statements that our independent accountants are best suited to provide them,
and are often the only service provider who can provide them. In addition, as a
REIT we must comply with the tax requirements of subchapter M (sections 856
through 860) of the Internal Revenue Code of 1986, as amended, involving
factual determinations with which our independent accountants are familiar. Our
REIT status is central to the integrity of our financial statements and to our
performance. Our auditors, management and stockholders must be assured at all
times of our compliance with REIT requirements. It is therefore both practical
and appropriate for us to engage our independent accountants with respect to
tax compliance and planning matters.

In February 2001, the SEC, in revising the standard of auditor independence,
identified nine specific non-audit activities which have the potential to
impair an auditor's independence. Boston Properties has not in the past
retained our independent accountants to perform any of these nine non-audit
services. In addition, to provide investors with all relevant information, the
SEC now requires companies to disclose "audit fees" and "all other fees" paid
to auditors. For purposes of this disclosure requirement the SEC adopted a very
narrow definition of "audit fees" and made no distinctions within the broad
category of "other fees." This disclosure framework has had two negative
side-effects: (i) it created a mistaken perception that most auditors earn
disproportionately large amounts from their audit clients for services
unrelated to auditing; and (ii) it caused an assumption that all non-audit fees
fall into the problematic category of payments for consulting services.
Anything that falls outside auditing falls within the broad category of "other
fees" regardless of whether paid for consulting engagements or for
audit-related tasks, such as tax compliance and planning or assistance with SEC
filings. We attempted to clarify our relationship with our independent
accountants by giving our stockholders detailed disclosure of the kinds of
services they perform and the fees we pay for each of those services.

Until this point, the stockholders of Boston Properties have put the
decisions regarding the use of independent accountants in the hands of
management and our Board of Directors. The determination how to best

allocate tasks among different accounting and other professional service
providers is an important component of our management's and Board of Directors'
responsibilities. We do not believe that the retention of discretion in this
area undermines our ability to monitor and ensure the independence of our
auditors. In its 2001 announcement on auditor independence, the SEC also
recognized it is appropriate to leave basic responsibility for maintaining
auditor independence to management and directors. Our management and Audit
Committee continually evaluate the performance of our independent accountants
in both its auditing and audit-related services, the fees paid for all such
services, and the compatibility of the audit-related services with the
maintenance of their independence. Additionally, our independent accountants
have internal control procedures in place to ensure that its audits are
conducted in an objective and impartial manner.

We believe it would not be in the interest of Boston Properties and our
stockholders to impose an absolute prohibition on our outside independent
accountants performing audit-related services.

Vote Required

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED AGAINST THIS PROPOSAL UNLESS
INSTRUCTIONS TO THE CONTRARY ARE GIVEN.

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

The following table shows the amount of common stock and units of
partnership interest in the Operating Partnership beneficially owned as of
February 1, 2002 by:

. each director;

. the Chairman of the Board, the Chief Executive Officer and the three most
highly compensated executive officers of Boston Properties each of whose
compensation exceeded $100,000 during the fiscal year ended December 31,
2001 (the "named executive officers");

. all directors and executive officers of Boston Properties as a group; and

. each person known by Boston Properties to hold more than 5% of our
outstanding common stock.

On February 1, 2002, there were 90,861,222 shares of our common stock
outstanding, 20,211,440 common units of limited partnership interests in the
Operating Partnership ("common units") outstanding, each of which is redeemable
for one share of Boston Properties' common stock (if Boston Properties elects
to issue common stock rather than pay cash upon such redemption), 2,478,183
Series One preferred units outstanding, each of which is currently convertible
into 0.88889 common units and 650,876 Series Z preferred units outstanding,
each of which was subsequently converted into an equal number of common units
on March 6, 2002. The number of common shares "beneficially owned" by each
stockholder is determined under rules issued by the SEC regarding the
beneficial ownership of securities. This information is not necessarily
indicative of beneficial ownership for any other purpose. Under these rules,
beneficial ownership of common stock includes (i) any shares as to which the
individual or entity has sole or shared voting power or investment power and
(ii) any shares which could be purchased by the exercise of options at or
within 60 days of February 1, 2002. Boston Properties has opted to include in
this proxy statement the beneficial ownership of common units and Series One
preferred units even though ownership of such units does not constitute
beneficial ownership of common stock under Rule 13d-3, because, pursuant to
section 8.6 of the limited partnership agreement of the Operating Partnership,
the holder of the common units and Series One preferred units does not have the
right to require Boston Properties to exchange the common units or Series One
preferred units for shares of common stock.

Beneficial ownership does not include (i) our Series Two preferred units and
Series Three preferred units, which are not convertible into common units until
December 31, 2002, or (ii) our Series A preferred stock, which is not
convertible into common stock until December 31, 2002.

Percentage
Number of of All
Shares Common Percent
and Units Stock of All
Name and Business Address Beneficially and Common
Of Beneficial Owner* Owned Units(1) Stock(2)
------------------------- ------------- ---------- --------

Directors and Executive Officers

Mortimer B. Zuckerman(3)................... 8,900,206.00 7.36% 9.04%
Edward H. Linde(4)......................... 11,397,630.00 9.94 11.47
Alan B. Landis(5).......................... 1,568,762.38 1.38 1.70
Alan J. Patricof(6)........................ 27,500.00 ** **
Richard E. Salomon(7)...................... 17,500.00 ** **
Ivan G. Seidenberg(8)...................... 23,000.00 ** **
Martin Turchin(9).......................... 28,500.00 ** **
Robert E. Burke(10)........................ 678,550.00 ** **
Raymond A. Ritchey(11)..................... 848,075.00 ** **
Douglas T. Linde(12)....................... 316,016.87 ** **

5% Holders

Cohen & Steers Capital Management, Inc.(13) 8,007,395.00 7.07% 8.81%
LaSalle Investment Management, Inc.(14).... 5,491,300.00 4.85 6.04

All directors and executive officers as group (15 persons) 24,697,689.89 21.80% 27.18%

