
<PAGE>
 
                                                    Form of Amended and Restated
                                                    Certificate of Incorporation

                                                               EXHIBIT 3.1

                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                            BOSTON PROPERTIES, INC.

     Boston Properties, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

     1.   The name of the Corporation is Boston Properties, Inc.  The date of
the filing of its original Certificate of Incorporation with the Secretary of
State of the State of Delaware was March 24, 1997 (the "Original Certificate of
Incorporation").

     2.   This Amended and Restated Certificate of Incorporation (the
"Certificate"), which amends, restates and integrates the provisions of the
Original Certificate of Incorporation filed with the Secretary of State of the
State of Delaware on March 24, 1997, was duly adopted by the Board of Directors
of the Corporation in accordance with the provisions of Sections 141(f), 242 and
245 of the General Corporation Law of the State of Delaware, as amended from
time to time (the "DGCL"), and was duly adopted by the written consent of the
stockholders of the Corporation in accordance with the applicable provisions of
Sections 242 and 245 of the DGCL.

     3.   The text of the Original Certificate of Incorporation, as amended to
date, is hereby amended and restated in its entirety to provide as herein set
forth in full.

                                   ARTICLE I

                                     NAME

     The name of the corporation is Boston Properties, Inc.

                                  ARTICLE II

                               REGISTERED OFFICE

     The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.
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                                  ARTICLE III

                                   PURPOSES

     The nature of business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act for which corporations may be
organized under the DGCL.

                                  ARTICLE IV

                                 CAPITAL STOCK

     The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue is 450,000,000 shares, of which
(a) 250,000,000 shares shall be common stock, par value $.01 per share (the
"Common Stock"), (b) 150,000,000 shares shall be excess stock, par value $.01
per share (the "Excess Stock"), and (c) 50,000,000 shares shall be preferred
stock, par value $.01 per share (the "Preferred Stock").  As set forth in this
Article IV, the Board of Directors is authorized from time to time to establish
and designate one or more series of Preferred Stock, to fix and determine the
variations in the relative rights and preferences as between the different
series of Preferred Stock in the manner hereinafter set forth in this Article
IV, and to fix or alter the number of shares comprising any such series and the
designations thereof to the extent permitted by law.  The rights, preferences,
voting powers and the qualifications, limitations and restrictions of the
authorized stock shall be as follows:

     A.   COMMON STOCK.  Subject to all of the rights, powers and preferences of
the Preferred Stock and except as provided by law or in this Article IV (or in
any certificate of designation of any series of Preferred Stock):

          1.   The holders of shares of Common Stock shall be entitled to vote
for the election of directors and on all other matters requiring stockholder
action, and each holder of shares of Common Stock shall be entitled to one vote
for each share of Common Stock held by such stockholder.

          2.   Holders of Common Stock shall be entitled to receive such
dividends and other distributions in cash, stock or property of the Corporation
as may be declared and paid or set apart for payment upon the Common Stock and,
if any Excess Stock is then outstanding, the Excess Stock out of any assets or
funds of the Corporation legally available therefor, but only when and as
declared by the Board of Directors or any authorized committee thereof from time
to time, and shall share ratably with the holders of Excess Stock in any such
dividend or distribution.

          3.   Upon the voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the net assets of the Corporation available for
distribution to the holders of Common Stock, and, if any Excess Stock is then
outstanding, Excess Stock shall be distributed 

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pro rata to such holders in proportion to the number of shares of Common Stock
and Excess Stock held by each.

     B.   PREFERRED STOCK.

          1.   Subject to any limitations prescribed by law, the Board of
Directors is expressly authorized to provide for the issuance of the shares of
Preferred Stock in one or more series of such stock, and by filing a certificate
pursuant to applicable law of the State of Delaware, to establish or change from
time to time the number of shares to be included in each such series, and to fix
the designations, powers, preferences and the relative, participating, optional
or other special rights of the shares of each series and any qualifications,
limitations and restrictions thereof.  Any action by the Board of Directors
under this Section (B)(1) of Article IV shall require the affirmative vote of a
majority of the directors then in office (or, if a committee shall be acting on
behalf of the Board of Directors, a majority of the members of such committee
then in office, which committee was established by the affirmative vote of a
majority of the directors then in office).  The Board of Directors shall have
the right to determine or fix one or more of the following with respect to each
series of Preferred Stock to the extent permitted by law:

               (a)  The annual or other periodic dividend rate or amount of
dividends to be paid on the shares of such series, the dividend payment dates,
the date from which dividends on all shares of such series issued shall be
cumulative, if applicable, and the extent of participation and other rights, if
any;

               (b)  Whether the shares of such series shall be redeemable and,
if so, the redemption price or prices, if any, for such series and other terms
and conditions on which such series may be retired and redeemed;

               (c)  The distinctive serial designation and maximum number of
shares of such series issuable;

               (d)  The right to vote, if any, with holders of shares of any
other class or series, either generally or as a condition to specified corporate
action;

               (e)  The amount payable upon shares of such series and the
preferences applicable thereto in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;

               (f)  The rights, if any, of the holders of shares of such series
to convert such shares into other classes of stock of the Corporation or into
any other securities, or to exchange such shares for other securities, and, if
so, the conversion price or prices, or the rate or rates of exchange, and the
adjustments thereof, if any, at which such conversion or exchange may be made
and any other terms and conditions of any such conversion or exchange;

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               (g)  The price or other consideration for which the shares of
such series shall be issued;

               (h)  Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares of Preferred
Stock (or series thereof) and whether such shares may be reissued as shares of
the same or any other class or series of stock; and

               (i)  Such other powers, preferences, rights, qualifications,
limitations and restrictions thereof as the Board of Directors may deem
advisable and as are not prohibited by law.

