1037540--2/25/2010--BOSTON_PROPERTIES

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{investment, property, distribution}

{loan, real, estate}

{regulation, change, law}

{stock, price, share}

{debt, indebtedness, cash}

{provision, law, control}

{tax, income, asset}

{condition, economic, financial}

{cost, regulation, environmental}

{loss, insurance, financial}

{operation, natural, condition}

{capital, credit, financial}

{personnel, key, retain}

{interest, director, officer}

{gas, price, oil}

Our performance and value are subject to risks associated with our real estate assets and with the real estate industry. We are dependent upon the economic climates of our markets Boston, Washington, DC, midtown Manhattan, San Francisco and Princeton, NJ. Our investment in property development may be more costly than anticipated. Investment returns from our developed properties may be lower than anticipated. We face risks associated with the development of mixed-use commercial properties. We face risks associated with the use of debt to fund acquisitions and developments, including refinancing risk. Adverse economic and geopolitical conditions and dislocations in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to pay distributions to you. An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all. Covenants in our debt agreements could adversely affect our financial condition. Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our common stock or debt securities. We face risks associated with property acquisitions. Acquired properties may expose us to unknown liability. Competition for acquisitions may result in increased prices for properties. Our use of joint ventures may limit our flexibility with jointly owned investments. Our properties face significant competition. We face potential difficulties or delays renewing leases or re-leasing space. We face potential adverse effects from major tenants bankruptcies or insolvencies. We may have difficulty selling our properties, which may limit our flexibility. Because we own a hotel property, we face the risks associated with the hospitality industry. We face risks associated with short-term liquid investments. Failure to qualify as a real estate investment trust would cause us to be taxed as a corporation, which would substantially reduce funds available for payment of dividends. In order to maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions or to pay taxable dividends of our common stock. Limits on changes in control may discourage takeover attempts beneficial to stockholders. Changes in market conditions could adversely affect the market price of our common stock. Further issuances of equity securities may be dilutive to current securityholders. The number of shares available for future sale could adversely affect the market price of our stock. We may change our policies without obtaining the approval of our stockholders. Our success depends on key personnel whose continued service is not guaranteed. Conflicts of interest exist with holders of interests in BPLP. Compliance or failure to comply with the Americans with Disabilities Act or other safety regulations and requirements could result in substantial costs. Some potential losses are not covered by insurance. Actual or threatened terrorist attacks may adversely affect our ability to generate revenues and the value of our properties. We face risks associated with our tenants being designated Prohibited Persons by the Office of Foreign Assets Control. We face possible risks associated with the physical effects of climate change. Potential liability for environmental contamination could result in substantial costs. We did not obtain new owner s title insurance policies in connection with properties acquired during our initial public offering. Because of the ownership structure of our hotel property, we face potential adverse effects from changes to the applicable tax laws. We face possible adverse changes in tax laws. We face possible state and local tax audits.

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1037540--2/25/2010--BOSTON_PROPERTIES_INC