--------
* Unless otherwise indicated, the address is c/o Boston Properties, Inc., 111
Huntington Avenue, Suite 300, Boston, Massachusetts 02199-7610.
** Less than 1%
(1) Assumes that all common units, Series One preferred units (on an as
converted basis) and Series Z preferred units (on an as converted basis)
held by the person are presented to Boston Properties for redemption and
acquired by Boston Properties for shares of common stock and that all of
their exercisable options or options which become exercisable within 60
days of February 1, 2002 to acquire shares of common stock are exercised.
The total number of shares used in calculating this percentage assumes that
all of the common units, Series One preferred units (on an as converted
basis), and Series Z preferred units (on an as converted basis) outstanding
held by all persons other than Boston Properties are presented to Boston
Properties for redemption and acquired by Boston Properties for shares of
common stock and assumes that only exercisable options or options which
become exercisable within 60 days of February 1, 2002 held by such person
to acquire shares of common stock are exercised.
(2) Assumes that all the common units, Series One preferred units (on an as
converted basis), and Series Z preferred units (on an as converted basis)
held by the person are presented to Boston Properties for redemption and
acquired by Boston Properties for shares of common stock and that all of
their exercisable options or options which become exercisable within 60
days of February 1, 2002 to acquire shares of common stock are exercised.
The total number of shares of common stock outstanding used in calculating
the percentage assumes that none of the common units, Series One preferred
units (on an as converted basis), and Series Z preferred units (on an as
converted basis) held by other persons are presented to Boston Properties
for redemption and acquired by Boston Properties for shares of common stock
and assumes that only the exercisable options or options which become
exercisable within 60 days of February 1, 2002 held by the person to
acquire shares of common stock are exercised.
(3) Includes 1,291,770 shares of common stock held directly, 6,215,294 common
units held directly and 46,474 common units held by limited partnerships.
Also includes 1,146,668 currently exercisable stock options and 200,000
shares of common stock issuable upon the exercise of stock options that
will become exercisable within 60 days of February 1, 2002. Excludes
1,806,842 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.
(4) Includes 1,070,171 shares of common stock held directly, 29,000 shares of
common stock held through a trust, 3,869,526 common units held directly,
1,823,557 common units held through trusts, 46,474 common units held by
limited partnerships, 1,146,668 currently exercisable stock options and
200,000 shares of common stock issuable upon the exercise of stock options
that will become exercisable within 60 days of February 1, 2002. Also
includes 1,806,842 shares of common stock held by The MBZ Charitable
Remainder Unitrust, of which Mr. Edward H. Linde serves as sole trustee and
1,405,392 common units held by The MBZ 1996 Trust, of which Mr. Edward H.
Linde serves as sole trustee.
(5) Includes 189,512 Series One preferred units held directly, 1,187,244 Series
One preferred units held by a partnership of which Mr. Landis is the
general partner, various corporations of which Mr. Landis is the sole
stockholder, and various family trusts and 17,500 currently exercisable
stock options. Also includes 368,412 Series One preferred units held by Mr.
Landis' wife. Mr. Landis is deemed to own directly or indirectly
1,551,262.38 common units into which these Series One preferred units so
held are convertible. Mr. Landis disclaims beneficial ownership of the
Series One preferred units held by his wife. Excludes 3,503.40 deferred
stock units which were awarded under the 1997 Stock Plan to non-employee
directors who elected to receive such awards in lieu of director
compensation fees and are to be settled in shares of common stock upon the
holders' retirement from our Board of Directors.
(6) Includes 5,000 shares of common stock and 22,500 currently exercisable
stock options. Excludes 4,729.59 deferred stock units which were awarded
under the 1997 Stock Plan to non-employee directors who elected to receive
such awards in lieu of director compensation fees and are to be settled in
shares of common stock upon the holders' retirement from our Board of
Directors.
(7) Includes 17,500 currently exercisable stock options, but excludes 83,728.43
Series Two preferred units held directly and 45,094.70 Series Two preferred
units held by trusts and an estate of which Mr. Salomon is a

co-executor. These Series Two preferred units represent preferred units of
limited partnership interest in the Operating Partnership which will be
convertible into 169,063.16 common units beginning on December 31, 2002.
Excludes 3,339.64 deferred stock units which were awarded under the 1997
Stock Plan to non-employee directors who elected to receive such awards in
lieu of director compensation fees and are to be settled in shares of
common stock upon the holders' retirement from our Board of Directors.
(8) Includes 500 shares of common stock and 22,500 currently exercisable stock
options. Excludes 4,715.38 deferred stock units which were awarded under
the 1997 Stock Plan to non-employee directors who elected to receive such
awards in lieu of director compensation fees and are to be settled in
shares of common stock upon the holders' retirement from our Board of
Directors.
(9) Includes 5,500 shares of common stock held directly, 500 shares of common
stock held through a trust and 22,500 currently exercisable stock options.
Excludes 4,435.07 deferred stock units which were awarded under the 1997
Stock Plan to non-employee directors who elected to receive such awards in
lieu of director compensation fees and are to be settled in shares of
common stock upon the holders' retirement from our Board of Directors.
(10) Includes 248,244 common units held directly, 37,547 common units held by a
limited liability company of which Mr. Burke is the managing member, 379
common units held by Mr. Burke's wife, 348,334 currently exercisable stock
options and 33,333 shares of common stock issuable upon the exercise of
stock options that will become exercisable within 60 days of February 1,
2002. Also includes awards of 3,571 shares of restricted stock granted on
January 17, 2002, 3,571 shares of restricted stock granted on January 18,
2001 and 3,571 shares of restricted stock granted on January 24, 2000, all
under the 1997 Stock Plan, of which 2,144 are vested. Each award vests in
five equal annual installments beginning on January 17, 2003, January 18,
2002 and January 24, 2001, respectively. The value of the restricted stock
awards as of December 31, 2001 is $407,094. Mr. Burke disclaims beneficial
ownership of the common units held by his wife.
(11) Includes 250,570 common units held directly, 35,244 common units held by a
limited liability company of which Mr. Ritchey is the managing member, 356
common units held by Mr. Ritchey's wife, 495,834 currently exercisable
stock options and 50,000 shares of common stock issuable upon the exercise
of stock options that will become exercisable within 60 days of February
1, 2002. Also includes awards of 5,357 shares of restricted stock granted
on January 17, 2002, 5,357 shares of restricted stock granted on January
18, 2001 and 5,357 shares of restricted stock granted on January 24, 2000,
all under the 1997 Stock Plan, of which 3,216 are vested. Each award vests
in five equal annual installments beginning on January 17, 2003, January
18, 2002 and January 24, 2001, respectively. The value of the restricted
stock awards as of December 31, 2001 is $610,698. Mr. Ritchey disclaims
beneficial ownership of the common units held by his wife.
(12) Includes 387.87 shares of common stock held directly, 3,500 shares of
common stock held through family trusts, 56,830 common units held
directly, 221,668 currently exercisable stock options and 21,666 shares of
common stock issuable upon the exercise of stock options that will become
exercisable within 60 days of February 1, 2002. Also includes awards of
5,357 shares of restricted stock granted on January 17, 2002, 3,929 shares
of restricted stock granted on January 18, 2001 and 2,679 shares of
restricted stock granted on January 24, 2000, all under the 1997 Stock
Plan, of which 1,857 are vested. Each award vests in five equal annual
installments beginning on January 17, 2003, January 18, 2002 and January
24, 2001, respectively. The value of the restricted stock awards as of
December 31, 2001 is $454,670. Mr. Douglas T. Linde disclaims beneficial
ownership of the shares of common stock held by his wife.
(13) Information regarding Cohen & Steers Capital Management, Inc. ("CSCM") is
based solely on a Schedule 13G filed by CSCM with the SEC on February 13,
2002. CSCM's address is 757 Third Avenue, New York, New York 10017.
(14) Information regarding LaSalle Investment Management, Inc. ("LaSalle") is
based solely on a Schedule 13G filed by LaSalle with the SEC on February
19, 2002 and a Schedule 13G/A filed by LaSalle with the SEC on February
27, 2002 which both indicate the presence of a "group" with LaSalle and
LaSalle Investment Management (Securities), L.P. ("LIMS") for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
("Exchange Act"). The Schedule 13G and Schedule 13G/A report beneficial
ownership of 1,402,308 shares of common stock by LaSalle and beneficial
ownership of 4,088,992 shares of common stock by LIMS. The address of both
LaSalle and LIMS is 200 East Randolph Drive, Chicago, Illinois 60601.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Director Compensation