     All shares of Preferred Stock of any one series shall be identical with
each other in all respects except, if so determined by the Board of Directors,
as to the dates from which dividends thereon shall be cumulative; and all shares
of Preferred Stock shall be of equal rank with each other, regardless of series,
and shall be identical with each other in all respects except as provided herein
or in the resolution or resolutions providing for the issue of a particular
series.  In the event that dividends on all shares of Preferred Stock for any
regular dividend period are not paid in full, all such shares shall participate
ratably in any partial payment of dividends for such period in proportion to the
full amounts of dividends for such period to which they are respectively
entitled.

     C.   RESTRICTIONS ON OWNERSHIP AND TRANSFER OF EQUITY STOCK.

          1.   DEFINITIONS.  For purposes of this Article IV, the following
terms shall have the meanings set forth below:

               "BENEFICIAL OWNERSHIP," when used with respect to ownership of
shares of Equity Stock by any Person, shall mean all shares of Equity Stock
which are (i) directly owned by such Person, (ii) indirectly owned by such
Person (if such Person is an "individual" as defined in Section 542(a)(2) of the
Code) taking into account the constructive ownership rules of Section 544 of the
Code, as modified by Section 856(h)(1)(B) of the Code, or (iii) beneficially
owned by such Person pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended, PROVIDED THAT (x) in determining the number of shares
Beneficially Owned by a Person or group, no share shall be counted more than
once although applicable to two or more of clauses (i), (ii) and (iii) of this
definition or (in the case of a group) although Beneficially Owned by more than
one Person in such group, (y) when applying this definition of Beneficial
Ownership to a Related Party, clause (iii) of this definition and clause (b) of
the definition of "Person" shall be disregarded and (z) for purposes of applying
clause (iii) of this definition, the Beneficial Ownership of shares of Common
Stock of the Company owned by a "group" as that term is used for purposes of
Section 13(d)(3) of the Exchange Act shall in no event include any such shares
Beneficially Owned by L-Related Parties or Z-Related Parties who are members of
such "group." (Whenever a Person Beneficially Owns shares of Equity Stock that
are not outstanding pursuant to clause (iii) of the preceding

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sentence (e.g., shares issuable upon the exercise of an option or convertible
security) ("Option Shares"), then, whenever this Certificate requires a
determination of the percentage of outstanding shares of a class of Equity Stock
owned by that Person, the Option Shares deemed owned by that Person shall also
be deemed to be outstanding.)

               "BENEFICIARY" shall mean, with respect to any Trust, one or more
organizations described in each of Section 170(b)(1)(A) (other than clauses
(vii) and (viii) thereof) and Section 170(c)(2) of the Code that are named by
the Corporation as the beneficiary or beneficiaries of such Trust, in accordance
with the provisions of Section (D)(4) of this Article IV.

               "CODE" shall mean the Internal Revenue Code of 1986, as amended.

               "CONSTRUCTIVE OWNERSHIP" shall mean ownership of shares of Equity
Stock by a Person who is or would be treated as a direct or indirect owner of
such shares of Equity Stock through the application of Section 318 of the Code,
as modified by Section 856(d)(5) of the Code. The terms "CONSTRUCTIVE OWNER,"
"CONSTRUCTIVELY OWNS" and "CONSTRUCTIVELY OWNED" shall have correlative
meanings.

               "EQUITY STOCK" shall mean a particular class (other than Excess
Stock) or series of capital stock of the Corporation. The use of the term
"Equity Stock" or any term defined by reference to the term "Equity Stock" shall
refer to the particular class or series of capital stock which is appropriate
under the context.

               "INITIAL PUBLIC OFFERING" shall mean the initial sale of shares
of Common Stock to the public pursuant to the Corporation's first effective
registration statement for such Common Stock filed under the Securities Act of
1933, as amended.

               "L-RELATED PARTY" shall mean each of Edward H. Linde, his heirs,
legatees and devisees, and any other Person who Beneficially Owns shares of
Equity Stock which shares are also deemed to be Beneficially Owned by Edward H.
Linde or his heirs, legatees or devisees.

               "LOOK-THROUGH ENTITY" shall mean a Person that is either (i) a
trust described in Section 401(a) of the Code and exempt from tax under Section
501(a) of the Code as modified by Section 856(h)(3) of the Code or (ii)
registered under the Investment Company Act of 1940.

               "LOOK-THROUGH OWNERSHIP LIMIT" shall mean, with respect to a
class or series of Equity Stock, 15% of the number of outstanding shares of such
Equity Stock.

