BOSTON PROPERTIES, INC.



                      SENIOR EXECUTIVE SEVERANCE AGREEMENT



     AGREEMENT made as of this 30th day of July, 1998 by and among Boston

Properties, Inc., a Delaware corporation with its principal place of business in

Boston, Massachusetts (the "Company"), Boston Properties Limited Partnership, a

Delaware limited partnership with its principal place of business in Boston,

Massachusetts ("BPLP") (the Company and BPLP shall be hereinafter collectively

referred to as the "Employers") and Edward H. Linde of Weston, Massachusetts

(the "Executive"), an individual presently employed as the President and Chief

Executive Officer of the Company.



     1.   PURPOSE. The Company considers it essential to the best interests of

its stockholders to foster the continuous employment of key management

personnel. The Board of Directors of the Company (the "Board") recognizes,

however, that, as is the case with many publicly held corporations, the

possibility of a Change in Control (as defined in Section 2 hereof) exists and

that such possibility, and the uncertainty and questions which it may raise

among management, may result in the departure or distraction of management

personnel to the detriment of the Company and its stockholders. Therefore, the

Board has determined that appropriate steps should be taken to reinforce and

encourage the continued attention and dedication of members of the Employers'

management, including the Executive, to their assigned duties without

distraction in the face of potentially disturbing circumstances arising from the

possibility of a Change in Control. Nothing in this Agreement shall be construed

as creating an express or implied contract of employment and, except as

otherwise agreed in writing between the Executive and the Employers, the

Executive shall not have any right to be retained in the employ of the

Employers.



     2.   CHANGE IN CONTROL. For purposes of this Agreement, a "Change in

Control" shall mean the occurrence of any one of the following events:



          (a)  any "PERSON," as such term is used in Sections 13(d) and 14(d) of

     the Act (other than the Employers, Mortimer B. Zuckerman, Edward H. Linde,

     any "AFFILIATE" or "ASSOCIATE" (as such terms are defined in Rule 12b-2

     under the Act) of Mortimer B. Zuckerman or Edward H. Linde, or any trustee,

     fiduciary or other person or entity holding securities under any employee

     benefit plan or trust of the Employers), together with all "AFFILIATES" and

     "ASSOCIATES" (as such terms are defined in Rule 12b-2 under the Act) of

     such person, shall become the "BENEFICIAL OWNER" (as such term is defined

     in Rule 13d-3 under the Act), directly or indirectly, of securities of the

     Company representing 25 percent or more of the combined voting power of the

     Company's then outstanding securities having the right to vote in an

     election of the Company's Board of Directors ("Voting Securities") (other

     than as a result of an acquisition of securities directly from the

     Company); provided that for purposes of determining the "BENEFICIAL

     OWNERSHIP" (as such term is defined in Rule 13d-3 under the Act) of any

     "GROUP" of



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     which Mortimer B. Zuckerman, Edward H. Linde or any of their affiliates or

     associates is a member (each such entity or individual, a "Related Party"),

     there shall not be attributed to the "BENEFICIAL OWNERSHIP" (as such term

     is defined in Rule 13d-3 under the Act) of such group any shares

     beneficially owned by any Related Party; or



          (b)  persons who, as of the effective date of the Company's initial

     public offering of Stock, constitute the Company's Board of Directors (the

     "Incumbent Directors") cease for any reason, including, without limitation,

     as a result of a tender offer, proxy contest, merger or similar

     transaction, to constitute at least a majority of the Board, provided that

     any person becoming a director of the Company subsequent to such date shall

     be considered an Incumbent Director if such person's election was approved

     by or such person was nominated for election by either (A) a vote of at

     least two-thirds of the Incumbent Directors or (B) a vote of at least a

     majority of the Incumbent Directors who are members of a nominating

     committee comprised, in the majority, of Incumbent Directors; or



          (c)  the stockholders of the Company shall approve (A) any

     consolidation or merger of the Company where the stockholders of the

     Company, immediately prior to the consolidation or merger, would not,

     immediately after the consolidation or merger, "BENEFICIALLY OWN" (as such

     term is defined in Rule 13d-3 under the Act), directly or indirectly,

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