Directors of Boston Properties who are also employees receive no additional
compensation for their services as directors. During 2001, Boston Properties
paid its non-employee directors a quarterly director fee of $7,500 for their
services. In addition, non-employee directors receive: (i) a fee of $1,000 for
each Board of Directors meeting attended, (ii) an additional fee of $1,000 for
each committee meeting attended, whether or not the committee meeting was held
on the day of a meeting of our Board of Directors and (iii) a fee of $1,000 for
each telephonic meeting attended. The chairman of each committee received a fee
of $2,000 per committee meeting attended, whether or not the committee meeting
was held on the day of a meeting of our Board of Directors. Each non-employee
director has made an election, in accordance with the 1997 Stock Plan and
approved by the Board of Directors, to receive in lieu of cash fees deferred
stock units to be settled in shares of common stock upon the person's
retirement from our Board of Directors. Non-employee directors also are
reimbursed for reasonable expenses incurred to attend Board of Directors and
committee meetings. The 1997 Stock Plan provides that each new non-employee
director will receive, upon initial election to our Board of Directors, a
non-qualified option to purchase 10,000 shares of common stock. In addition,
the 1997 Stock Plan provides that each non-employee director, on the 5th day
after each annual meeting of stockholders, will receive a non-qualified option
to purchase 5,000 shares of common stock. Pursuant to this provision, on May 9,
2001, Messrs. Landis, Patricof, Salomon, Seidenberg and Turchin each received a
non-qualified option to purchase 5,000 shares of common stock. All such options
become exercisable over the two-year period following the date of grant.

Executive Compensation

Summary Compensation Table. The following table sets forth the compensation
paid for 1999, 2000 and 2001 to the Chairman of the Board, the Chief Executive
Officer and each of the three other named executive officers.

Summary Compensation Table

Annual Compensation Long-Term Compensation Awards
------------------- ---------------------------------------
Securities Restricted
Underlying Stock All Other
Salary Bonus Options Awards Compensation
Name and Principal Position Year ($) ($) (#) ($)(5) ($)(15)
--------------------------- ---- -------- -------- ---------- ---------- ------------

Mortimer B. Zuckerman.................. 2001 $500,000 -- -- -- $10,344
Chairman.............................. 2000 500,000 $500,000 1,000,000(1) -- 144
1999 416,667 -- -- -- 144
Edward H. Linde........................ 2001 $500,000 -- -- -- $ 144
President, Chief Executive Officer.... 2000 500,000 $500,000 1,000,000(1) -- 144
1999 441,667 -- -- -- 144
Robert E. Burke........................ 2001 $383,333 $211,750 75,000(2) $134,627(6) $10,344
Executive Vice President.............. 2000 363,750 325,000 75,000(3) 145,518(7) 10,344
1999 350,000 262,500 75,000(4) 108,692(8) 4,144
Raymond A. Ritchey..................... 2001 $397,083 $220,000 112,500(2) $201,959(9) $10,344
Executive Vice President.............. 2000 363,750 365,000 112,500(3) 218,298(10) 10,344
1999 342,500 315,000 112,500(4) 163,054(11) 4,144
Douglas T. Linde....................... 2001 $295,000 $210,000 112,500(2) $201,959(12) $10,344
Senior Vice President, Chief Financial 2000 239,167 300,000 82,500(3) 160,107(13) 10,344
Officer and Treasurer................. 1999 230,000 207,000 56,250(4) 81,542(14) 4,144

--------
(1) As discussed in the Compensation Committee Report included elsewhere in
this proxy statement, this long-term incentive award is intended to cover
a three-year period in recognition of Mr. Zuckerman's and Mr. Edward H.
Linde's contribution to the performance of Boston Properties. One-third of
these options vest on each of the first, second and third anniversary of
the date of grant. The date of grant was February 2, 2001, and the
exercise price was $42.12 per share, the fair market value of a share of
common stock on the date of grant.
(2) These options were granted in recognition of services during fiscal year
2001. One-third of these options vest on each of the first, second and
third anniversary of the date of grant. The date of grant was January 17,
2002 and the exercise price was $37.70 per share, the fair market value of
a share of common stock on the date of grant.
(3) These options were granted in recognition of services during fiscal year
2000. One-third of these options vest on each of the first, second and
third anniversary of the date of grant. The date of grant was January 18,
2001, and the exercise price was $40.75 per share, the fair market value
of a share of common stock on the date of grant.
(4) These options were granted in recognition of services during fiscal year
1999. One-third of these options vest on each of the first, second and
third anniversary of the date of grant. The date of grant was January 24,
2000, and the exercise price was $30.4375 per share, the fair market value
of a share of common stock on the date of grant.
(5) Restricted stock is awarded under the 1997 Stock Plan or by our Board of
Directors. Restricted stock awards are reflected based on the fair market
value of the shares of common stock awarded on the date of grant
calculated using the closing market price of our common stock on that date
as reported on the New York Stock Exchange. Dividends are payable on the
restricted stock to the same extent and on the same date as dividends are
paid on our common stock.
(6) Mr. Burke received an award of 3,571 shares of restricted stock under the
1997 Stock Plan. The date of grant was January 17, 2002 and the fair
market value of a share of common stock on the date of grant was $37.70.
One-fifth of these shares vest on each of the first, second, third,
fourth, and fifth anniversary of the award date. The value of the
restricted stock as of December 31, 2001 was $135,698 based on the closing
market price as reported on the New York Stock Exchange on December 31,
2001 of $38.00.
(7) Mr. Burke received an award of 3,571 shares of restricted stock under the
1997 Stock Plan. The date of grant was January 18, 2001 and the fair
market value of a share of common stock on the date of grant was $40.75.
One-fifth of these shares vest on each of the first, second, third, fourth
and fifth anniversary of the award date. The value of the restricted stock
as of December 29, 2000 was $155,338.50 based on the closing market price
as reported on the New York Stock Exchange on December 29, 2000 of $43.50.
(8) Mr. Burke received an award of 3,571 shares of restricted stock under the
1997 Stock Plan. The date of grant was January 24, 2000 and the fair
market value of a share of common stock on the date of grant was $30.4375.
One-fifth of these shares vest on each of the first, second, third, fourth
and fifth anniversary of the award date. The value of the restricted stock
as of December 31, 1999 was $111,147.38 based on the closing market price
as reported on the New York Stock Exchange on December 31, 1999 of $31.125.
(9) Mr. Ritchey received an award of 5,357 shares of restricted stock under
the 1997 Stock Plan. The date of grant was January 17, 2002 and the fair
market value of a share of common stock on the date of grant was $37.70.
One-fifth of these shares vest on each of the first, second, third,
fourth, and fifth anniversary of the award date. The value of the
restricted stock as of December 31, 2001 was $203,566 based on the closing
market price as reported on the New York Stock Exchange on December 31,
2001 of $38.00.
(10) Mr. Ritchey received an award of 5,357 shares of restricted stock under
the 1997 Stock Plan. The date of grant was January 18, 2001 and the fair
market value of a share of common stock on the date of grant was $40.75.
One-fifth of these shares vest on each of the first, second, third, fourth
and fifth anniversary of the award date. The value of the restricted stock
as of December 29, 2000 was $233,029.50 based on the closing market price
as reported on the New York Stock Exchange on December 29, 2000 of $43.50.
(11) Mr. Ritchey received an award of 5,357 shares of restricted stock under
the 1997 Stock Plan. The date of grant was January 24, 2000 and the fair
market value of a share of common stock on the date of grant was $30.4375.
One-fifth of these shares vest on each of the first, second, third, fourth
and fifth anniversary of the