               "MARKET PRICE" of Equity Stock on any date shall mean the average
of the Closing Price for shares of such Equity Stock for the five consecutive
Trading Days ending on such date. The "CLOSING PRICE" on any date shall mean the
last sale price, regular way,

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or, in case no such sale takes place on such day, the average of the closing bid
and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the shares of Equity
Stock are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
shares of Equity Stock are listed or admitted to trading or, if the shares of
Equity Stock are not listed or admitted to trading on any national securities
exchange, the last quoted price, or if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
Nasdaq Stock Market, Inc. or, if such system is no longer in use, the principal
other automated quotation system that may then be in use or, if the shares of
Equity Stock are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker selected by the
Board of Directors making a market in the shares of Equity Stock.

               "NON-TRANSFER EVENT" shall mean an event other than a purported
Transfer that would cause (a) any Person (other than a Related Party or a Look-
Through Entity) to Beneficially Own shares of Equity Stock in excess of the
Ownership Limit, (b) any L-Related Party or Z-Related Party to Beneficially Own
shares of Equity Stock which, when aggregated with all shares of Equity Stock
Beneficially Owned by all other L-Related Parties or Z-Related Parties,
respectively, are in excess of the Related Party Limit, or (c) any Look-Through
Entity to Beneficially Own shares of Equity Stock in excess of the Look-Through
Ownership Limit.  Non-Transfer Events include but are not limited to (i) the
granting of any option or entering into any agreement for the sale, transfer or
other disposition of shares (or of Beneficial Ownership of shares) of Equity
Stock or (ii) the sale, transfer, assignment or other disposition of interests
in any Person or of any securities or rights convertible into or exchangeable
for shares of Equity Stock or for interests in any Person that results in
changes in Beneficial Ownership of shares of Equity Stock.

               "OPERATING PARTNERSHIP" shall mean Boston Properties Limited
Partnership, a Delaware limited partnership.

               "OWNERSHIP LIMIT" shall mean, with respect to a class or series
of Equity Stock, 6.6% of the number of outstanding shares of such Equity Stock.

               "PERMITTED TRANSFEREE" shall mean any Person designated as a
Permitted Transferee in accordance with the provisions of Section (D)(8) of this
Article IV.

               "PERSON" shall mean (a) an individual or any corporation,
partnership, estate, trust, association, private foundation, joint stock company
or any other entity and (b) a "group" as that term is used for purposes of
Section 13(d)(3) of the Exchange Act; but shall not include an underwriter that
participates in a public offering of Equity Stock for a period of 90 days
following purchase by such underwriter of such Equity Stock.

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               "PROHIBITED OWNER" shall mean, with respect to any purported
Transfer or Non-Transfer Event, any Person who is prevented from becoming or
remaining the owner of record title to shares of Equity Stock by the provisions
of Section (D)(1) of this Article IV.

               "RELATED PARTY" shall mean any L-Related Party or any Z-Related
Party.

               "RELATED PARTY LIMIT" shall mean, with respect to a class or
series of Equity Stock, 15% of the number of outstanding shares of such Equity
Stock applied (i) in the aggregate, to all Persons who are Z-Related Parties and
(ii) in the aggregate, to all Persons who are L-Related Parties.

               "RESTRICTION TERMINATION DATE" shall mean the first day on which
the Board of Directors, in accordance with Article VI hereof, determines that it
is no longer in the best interests of the Corporation to attempt to, or continue
to, qualify under the Code as a real estate investment trust (a "REIT").

               "TRADING DAY" shall mean a day on which the principal national
securities exchange on which any of the shares of Equity Stock are listed or
admitted to trading is open for the transaction of business or, if none of the
shares of Equity Stock are listed or admitted to trading on any national
securities exchange, any day other than a Saturday, a Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close.

               "TRANSFER" (as a noun) shall mean any sale, transfer, gift,
assignment, devise or other disposition of shares (or of Beneficial Ownership of
shares) of Equity Stock, whether voluntary or involuntary, whether of record,
constructively or beneficially and whether by operation of law or otherwise.
"Transfer" (as a verb) shall have the correlative meaning.

               "TRUST" shall mean any separate trust created and administered in
accordance with the terms of Section (D) of this Article IV, for the exclusive
benefit of any Beneficiary.

               "TRUSTEE" shall mean any Person or entity, unaffiliated with both
the Corporation and any Prohibited Owner (and, if different than the Prohibited
Owner, the Person who would have had Beneficial Ownership of the Shares that
would have been owned of record by the Prohibited Owner), designated by the
Corporation to act as trustee of any Trust, or any successor trustee thereof.

               "Z-RELATED PARTY" shall mean each of Mortimer B. Zuckerman, his
heirs, legatees and devisees, and any other Person who Beneficially Owns shares
of Equity Stock which shares are also deemed to be Beneficially Owned by
Mortimer B. Zuckerman or his heirs, legatees or devisees.

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          2.   RESTRICTION ON OWNERSHIP AND TRANSFER.