award date. The value of the restricted stock as of December 31, 1999 was
$166,736.63 based on the closing market price as reported on the New York
Stock Exchange on December 31, 1999 of $31.125.
(12) Mr. Douglas T. Linde received an award of 5,357 shares of restricted stock
under the 1997 Stock Plan. The date of grant was January 17, 2002 and the
fair market value of a share of common stock on the date of grant was
$37.70. One-fifth of these shares vest on each of the first, second,
third, fourth, and fifth anniversary of the award date. The value of the
restricted stock as of December 31, 2001 was $203,566 based on the closing
market price as reported on the New York Stock Exchange on December 31,
2001 of $38.00.
(13) Mr. Douglas T. Linde received an award of 3,929 shares of restricted stock
under the 1997 Stock Plan. The date of grant was January 18, 2001 and the
fair market value of a share of common stock on the date of grant was
$40.75. One-fifth of these shares vest on each of the first, second,
third, fourth, and fifth anniversary of the award date. The value of the
restricted stock as of December 29, 2000 was $170,911.50 based on the
closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $43.50.
(14) Mr. Douglas T. Linde received an award of 2,679 shares of restricted stock
under the 1997 Stock Plan. The date of grant was January 24, 2000 and the
fair market value of a share of common stock on the date of grant
$30.4375. One-fifth of these shares vest on each of the first, second,
third, fourth, and fifth anniversary of the award date. The value of the
restricted stock as of December 31, 1999 was $83,383.88 based on the
closing market price as reported on the New York Stock Exchange on
December 31, 1999 of $31.125.
(15) Includes Boston Properties' matching contribution under our 401(k) plan
(up to $10,200 per individual in 2001 and 2000 and $4,000 per individual
in 1999), and our cost of term life insurance (approximately $144, $144
and $144 per individual in 2001, 2000, and 1999, respectively). No named
executive officer received personal benefits or perquisites in excess of
the lesser of $50,000 or 10% of his aggregate salary and bonus.

Option Exercises and Year-End Holdings. The following table provides
certain information with respect to stock options granted by Boston Properties
in recognition of services rendered in fiscal year 2001 to the Chairman of the
Board, the Chief Executive Officer and each of the three other named executive
officers pursuant to the 1997 Stock Plan. All stock options were granted at an
exercise price equal to the fair market value on the date of grant. The
Chairman of the Board and the Chief Executive Officer did not receive any
option grants in fiscal year 2001, however, the three other named executive
officers received a grant of options on January 17, 2002. The closing price of
the common stock on January 17, 2002, the date of grant, was $37.70. One-third
of these options vest on each of the first, second and third anniversary of the
date of grant.

Option Grants for Fiscal Year 2001

Individual Grants
---------------------------------
Percent of
Total Options Exercise
Options Granted To or
Granted Employees in Base Price Expiration Grant Date
Name (#) Fiscal Year(1) ($/Sh) Date Valuation(2)
---- ------- -------------- ---------- ---------- ------------

Robert E. Burke... 75,000 5.37% $37.70 1/17/12 $320,925
Raymond A. Ritchey 112,500 8.05 37.70 1/17/12 481,388
Douglas T. Linde.. 112,500 8.05 37.70 1/17/12 481,388

--------
(1) A total of 1,397,000 options were granted to employees of Boston Properties
on January 17, 2002.
(2) Calculated using the Black-Scholes pricing model. The assumptions used in
determining the present value of the option grant using this methodology
are as follows: expected option life of 6 years; risk-free interest rate of
4.97%; 20% volatility since our initial public offering; 6.31% dividend
yield; exercise price of $37.70 and a closing price of common stock on the
date of grant of $37.70. The actual value, if any, that the holders of
these options may realize will depend on the continued employment of the
holders of these options through the vesting period and the excess of the
market price over the exercise price on the date the option is exercised.
Therefore, there is no assurance that the value realized by a holder will
be at or near the value estimated by the Black-Scholes pricing model, which
is based on assumptions as to the variables of stock price volatility,
future dividend yield, interest rates and other factors.

Aggregated Option Exercises in the Last Fiscal Year
and Fiscal Year-End Option Values

The following table sets forth the aggregated number of options to purchase
shares of common stock exercised by the Chairman of the Board, the Chief
Executive Officer and each of the three other named executive officers in 2001
and the number of shares of common stock covered by the stock options held by
each of these officers as of December 31, 2001. The value of unexercised
in-the-money options is based on the closing price of a share of common stock,
as reported on the New York Stock Exchange, on December 31, 2001 of $38.00,
minus the exercise price, multiplied by the number of shares underlying the
options. An option is "in-the-money" if the fair market value of the shares of
common stock underlying the option exceeds the option exercise price.

Number of Securities Value of Unexercised
Underlying in-the-Money
Unexercised Options at Options at
Year-End(#) Year-End($)
------------------------- ---------------------------
Shares
Name and Acquired on Value
Principal Position Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
------------------ ----------- ----------- ----------- ------------- ------------- -------------

Mortimer B. Zuckerman........... -- -- 813,334 1,506,666 $4,948,342.00 $2,836,658.00
Chairman........................

Edward H. Linde................. -- -- 813,334 1,506,666 4,948,342.00 2,836,658.00
President, Chief Executive
Officer.........................

Robert E. Burke................. -- -- 298,334 211,666 2,246,568.38 1,225,619.13
Executive Vice President........

Raymond A. Ritchey.............. -- -- 420,834 191,666 3,023,185.75 1,665,095.50
Executive Vice President........

Douglas T. Linde................. -- -- 175,418 168,332 1,253,058.63 730,547.00
Senior Vice President, Chief
Financial Officer and Treasurer

EMPLOYMENT AND NONCOMPETITION AGREEMENTS

Mr. Edward H. Linde, as President and Chief Executive Officer, has an
employment and noncompetition agreement with Boston Properties. Pursuant to his
employment agreement, during the term of the agreement, Mr. Linde will devote
substantially all of his business time to the business and affairs of Boston
Properties. The term of the employment agreement is three years beginning on
the closing of our initial public offering with automatic one-year renewals
thereafter unless notice of termination is given 30 days prior to the end of
the initial term or renewal term by either Mr. Linde or Boston Properties. Mr.
Linde receives an annual base salary of $500,000 and is eligible for bonus
compensation, including stock options, to be determined in the discretion of
our Board of Directors. Mr. Linde's employment with us may be terminated for
"cause" by Boston Properties for (1) gross negligence or willful misconduct,
(2) an uncured breach of any of his material duties under the employment
agreement, (3) fraud or other conduct against the material best interests of
Boston Properties, or (4) a conviction of a felony if such conviction has a
material adverse effect on Boston Properties. Mr. Linde may terminate his
employment for "good reason," which includes (1) a substantial adverse change
in the nature or scope of his responsibilities and authority under his
employment agreement or (2) an uncured breach by Boston Properties of any of
its material obligations under his employment agreement. If Mr. Linde's
employment is terminated by us "without cause" or by Mr. Linde for "good
reason," then Mr. Linde will be entitled to a severance amount equal to the
product of (x) his base salary plus prior year's bonus multiplied by (y) the
number of full and fractional years that the noncompetition agreement described
below is in effect (but in any event at least one year's base salary plus prior
year's bonus).

The employment agreement prohibits Mr. Linde while he is a director or an
officer of Boston Properties and for one year thereafter from (1) engaging,
directly or indirectly, in the acquisition, development, construction,
operation, management, or leasing of any commercial real estate property, (2)
intentionally interfering with our relationships with our tenants, suppliers,
contractors, lenders or employees or with any governmental agency, or (3)
soliciting our tenants or employees. Pursuant to his employment agreement,
however, Mr. Linde may engage in minority interest passive investments which
include the acquisition, holding, and exercise of voting rights associated with
investments made through (1) the purchase of securities that represent a
non-controlling, minority interest in an entity or (2) the lending of money,
but without management of the property or business to which such investment
directly or indirectly relates and without any business or strategic
consultation with such entity. In addition, Mr. Linde may participate as an
officer or director of any charitable organization. The period that this
noncompetition agreement is in effect may be terminated prematurely by Boston
Properties, which will reduce the severance amount payable to Mr. Linde. In
addition, his employment agreement provides that the noncompetition provision
shall not apply if Mr. Linde's employment is terminated following certain
changes of control of Boston Properties; in such event, the severance amount
payable to Mr. Linde will be determined by reference to the period of time that
the noncompetition provision would have been in effect in the absence of such a
change of control.

Messrs. Burke, Ritchey and Selsam have employment agreements with Boston
Properties similar to that of Mr. Linde, except that the geographic scope of
their noncompetition provisions is limited to the markets of Boston Properties
at the time of termination of their employment. In addition, Mr. Zuckerman is a
party to an agreement with Boston Properties that contains noncompetition
provisions of the same scope and duration as the noncompetition provisions of
Mr. Linde's employment agreement. Boston Properties will continue to be subject
during the term of Mr. Selsam's employment to an agreement dated August 10,
1995 pursuant to which (1) he is eligible to receive commissions of 33.33% of
any leasing commission received by Boston Properties in connection with the
lease of 90 Church Street, New York, New York and (2) he is paid 5% of the
management fees earned on the same property. Mr. Selsam did not receive any
commissions, but did receive $17,423.10 in management fees for fiscal year 2001.

SEVERANCE AGREEMENTS

Boston Properties entered into severance agreements with each of Mr.
Zuckerman and Mr. Edward H. Linde on July 30, 1998. The severance agreements
provide for severance benefits to Mr. Zuckerman and Mr. Linde in the event of
their termination under certain circumstances within 24 months following a
"change in control." In the event a "terminating event" occurs within 24 months
following a "change in control," Mr. Zuckerman and Mr. Linde will receive a
lump sum amount equal to $3,000,000 if the date of termination is in the year
1998, $3,300,000 if the date of termination is in the year 1999, and $3,630,000
if the date of termination is in year 2000 or later. Health, dental and life
insurance benefits are provided for three (3) years following termination.
Finally, the severance agreements provide for tax protection in the form of
excise tax gross-up as well as financial counseling, tax preparation assistance
and outplacement counseling.

We adopted the Boston Properties, Inc. Senior Executive Severance Plan
(referred to as the senior plan) in order to reinforce and encourage the
continued attention and dedication of the Executive Vice Presidents, the Chief
Financial Officer and the Regional Office Heads. The senior plan provides for
the payment of severance benefits to each such executive officer in the event
of termination under certain circumstances within 24 months following a "change
in control" of up to three (3) times such executive officers' annual base
salary and three (3) times the amount of the average annual bonus earned by the
executive officer with respect to the three (3) calendar years immediately
prior to the "change in control." Tax protection, financial counseling, tax
preparation assistance, outplacement counseling and continuation of health,
dental and life insurance is the same as described above in the severance
agreements.

We adopted the Boston Properties, Inc. Executive Severance Plan (referred to
as the executive plan) in order to reinforce and encourage the continued
attention and dedication of the Senior Vice Presidents and those Vice
Presidents with ten (10) or more years of tenure with Boston Properties. The
executive plan is the same as the senior plan except that each such senior
officer will receive a payment of up to two (2) times such senior officers
annual base salary and two (2) times the amount of the average annual bonus.
Financial counseling, tax preparation assistance, outplacement counseling and
continuation of health, dental and life insurance benefits is provided for two
(2) years following termination.

STOCK PERFORMANCE GRAPH

The following graph provides a comparison of cumulative total stockholder
return for the period from June 23, 1997 (the date on which our common stock
was first publicly traded) through December 31, 2001, among Boston Properties,
the Standard & Poor's ("S&P") 500 Index and the National Association of Real
Estate Investment Trusts, Inc. ("NAREIT") Equity REIT Total Return Index (the
"Equity REIT Index"). The Equity REIT Index includes all tax qualified equity
REITs listed on the New York Stock Exchange, the American Stock Exchange or the
NASDAQ Stock Market. Equity REITs are defined as those with 75% or more of
their gross invested book value of assets invested directly or indirectly in
the equity ownership of real estate. Upon written request, Boston Properties
will provide any stockholder with a list of the REITs included in the Equity
REIT Index. The stock performance graph assumes an investment of $100 in each
of Boston Properties and the two indices, and the reinvestment of any
dividends. The historical information set forth below is not necessarily
indicative of future performance. Data for the Equity REIT Index and the S&P
500 Index were provided to us by NAREIT. The data shown is based on the share
prices or index values, as applicable, at the end of each month shown.

The stock performance graph shall not be deemed to be "soliciting material"
or to be "filed" with the SEC or subject to Regulations 14A or 14C or to the
liabilities of Section 18 of the Exchange Act, except to the extent that the
Company specifically requests that such information be treated as soliciting
material or specifically incorporates it by reference into a filing under the
Securities Act of 1933, as amended, or the Exchange Act.

[CHART]

The Company S&P 500 Equity REIT Index

June '97 $100.00 $100.00 $100.00

Dec. '97 $122.97 $110.58 $113.77

June '98 $129.42 $130.17 $108.05

Dec. '98 $119.34 $142.18 $ 93.86

June '99 $143.98 $159.78 $ 98.34

Dec. '99 $128.62 $172.09 $ 89.52

June '00 $164.17 $171.37 $101.32

Dec. '00 $189.41 $156.43 $113.13

June '01 $185.71 $145.95 $126.08

Dec. '01 $177.93 $137.83 $128.89

COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION

Philosophy of Executive Compensation

Boston Properties' 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 Ivan G. Seidenberg, Alan J. Patricof
and Martin Turchin. None of the members of the Compensation Committee are
employees of Boston Properties. The philosophy of our executive compensation
program is to:

. Attract, retain and reward executives who have the motivation,
experience, and skills necessary to lead Boston Properties effectively
and continue our short-term and long-term profitability, growth and
return to stockholders.

. Create a link between the performance of our stock and executive
compensation.

. Base executive compensation levels on the overall financial and
operational performance of Boston Properties, the regional contribution
to the overall financial and operational performance and the individual
contribution of the executive officer to the success of Boston
Properties' financial performance.