               (a) (I) Except as provided in Section (C)(4) of this Article IV,
from and after the date of the Initial Public Offering and until the Restriction
Termination Date, (i) no Person (other than a Related Party or a Look-Through
Entity) shall Beneficially Own shares of Equity Stock in excess of the Ownership
Limit, the L-Related Parties in the aggregate and the Z-Related Parties in the
aggregate shall not Beneficially Own shares of Equity Stock in excess of the
Related Party Limit, and no Look-Through Entity shall Beneficially Own shares of
Equity Stock in excess of the Look-Through Ownership Limit.

               (II) Except as provided in Section (C)(4) of this Article IV,
from and after the date of the Initial Public Offering and until the Restriction
Termination Date, any purported Transfer (whether or not the result of a
transaction entered into through the facilities of the New York Stock Exchange
or any other national securities exchange or the Nasdaq Stock Market, Inc. or
any other automated quotation system) that, if effective, would result in any
Person (other than a Related Party or Look-Through Entity) Beneficially Owning
shares of Equity Stock in excess of the Ownership Limit shall be void AB INITIO
as to the Transfer of that number of shares of Equity Stock which would be
otherwise Beneficially Owned by such Person in excess of the Ownership Limit,
and the intended transferee shall acquire no rights in such shares of Equity
Stock.

               (III) Except as provided in Section (C)(4) of this Article IV,
from and after the date of the Initial Public Offering and until the Restriction
Termination Date, any purported Transfer (whether or not the result of a
transaction entered into through the facilities of the New York Stock Exchange
or any other national securities exchange or the Nasdaq Stock Market, Inc. or
any other automated quotation system) that, if effective, would result in any
Look-Through Entity Beneficially Owning shares of Equity Stock in excess of the
Look-Through Ownership Limit shall be void AB INITIO as to the Transfer of that
number of shares of Equity Stock which would be otherwise Beneficially Owned by
such Look-Through Ownership Entity in excess of the Look-Through Ownership
Limit, and the intended transferee Look-Through Entity shall acquire no rights
in such shares of Equity Stock.

               (IV) Except as provided in Section (C)(4) of this Article IV,
from and after the date of the Initial Public Offering and until the Restriction
Termination Date, any purported Transfer (whether or not the result of a
transaction entered into through the facilities of the New York Stock Exchange
or any other national securities exchange or the Nasdaq Stock Market, Inc. or
any other automated quotation system) that, if effective, would result in any L-
Related Party or Z-Related Party Beneficially Owning shares of Equity Stock
which, when aggregated with all shares of Equity Stock Beneficially Owned by all
other L-Related Parties or Z-Related Parties, respectively, would cause the L-
Related Parties or the Z-Related Parties, respectively, to exceed the Related
Party Limit shall be void AB INITIO as to the Transfer of that number of shares
of Equity Stock which would be otherwise Beneficially Owned by such L-Related
Party or Z-Related Party in violation of the Related Party Limit,

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and the intended transferee Related Party shall acquire no rights in such shares
of Equity Stock.

               (b)  Until the Restriction Termination Date, any purported
Transfer (whether or not the result of a transaction entered into through the
facilities of the New York Stock Exchange or any other national securities
exchange or the Nasdaq Stock Market, Inc. or any other automated quotation
system) of shares of Equity Stock that, if effective, would result in the
Corporation being "closely held" within the meaning of Section 856(h) of the
Code shall be void AB INITIO as to the Transfer of that number of shares of
Equity Stock that would cause the Corporation to be "closely held" within the
meaning of Section 856(h) of the Code, and the intended transferee shall acquire
no rights in such shares of Equity Stock.

               (c)  Until the Restriction Termination Date, any purported
Transfer (whether or not the result of a transaction entered into through the
facilities of the New York Stock Exchange or any other national securities
exchange or the Nasdaq Stock Market, Inc. or any other automated quotation
system) of shares of Equity Stock that, if effective, would cause the
Corporation to Constructively Own 10% or more of the ownership interests in a
tenant of the real property of the Corporation or any direct or indirect
subsidiary (whether a corporation, partnership, limited liability company or
other entity) of the Corporation (a "Subsidiary"), within the meaning of Section
856(d)(2)(B) of the Code, shall be void AB INITIO as to the Transfer of that
number of shares of Equity Stock that would cause the Corporation to
Constructively Own 10% or more of the ownership interests in a tenant of the
real property of the Corporation or a Subsidiary within the meaning of Section
856(d)(2)(B) of the Code, and the intended transferee shall acquire no rights in
such shares of Equity Stock.

               (d)  Until the Restriction Termination Date, any purported
Transfer (whether or not the result of a transaction entered into through the
facilities of the New York Stock Exchange or any other national securities
exchange or the Nasdaq Stock Market, Inc. or any other automated quotation
system) that, if effective, would result in shares of Equity Stock being
beneficially owned by fewer than 100 persons within the meaning of Section
856(a)(5) of the Code shall be void AB INITIO and the intended transferee shall
acquire no rights in such shares of Equity Stock.