. Position executive compensation levels to be competitive with other
similarly situated public companies including the real estate industry
in general and real estate investment trusts, or REITs, in particular,
with an emphasis on office REITs and REITs with a comparable market
capitalization. During 2001, the Compensation Committee engaged an
independent outside compensation consultant to review current executive
compensation practices. The consultant prepared a survey of executive
compensation arrangements for executives at various levels provided by a
peer group of 24 REITs of similar size and makeup. The consultant's
report was the basis on which the Compensation Committee

has implemented our executive compensation program. Our overall
philosophy is to provide total compensation to our executives at a
target level around the 75th percentile for executives in comparable
positions in our peer group. The Compensation Committee has annually
reviewed publicly available executive compensation surveys of peer
groups and the real estate industry in general in order to ensure that
our executive compensation program remains comparable to executives in
our peer group, as well as the real estate industry in general.

Compensation Committee Procedures

In order to implement the above policy, the Compensation Committee exercises
its independent discretion in reviewing and approving the executive
compensation plan as well as specific compensation levels for the executive
officers. Final aggregate compensation determinations for each fiscal year are
generally made after the end of the fiscal year, after financial statements for
such year become available. At that time, bonuses, if any, are determined for
the past year's performance, base salaries for the following fiscal year are
set and grants of options and/or stock, if any, are generally made. With
respect to the compensation of the executive officers, other than Mr. Zuckerman
and Mr. Edward H. Linde, the Compensation Committee reviews Mr. Edward H.
Linde's recommendations with regard to the appropriate compensation awards. The
elements of compensation are primarily comprised of the following, with all
three elements working together to satisfy the ultimate goal of enhancing
stockholder value:

1. Base Salary. Base salaries are set for executive officers on the basis
of assigned responsibilities and on an evaluation of appropriate compensation
levels for such responsibilities based upon the recommendations set forth in
the 2001 independent consultant report discussed above, as updated by the
recently available public surveys referred to previously.

Individual base salaries are reviewed annually. The granting of salary
increases within the established applicable salary range for each executive
officer and the point within such range their salary will fall is based upon
certain factors which include the overall financial performance of Boston
Properties, the regional contribution to the overall financial performance of
Boston Properties, if applicable, to such executive officer, and individual
performance. Assessment of individual performance is based on previously
established goals for each executive officer comprised of both subjective and
objective elements. With respect to base salaries, the Compensation Committee
generally intends to target base salary levels to be at approximately the 75th
percentile for executives in comparable positions in comparable public real
estate companies. Based on the Compensation Committee's philosophy and the
factors as stated above, the Compensation Committee approved 2002 base salaries
for the named executive officers other than Mr. Edward H. Linde and Mr.
Zuckerman as follows: Mr. Burke, $385,000, Mr. Ritchey, $400,000, and Mr.
Douglas T. Linde, $300,000--the same base salaries that were approved in 2001.

2. Cash Bonuses. Boston Properties intends to provide annual performance
awards to our executive officers in the form of cash bonuses based on favorable
performance by both Boston Properties and the individual executive. The
Compensation Committee intends that annual growth in funds from operations, or
FFO, will be the principal overall performance measure that is used to
determine the maximum bonus to which each executive officer will be entitled
and the achievement of individual performance will be used to determine whether
each executive officer will receive the maximum bonus or some lesser amount.
The Compensation Committee sets forth the threshold, target and maximum levels
of FFO growth in advance of each year and sets an allocation between overall
performance of Boston Properties and individual performance for each officer.
Where appropriate for an executive officer, the Compensation Committee will
factor in regional contribution to the overall performance of Boston Properties
in determining the cash bonus for such executive officer. In determining cash
bonuses for 2001, the Compensation Committee noted that while fiscal year 2001
was a year of solid achievements in a deteriorating economy with declining real
estate markets, the overall results were lower than projected:

. An 8% actual increase in total FFO over 2000 and a per-share FFO
increase from $3.31 per share (diluted) in 2000 to $3.57 per share
(diluted) in 2001.

. Continued growth through $755 million in new acquisitions, $1.80 billion
in developments in progress and $188 million in developments placed in
service.

The Compensation Committee intends that aggregate cash compensation (base
salary plus bonus) will be at approximately the 75th percentile of cash
compensation paid by comparable companies in the event that target performance
is achieved. Reflecting the actual performance of Boston Properties as
described above and the individual performance of each named executive officer,
the Compensation Committee awarded cash bonuses to the named executive officers
other than Mr. Zuckerman and Mr. Edward H. Linde for the year ended December
31, 2001 as follows: Mr. Burke, $211,750; Mr. Ritchey, $220,000; and Mr.
Douglas T. Linde, $210,000.

3. Stock Options and Stock Grants. While recognizing that cash bonus awards
provide rewards for positive short-term performance, the Compensation Committee
believes that awards of stock options or stock grants provide long-term
incentive compensation to executive officers that is aligned directly with the
achievement of enhanced value for stockholders through an appreciating stock
price. The Compensation Committee intends to grant stock options and/or stock
grants annually on the basis of Boston Properties' performance and regional and
individual contributions to the success of its performance. Based on the
Compensation Committee's review of Boston Properties' overall performance,
regional performance and individual performance for 2001, on January 17, 2002,
the Compensation Committee granted Messrs. Burke, Ritchey, and D. Linde options
to purchase 75,000, 112,500, and 112,500 shares of common stock, respectively,
at the then market price of $37.70 per share. One-third of these options become
exercisable on each of the first, second and third anniversary of the date of
grant. In addition, the Compensation Committee granted restricted stock to
Messrs. Burke, Ritchey, and D. Linde of 3,571, 5,357, and 5,357 shares,
respectively. One-fifth of the restricted stock will vest on each of the first,
second, third, fourth and fifth anniversary of the date of grant. The
Compensation Committee began making restricted stock grants for fiscal year
1999 and has continued to make restricted stock grants to our executives
because the Compensation Committee is concerned about retaining our executive
talent. Restricted stock can deliver more value to our executives than options,
and when combined with a five-year vesting schedule, can serve as a retention
tool.

Compensation of the Chief Executive Officer and the Chairman of the Board

In 2000, an outside compensation consultant was engaged to collect and
review data regarding the total compensation awarded to the chairmen and chief
executive officers of Boston Properties and four comparative peer companies.
The consultant compared both the total compensation, as well as the individual
components of base salary, annual incentive and long-term incentives, received
by such executives. The comparative peer group consisted of office REITs with a
comparable market capitalization and geographic presence to Boston Properties.
While comparative market data is valuable in providing assurance of reasonable
and fair compensation for our Chairman and Chief Executive Officer, the stated
philosophy of our executive compensation program to recognize individual
contributions to the performance of Boston Properties and to create a link
between the performance of our stock and executive compensation is also
emphasized.

Based on the comparative peer survey from 2000, the previously referenced
2001 survey and Boston Properties' financial performance in 2001, the
Compensation Committee approved a base salary for 2002 of $500,000 for each of
Mr. Zuckerman and Mr. Edward H. Linde. This is the same base salary paid to Mr.
Linde and Mr. Zuckerman for 2000 and 2001. Prior to 1999, Mr. Zuckerman
received no salary and Mr. Linde received a base salary of $150,000 which was
significantly below competitive levels. Mr. Zuckerman and Mr. Linde did not
receive cash bonuses for the fiscal year ended December 31, 2001.

Because the Compensation Committee believes it is important to provide
long-term incentive compensation that is tied directly to the creation of value
for stockholders, to reward Messrs. Zuckerman and Edward H. Linde for their
past efforts, and their contribution to the performance of Boston Properties,
and as incentive to continue their efforts in the future, as previously
reported, each of Mr. Zuckerman and Mr. Linde were awarded stock options on
February 2, 2001. The amount of these awards is the same as the previous stock
option awards granted to Messrs. Zuckerman and Linde in 1998. These awards are
meant to serve as three-year grants and vest in three

equal annual installments beginning on the first anniversary of the date of
grant. Accordingly, Mr. Zuckerman and Mr. Linde were not awarded additional
stock options for the fiscal year ended December 31, 2001.

Tax Deductibility of Compensation. Section 162(m) of the Code limits the
deductibility on Boston Properties' tax return of compensation over $1 million
to any of the named executive officers unless, in general, the compensation is
paid pursuant to a plan which is performance-related, non-discretionary and has
been approved by our stockholders. The Compensation Committee's policy with
respect to Section 162(m) is to make every reasonable effort to ensure that
compensation is deductible to the extent permitted while simultaneously
providing our executives with appropriate rewards for their performance.

Submitted by the Compensation Committee:

Ivan G. Seidenberg, Chairman
Alan J. Patricof
Martin Turchin

Compensation Committee Interlocks and Insider Participation

Boston Properties has established a Compensation Committee consisting of
Messrs. Seidenberg, Patricof and Turchin. None of them has served as an officer
or employee of Boston Properties or has any other business relationship or
affiliation with Boston Properties, except his service as a director. None of
these persons had any relationships with Boston Properties requiring disclosure
under applicable rules and regulations.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the executive officers and
directors of Boston Properties, and persons who own more than ten percent of a
registered class of Boston Properties' equity securities, to file reports of
ownership and changes in ownership with the SEC and the New York Stock
Exchange. Officers, directors and greater than ten percent beneficial owners
are required by SEC regulations to furnish Boston Properties with copies of all
Section 16(a) forms they file. To our knowledge, based solely on our review of
the copies of such reports furnished to us and written representations that no
other reports were required during the fiscal year ended December 31, 2001, all
Section 16(a) filing requirements applicable to our executive officers,
directors and greater than ten percent beneficial owners were satisfied except
that Mr. Mitchell Landis, a Senior Vice President, failed to timely report two
transactions.

AUDIT COMMITTEE REPORT

The undersigned members of the Audit Committee of the Board of Directors of
Boston Properties submit this report in connection with the committee's review
of the financial reports for the fiscal year ended December 31, 2001 as follows:

1. The Audit Committee has reviewed and discussed with management the
audited financial statements for Boston Properties for the fiscal year
ended December 31, 2001.

2. The Audit Committee has discussed with representatives of
PricewaterhouseCoopers LLP the matters which are required to be
discussed with them under the provisions of SAS 61. That Statement of
Accounting Standards requires the auditors to ensure that the Audit
Committee received information regarding the scope and results of the
audit.

3. The Audit Committee has discussed with PricewaterhouseCoopers LLP the
auditors' independence from management and Boston Properties including
the written disclosures and the letter from the independent auditors
required by the Independence Standards Board, Standard No. 1. In
addition, the Audit Committee considered whether the provision of
certain non-audit services by PricewaterhouseCoopers LLP is compatible
with maintaining its independence.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Boston Properties
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 for
filing with the SEC.

Submitted by the Audit Committee:

Alan J. Patricof, Chairman
Richard E. Salomon
Ivan G. Seidenberg

INFORMATION ABOUT OUR INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP served as our independent accountants for the
fiscal year ended December 31, 2001 and has reported on our 2001 consolidated
financial statements.

Audit Fees

Aggregate fees for professional services rendered by PricewaterhouseCoopers
LLP in connection with its audit of consolidated financial statements of Boston
Properties as of and for the years ended December 31, 2001 and 2000 and its
limited reviews of our unaudited condensed consolidated interim financial
statements were $276,000 and $291,000, respectively.

Financial Information Systems Design and Implementation Fees

During the years ended December 31, 2001 and 2000, PricewaterhouseCoopers
LLP rendered no professional services to Boston Properties in connection with
the design and implementation of financial information systems.

All Other Fees

In addition to the fees described above, aggregate fees of $1,196,072 and
$1,402,170 were billed by PricewaterhouseCoopers LLP during the years ended
December 31, 2001 and 2000, respectively, primarily for the following
professional services:

2001 2000
---------- ----------

Audit Related Services

Audits required by lenders, joint venture agreements, tenants and employee benefit
plan requirements.................................................................... $ 268,850 $ 218,000
Accounting assistance for new accounting standards and potential transactions.......... 278,047 229,843
Comfort letters, consents, Rule 3-14 audits (property acquisitions) and assistance with
documents filed with the SEC......................................................... 93,150 243,250
Assessment of internal controls and processes.......................................... -- 159,005
---------- ----------

Subtotal............................................................................ 640,047 850,098
---------- ----------

Income Tax Compliance and Related Tax Services

Review of tax returns.................................................................. 129,850 81,725
Tax planning and research.............................................................. 140,625 265,385
REIT and other compliance matters...................................................... 43,950 21,810
Tax assistance for potential transactions.............................................. 152,750 120,025
Sales and use tax examinations......................................................... 88,850 63,127
---------- ----------
Subtotal............................................................................ 556,025 552,072
---------- ----------
Total.................................................................................. $1,196,072 $1,402,170
========== ==========

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The MBZ Charitable Remainder Trust Purchase of Shares from Prudential

On February 21, 2001, The MBZ Charitable Remainder Unitrust, a charitable
trust of which Mr. Zuckerman is the grantor and Mr. Linde is the sole trustee,
purchased from The Prudential Insurance Company of America ("Prudential")
1,806,842 shares of our common stock at an agreed upon purchase price of $39.90
per share. In a separate transaction, Prudential sold 855,872 shares of our
common stock to unrelated parties on the same date and at the same price.

As of February 21, 2001, Prudential owned 2,000,000 shares of our Series A
preferred stock, 167,394 Series Three preferred units and 50,000 common units.
In addition, affiliates of Prudential continue to manage in the aggregate
2,944,038 shares of our common stock, although Prudential is not the beneficial
owner of these investments.

Secured Lending Transactions

Prudential or its affiliates have provided us with secured financing on
customary terms and conditions comparable with transactions involving other
lenders.

Carnegie Center Acquisitions and Development

On June 30, 1998, Boston Properties acquired from entities controlled by Mr.
Alan B. Landis a portfolio of properties known as the Carnegie Center Portfolio
and Tower Center One and related operations (collectively, the "Carnegie Center
Portfolio") and Mr. Landis became a director of Boston Properties. In
connection with the acquisitions of the Carnegie Center Portfolio, the
Operating Partnership entered into a development agreement with an affiliate of
Mr. Landis providing for up to approximately 2,000,000 square feet of
development in or adjacent to the Carnegie Center office complex. The affiliate
of Mr. Landis is entitled to a purchase price for each parcel developed under
the development agreement calculated on the basis of $20 per rentable square
foot of each property developed, as well as a contingent interest in each such
developed property that achieves a stabilized return in excess of a target
annual return ranging between 10.5% and 11%. The development agreement also
provided that the Operating Partnership and an affiliate of Mr. Landis would
form a development company to provide development services for the Carnegie
Center development projects at a total charge of five dollars per rentable
square foot actually constructed. Revenues and expenses of the development
company are shared equally by the Operating Partnership and the affiliate of
Mr. Landis. Pursuant to the development agreement, Mr. Landis, personally, has
under certain circumstances the right to receive compensation at a rate of
$250,000 annually.