          3.   OWNERS REQUIRED TO PROVIDE INFORMATION.  Until the Restriction
Termination Date:

               (a)  Every Beneficial Owner of more than 5%, or such lower
percentages as are then required pursuant to regulations under the Code, of the
outstanding shares of any class or series of Equity Stock of the Corporation as
of any dividend record date on the Company's Equity Stock shall, within 30 days
after January 1 of each year, provide to the Corporation a written statement or
affidavit stating the name and address of such Beneficial Owner, the number of
shares of Equity Stock Beneficially Owned by such Beneficial Owner as of each
such dividend record date, and a description of how such shares are held. Each
such Beneficial Owner shall provide to the Corporation such additional
information as the

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Corporation may request in order to determine the effect, if any, of such
Beneficial Ownership on the Corporation's status as a REIT and to ensure
compliance with the Ownership Limit.

               (b)  Each Person who is a Beneficial Owner of shares of Equity
Stock and each Person (including the stockholder of record) who is holding
shares of Equity Stock for a Beneficial Owner shall provide to the Corporation a
written statement or affidavit stating such information as the Corporation may
request in order to determine the Corporation's status as a REIT and to ensure
compliance with the Ownership Limit.

          4.   EXCEPTION.  The Board of Directors, upon receipt of a ruling from
the Internal Revenue Service or an opinion of counsel or other evidence or
undertakings acceptable to it, may, in its sole discretion, waive the
application of the Ownership Limit, the Look-Through Ownership Limit or the
Related Party Limit to a Person subject, as the case may be, to any such limit,
provided that (A) the Board of Directors obtains such representations and
undertakings from such Person as are reasonably necessary to ascertain that such
Person's Beneficial Ownership or Constructive Ownership of shares of Equity
Stock will now and in the future (i) not result in the Corporation being
"closely held" within the meaning of Section 856(h) of the Code, (ii) not cause
the Corporation to Constructively Own 10% or more of the ownership interests of
a tenant of the Corporation or a Subsidiary within the meaning of Section
856(d)(2)(B) of the Code and to violate the 95% gross income test of Section
856(c)(2) of the Code, and (iii) not result in the shares of Equity Stock of the
Corporation being beneficially owned by fewer than 100 persons within the
meaning of Section 856(a)(5) of the Code and (B) such Person agrees in writing
that any violation or attempted violation of (x) such other limitation as the
Board of Directors may establish at the time of such waiver with respect to such
Person or (y) such other restrictions and conditions as the Board of Directors
may in its sole discretion impose at the time of such waiver with respect to
such Person, will result, as of the time of such violation even if discovered
after such violation, in the conversion of such shares in excess of the original
limit applicable to such Person into shares of Excess Stock pursuant to Section
(D)(1) of this Article IV.

          5.   NEW YORK STOCK EXCHANGE TRANSACTIONS. Notwithstanding any
provision contained herein to the contrary, nothing in this Certificate shall
preclude the settlement of any transaction entered into through the facilities
of the New York Stock Exchange or any other national securities exchange or the
Nasdaq Stock Market, Inc. or any other automated quotation system.  In no event
shall the existence or application of the preceding sentence have the effect of
deterring or preventing the conversion of Equity Stock into Excess Stock as
contemplated herein.

     D.   EXCESS STOCK.

          1.   CONVERSION INTO EXCESS STOCK.

               (a)  If, notwithstanding the other provisions contained in this
Article IV, from and after the date of the Initial Public Offering and prior to
the Restriction

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Termination Date, there is a purported Transfer or Non-Transfer Event such that
any Person (other than a Related Party or Look-Through Entity) would
Beneficially Own shares of Equity Stock in excess of the Ownership Limit, or
such that any Person that is an L-Related Party would Beneficially Own shares of
Equity Stock which when aggregated together with all shares of Equity Stock
Beneficially Owned by all other L-Related Parties would cause the L-Related
Parties to exceed the Related Party Limit, or such that any Person that is a Z-
Related Party would Beneficially Own shares of Equity Stock which when
aggregated together with all shares of Equity Stock Beneficially Owned by all
other Z-Related Parties would cause the Z-Related Parties to exceed the Related
Party Limit, or such that any Person that is a Look-Through Entity would
Beneficially Own shares of Equity Stock in excess of the Look-Through Limit,
then, (i) except as otherwise provided in Section (C)(4) of this Article IV, the
purported transferee shall be deemed to be a Prohibited Owner and shall acquire
no right or interest (or, in the case of a Non-Transfer Event, the Person
holding record title to the shares of Equity Stock Beneficially Owned by such
Beneficial Owner shall cease to own any right or interest) in such number of
shares of Equity Stock which would cause such Beneficial Owner (alone or
together with other Related Parties, if applicable) to Beneficially Own shares
of Equity Stock in excess of the Ownership Limit, the Related Party Limit, or
the Look-Through Limit, as the case may be, (ii) such number of shares of Equity
Stock in excess of the Ownership Limit, the Related Party Limit or the Look-
Through Limit, as the case may be, (rounded up to the nearest whole share) shall
be automatically converted into an equal number of shares of Excess Stock and
transferred to a Trust in accordance with Section (D)(4) of this Article IV and
(iii) the Prohibited Owner shall submit the certificates representing such
number of shares of Equity Stock to the Corporation, accompanied by all
requisite and duly executed assignments of transfer thereof, for registration in
the name of the Trustee of the Trust. Such conversion into Excess Stock and
transfer to a Trust shall be effective as of the close of trading on the Trading
Day prior to the date of the purported Transfer or Non-Transfer Event, as the
case may be, even though the certificates representing the shares of Equity
Stock so converted may be submitted to the Corporation at a later date.