Indebtedness of Management

Mr. Robert E. Burke received a personal loan from Boston Properties in the
principal amount of $500,000. The term of the loan commenced on May 26, 1998
and ended on May 31, 2001. The loan bears interest at a rate of seven percent
(7%) per annum. Interest only payments are due yearly beginning on June 1,
1999. The final payment equal to the principal amount outstanding and all
accrued interest was paid on or before May 31, 2001, the date the loan came due.

Leasing Commissions

We paid aggregate leasing commissions in 2001 of approximately $600,000 to a
firm controlled by Mr. Raymond A. Ritchey's brother. The terms of the related
agreement are more favorable to Boston Properties than comparable arrangements
with other brokers in comparable markets.

OTHER MATTERS

Expenses of Solicitation

The cost of solicitation of proxies will be borne by Boston Properties. In
an effort to have as large a representation at the annual meeting as possible,
special solicitation of proxies may, in certain instances, be made personally
or by telephone, telegraph or mail by one or more employees of Boston
Properties. We also may reimburse brokers, banks, nominees and other
fiduciaries for postage and reasonable clerical expenses of forwarding the
proxy material to their principals who are beneficial owners of shares of our
common stock. In addition, MacKenzie Partners, Inc. a proxy solicitation firm,
has been engaged by Boston Properties to act as proxy solicitor and will
receive fees estimated at $10,000 plus reimbursement of out-of-pocket expenses.

Stockholder Proposals for Annual Meetings

Any stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for
inclusion in Boston Properties' proxy statement and form of proxy for its 2003
annual meeting must be received by Boston Properties on or before November 29,
2002 in order to be considered for inclusion in its proxy statement and form of
proxy. Such proposals must also comply with the requirements as to form and
substance established by the SEC if such proposals are to be included in the
proxy statement and form of proxy. Any such proposal should be mailed to:
Boston Properties, Inc., 111 Huntington Avenue, Suite 300, Boston,
Massachusetts 02199-7610, Attn.: Secretary.

Stockholder proposals to be presented at Boston Properties' 2003 annual
meeting, other than stockholder proposals submitted pursuant to Exchange Act
Rule 14a-8 for inclusion in Boston Properties' proxy statement and form of
proxy for its 2003 annual meeting, must be received in writing at the principal
executive office of Boston Properties, Inc., 111 Huntington Avenue, Suite 300,
Boston, Massachusetts 02199-7610 not earlier than January 1, 2003, nor later
than February 15, 2003 unless its 2003 annual meeting of stockholders is
scheduled to take place before April 1, 2003 or after June 30, 2003. Our
by-laws state that the stockholder must provide timely written notice of such
nomination or proposal and supporting documentation as well as be present at
such meeting, either in person or by a representative. A stockholder's notice
shall be timely received by Boston Properties at its principal executive office
not less than seventy-five (75) days nor more than one hundred twenty (120)
days prior to the anniversary date of the immediately preceding annual meeting
(the "Anniversary Date"); provided, however, that in the event the annual
meeting is scheduled to be held on a date more than thirty (30) days before the
Anniversary Date or more than sixty (60) days after the Anniversary Date, a
stockholder's notice shall be timely if received by Boston Properties at its
principal executive office not later than the close of business on the later of
(1) the seventy-fifth (75th) day prior to the scheduled date of such annual
meeting or (2) the fifteenth (15th) day following the day on which public
announcement of the date of such annual meeting is first made by Boston
Properties. Proxies solicited by our Board of Directors will confer
discretionary voting authority with respect to these proposals, subject to SEC
rules and regulations governing the exercise of this authority. Any such
proposals shall be mailed to: Boston Properties, Inc., 111 Huntington Avenue,
Suite 300, Boston, Massachusetts 02199-7610, Attn: Secretary.

DETACH HERE

PROXY

BOSTON PROPERTIES, INC.

111 Huntington Avenue
Suite 300
Boston, Massachusetts 02199-7610

SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS

The undersigned hereby appoints Douglas T. Linde and William J. Wedge, each
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse side, all shares of common
stock of Boston Properties, Inc. held of record by the undersigned on March 13,
2002, at the Annual Meeting of Stockholders to be held on May 1, 2002 and any
adjournments or postponements thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. The undersigned's
vote will be cast in accordance with the proxies' discretion on such other
business as may properly come before the meeting or at any adjournments or
postponements thereof.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

---------------------- CONTINUED AND TO BE SIGNED -------------------------
SEE REVERSE ON REVERSE SIDE SEE REVERSE
SIDE SIDE
--------------------- -------------------------

BOSTON PROPERTIES, INC.
c/o Equiserve
P.O. Box 43068
Providence, RI 02940

VOTE BY TELEPHONE VOTE BY INTERNET
It's fast, convenient, and immediate! It's fast, convenient, and your
Call Toll-Free on a Touch-Tone Phone vote is immediately confirmed and
1-877-PRX-VOTE (1-877-779-8683). posted.
------------------------------------- ----------------------------------
Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement and Proxy Card. Statement and Proxy Card.

2. Call the toll-free number 2. Go the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/bxp

3. Enter your Voter Control Number 3. Enter your Voter Control Number
located on your Proxy Card above located on your ProxyCard above
your name. your name.

4. Follow the recorded instructions. 4. Follow the instructions provided.
------------------------------------- ------------------------------------
YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/bxp
anytime!

Do not return your Proxy Card if your are voting by Telephone or Internet

DETACH HERE

[X] Please mark
votes as in
this example

The Board of Directors recommends a vote "FOR" all the nominees.

1. Proposal to elect the following persons as Class II Directors:

Nominees: (01) Alan J. Patricof and (02) Martin Turchin.

FOR ALL [ ] WITHHELD FROM ALL [ ]

[ ] _________________________________________
WITHHELD AS TO THE NOMINEE(S) NOTED ABOVE

The Board of Directors recommends a vote "FOR" Proposal 2.

FOR AGAINST ABSTAIN
2. Ratify the appointment of PricewaterhouseCoopers LLP [ ] [ ] [ ]
as independent accountants.

The Board of Directors recommends a vote "AGAINST" Proposals 3, 4 and 5.
FOR AGAINST ABSTAIN
3. Act upon one stockholder proposal concerning the [ ] [ ] [ ]
annual election of directors.

4. Act upon one stockholder proposal concerning our [ ] [ ] [ ]
shareholder rights plan.

5. Act upon one stockholder proposal concerning [ ] [ ] [ ]
non-audit activities of independent accountants.

6. In their discretion, the proxies are authorized to vote upon any other
business that may properly come before the meeting or any adjournments or
postponements thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Please sign exactly as name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians or other fiduciaries should give
full title as such. If signing for a corporation, please sign in full corporate
name by a duly authorized officer.

Signature: _________________________________________ Date: __________________