               (b)  If, notwithstanding the other provisions contained in this
Article IV, prior to the Restriction Termination Date there is a purported
Transfer or Non-Transfer Event that, if effective, would (i) result in the
Corporation being "closely held" within the meaning of Section 856(h) of the
Code, (ii) cause the Corporation to Constructively Own 10% or more of the
ownership interest in a tenant of the Corporation's or a Subsidiary's real
property within the meaning of Section 856(d)(2)(B) of the Code or (iii) result
in the shares of Equity Stock being beneficially owned by fewer than 100 persons
within the meaning of Section 856(a)(5) of the Code, then (x) the purported
transferee shall be deemed to be a Prohibited Owner and shall acquire no right
or interest (or, in the case of a Non-Transfer Event, the Person holding record
title of the shares of Equity Stock with respect to which such Non-Transfer
Event occurred shall cease to own any right or interest) in such number of
shares of Equity Stock, the ownership of which by such purported transferee or
record holder would (A) result in the Corporation being "closely held" within
the meaning of Section 856(h) of the Code, (B) cause the Corporation to
Constructively Own 10% or more of the ownership interests in a tenant of the
Corporation's or a Subsidiary's real property within the meaning of

                                       11
<PAGE>
 
Section 856(d)(2)(B) of the Code or (c) result in the shares of Equity Stock
being beneficially owned by fewer than 100 persons within the meaning of Section
856(a)(5) of the Code, (y) such number of shares of Equity Stock (rounded up to
the nearest whole share) shall be automatically converted into an equal number
of shares of Excess Stock and transferred to a Trust in accordance with Section
(D)(4) of this Article IV and (z) the Prohibited Owner shall submit such number
of shares of Equity Stock to the Corporation, accompanied by all requisite and
duly executed assignments of transfer thereof, for registration in the name of
the Trustee of the Trust. Such conversion into Excess Stock and transfer to a
Trust shall be effective as of the close of trading on the Trading Day prior to
the date of the purported Transfer or Non-Transfer Event, as the case may be,
even though the certificates representing the shares of Equity Stock so
converted may be submitted to the Corporation at a later date.

               (c)  Upon the occurrence of such a conversion of shares of Equity
Stock into an equal number of shares of Excess Stock, such shares of Equity
Stock shall be automatically retired and canceled, without any action required
by the Board of Directors of the Corporation, and shall thereupon be restored to
the status of authorized but unissued shares of the particular class or series
of Equity Stock from which such Excess Stock was converted and may be reissued
by the Corporation as that particular class or series of Equity Stock.

          2.   REMEDIES FOR BREACH.  If the Corporation, or its designees, shall
at any time determine in good faith that a Transfer has taken place in violation
of Section (C)(2) of this Article IV or that a Person intends to acquire or has
attempted to acquire Beneficial Ownership or Constructive Ownership of any
shares of Equity Stock in violation of Section (C)(2) of this Article IV, the
Corporation shall take such action as it deems advisable to refuse to give
effect to or to prevent such Transfer or acquisition, including, but not limited
to, refusing to give effect to such Transfer on the stock transfer books of the
Corporation or instituting proceedings to enjoin such Transfer or acquisition,
but the failure to take any such action shall not affect the automatic
conversion of shares of Equity Stock into Excess Stock and their transfer to a
Trust in accordance with Section (D)(1).

          3.   NOTICE OF RESTRICTED TRANSFER.  Any Person who acquires or
attempts to acquire shares of Equity Stock in violation of Section (C)(2) of
this Article IV, or any Person who owns shares of Equity Stock that were
converted into shares of Excess Stock and transferred to a Trust pursuant to
Sections (D)(1) and (D)(4) of this Article IV, shall immediately give written
notice to the Corporation of such event and shall provide to the Corporation
such other information as the Corporation may request in order to determine the
effect, if any, of such Transfer or Non-Transfer Event, as the case may be, on
the Corporation's status as a REIT.

          4.   OWNERSHIP IN TRUST.  Upon any purported Transfer or Non-Transfer
Event that results in Excess Stock pursuant to Section (D)(1) of this Article
IV, (i) the Corporation shall create, or cause to be created, a Trust, and shall
designate a Trustee and name a Beneficiary thereof and (ii) such Excess Stock
shall be automatically transferred to such Trust to be held for the exclusive
benefit of the Beneficiary.  Any conversion of shares of 

                                       12
<PAGE>
 
Equity Stock into shares of Excess Stock and transfer to a Trust shall be
effective as of the close of trading on the Trading Day prior to the date of the
purported Transfer or Non-Transfer Event that results in the conversion. Shares
of Excess Stock so held in trust shall remain issued and outstanding shares of
stock of the Corporation.

          5.   DIVIDEND RIGHTS.  Each share of Excess Stock shall be entitled to
the same dividends and distributions (as to both timing and amount) as may be
declared by the Board of Directors with respect to shares of Common Stock.  The
Trustee, as record holder of the shares of Excess Stock, shall be entitled to
receive all dividends and distributions and shall hold all such dividends or
distributions in trust for the benefit of the Beneficiary.  The Prohibited Owner
with respect to such shares of Excess Stock shall repay to the Trust the amount
of any dividends or distributions received by it (i) that are attributable to
any shares of Equity Stock that have been converted into shares of Excess Stock
and (ii) the record date of which was on or after the date that such shares were
converted into shares of Excess Stock. The Corporation shall take all measures
that it determines reasonably necessary to recover the amount of any such
dividend or distribution paid to a Prohibited Owner, including, if necessary,
withholding any portion of future dividends or distributions payable on shares
of Equity Stock Beneficially Owned by the Person who, but for the provisions of
this Article IV, would Constructively Own or Beneficially Own the shares of
Equity Stock that were converted into shares of Excess Stock; and, as soon as
reasonably practicable following the Corporation's receipt or withholding
thereof, shall pay over to the Trust for the benefit of the Beneficiary the
dividends so received or withheld, as the case may be.

          6.   RIGHTS UPON LIQUIDATION.  In the event of any voluntary or
involuntary liquidation of, or winding up of, or any distribution of the assets
of, the Corporation, each holder of shares of Excess Stock shall be entitled to
receive, ratably with each other holder of shares of Common Stock and Excess
Stock, that portion of the assets of the Corporation that is available for
distribution to the holders of Common Stock and Excess Stock.  The Trust shall
distribute to the Prohibited Owner the amounts received upon such liquidation,
dissolution, or winding up, or distribution; PROVIDED, HOWEVER, that the
Prohibited Owner shall not be entitled to receive amounts in excess of, in the
case of a purported Transfer in which the Prohibited Owner gave value for shares
of Equity Stock and which Transfer resulted in the conversion of the shares into
shares of Excess Stock, the product of (x) the price per share, if any, such
Prohibited Owner paid for the shares of Equity Stock and (y) the number of
shares of Equity Stock which were so converted into Excess Stock, and, in the
case of a Non-Transfer Event or purported Transfer in which the Prohibited Owner
did not give value for such shares (E.G., if the shares were received through a
gift or devise) and which Non-Transfer Event or purported Transfer, as the case
may be, resulted in the conversion of the shares into shares of Excess Stock,
the product of (x) the price per share equal to the Market Price on the date of
such Non-Transfer Event or purported Transfer and (y) the number of shares of
Equity Stock which were so converted into Excess Stock.  Any remaining amount in
such Trust shall be distributed to the Beneficiary.

                                       13
<PAGE>
 
          7.   VOTING RIGHTS.  Each share of Excess Stock shall entitle the
holder to no voting rights other than those voting rights which accompany a
class of capital stock under Delaware law.  The Trustee, as record holder of the
Excess Stock, shall be entitled to vote all shares of Excess Stock.  Any vote by
a Prohibited Owner as a purported holder of shares of Equity Stock prior to the
discovery by the Corporation that such shares of Equity Stock have been
converted into shares of Excess Stock shall, subject to applicable law, be
rescinded and shall be void AB INITIO with respect to such shares of Excess
Stock.

          8.   DESIGNATION OF PERMITTED TRANSFEREE.

               (a)  As soon as practicable after the Trustee acquires Excess
Stock, but in an orderly fashion so as not to materially adversely affect the
trading price of Common Stock, the Trustee shall designate one or more Persons
as Permitted Transferees and sell to such Permitted Transferees any shares of
Excess Stock held by the Trustee; PROVIDED, HOWEVER, that (i) any Permitted
Transferee so designated purchases for valuable consideration (whether in a
public or private sale) the shares of Excess Stock and (ii) any Permitted
Transferee so designated may acquire such shares of Excess Stock without
violating any of the restrictions set forth in Section (C)(2) of this Article IV
and without such acquisition resulting in the conversion of the shares of Equity
Stock so acquired into shares of Excess Stock and the transfer of such shares to
a Trust pursuant to Sections (D)(1) and (D)(4) of this Article IV. The Trustee
shall have the exclusive and absolute right to designate Permitted Transferees
of any and all shares of Excess Stock. Prior to any transfer by the Trustee of
shares of Excess Stock to a Permitted Transferee, the Trustee shall give not
less than five Trading Days prior written notice to the Corporation of such
intended transfer and the Corporation must have waived in writing its purchase
rights under Section (D)(10) of this Article IV.

               (b)  Upon the designation by the Trustee of a Permitted
Transferee in accordance with the provisions of this Section (D)(8), the Trustee
shall cause to be transferred to the Permitted Transferee shares of Excess Stock
acquired by the Trustee pursuant to Section (D)(4) of this Article IV. Upon such
transfer of shares of Excess Stock to the Permitted Transferee, such shares of
Excess Stock shall be automatically converted into an equal number of shares of
Equity Stock of the same class and series from which such Excess Stock was
converted. Upon the occurrence of such a conversion of shares of Excess Stock
into an equal number of shares of Equity Stock, such shares of Excess Stock
shall be automatically retired and canceled, without any action required by the
Board of Directors of the Corporation, and shall thereupon be restored to the
status of authorized but unissued shares of Excess Stock and may be reissued by
the Corporation as Excess Stock. The Trustee shall (i) cause to be recorded on
the stock transfer books of the Corporation that the Permitted Transferee is the
holder of record of such number of shares of Equity Stock, and (ii) distribute
to the Beneficiary any and all amounts held with respect to such shares of
Excess Stock after making payment to the Prohibited Owner pursuant to Section
(D)(9) of this Article IV.

                                       14
<PAGE>
 
               (c)  If the Transfer of shares of Excess Stock to a purported
Permitted Transferee would or does violate any of the transfer restrictions set
forth in Section (C)(2) of this Article IV, such Transfer shall be void AB
INITIO as to that number of shares of Excess Stock that cause the violation of
any such restriction when such shares are converted into shares of Equity Stock
(as described in clause (b) above) and the purported Permitted Transferee shall
be deemed to be a Prohibited Owner and shall acquire no rights in such shares of
Excess Stock or Equity Stock. Such shares of Equity Stock shall be automatically
re-converted into Excess Stock and transferred to the Trust from which they were
originally Transferred. Such conversion and transfer to the Trust shall be
effective as of the close of trading on the Trading Day prior to the date of the
Transfer to the purported Permitted Transferee and the provisions of this
Article IV shall apply to such shares, including, without limitation, the
provisions of Sections (D)(8) through (D)(10) with respect to any future
Transfer of such shares by the Trust.

          9.   COMPENSATION TO RECORD HOLDER OF SHARES OF EQUITY STOCK THAT ARE
CONVERTED INTO SHARES OF EXCESS STOCK.  Any Prohibited Owner shall be entitled
(following acquisition of the shares of Excess Stock and subsequent designation
of and sale of Excess Stock to a Permitted Transferee in accordance with Section
(D)(8) of this Article IV or following the acceptance of the offer to purchase
such shares in accordance with Section (D)(10) of this Article IV) to receive
from the Trustee following the sale or other disposition of such shares of
Excess Stock the lesser of (i) (a) in the case of a purported Transfer in which
the Prohibited Owner gave value for shares of Equity Stock and which Transfer
resulted in the conversion of such shares into shares of Excess Stock, the
product of (x) the price per share, if any, such Prohibited Owner paid for the
shares of Equity Stock and (y) the number of shares of Equity Stock which were
so converted into Excess Stock and (b) in the case of a Non-Transfer Event or
purported Transfer in which the Prohibited Owner did not give value for such
shares (E.G., if the shares were received through a gift or devise) and which
Non-Transfer Event or purported Transfer, as the case may be, resulted in the
conversion of such shares into shares of Excess Stock, the product of (x) the
price per share equal to the Market Price on the date of such Non-Transfer Event
or purported Transfer and (y) the number of shares of Equity Stock which were so
converted into Excess Stock or (ii) the proceeds received by the Trustee from
the sale or other disposition of such shares of Excess Stock in accordance with
Section (D)(8) or Section (D)(10) of this Article IV. Any amounts received by
the Trustee in respect of such shares of Excess Stock and in excess of such
amounts to be paid to the Prohibited Owner pursuant to this Section (D)(9) shall
be distributed to the Beneficiary in accordance with the provisions of Section
(D)(8) of this Article IV.  Each Beneficiary and Prohibited Owner shall waive
any and all claims that it may have against the Trustee and the Trust arising
out of the disposition of shares of Excess Stock, except for claims arising out
of the gross negligence or willful misconduct of, or any failure to make
payments in accordance with this Section (D) of this Article IV by such Trustee.

          10.  PURCHASE RIGHT IN EXCESS STOCK.  Shares of Excess Stock shall be
deemed to have been offered for sale to the Corporation or its designee, at a
price per share equal to the lesser of (i) the price per share in the
transaction that created such shares of 

                                       15
<PAGE>
 
Excess Stock (or, in the case of a Non-Transfer Event or Transfer in which the
Prohibited Owner did not give value for the shares (E.G., if the shares were
received through a gift or devise), the Market Price on the date of such Non-
Transfer Event or Transfer in which the Prohibited Owner did not give value for
the shares) or (ii) the Market Price on the date the Corporation, or its
designee, accepts such offer. The Corporation shall have the right to accept
such offer for a period of 90 days following the later of (a) the date of the
Non-Transfer Event or purported Transfer which results in such shares of Excess
Stock or (b) the date the Board of Directors first determined that a Transfer or
Non-Transfer Event resulting in shares of Excess Stock has occurred, if the
Corporation does not receive a notice of such Transfer or Non-Transfer Event
pursuant to Section (D)(3) of this Article IV.

     E.   PREEMPTIVE RIGHTS.  No holder of shares of any class or series of
capital stock shall as such holder have any preemptive or preferential right to
purchase or subscribe to (i) any shares of any class or series of capital stock
of the Corporation, whether now or hereafter authorized, (ii) any warrants,
rights or options to purchase any such capital stock or (iii) any obligations
convertible into any such capital stock or into warrants, rights or options to
purchase any such capital stock.

     F.   REMEDIES NOT LIMITED.  Except as set forth in Section (C)(5) of this
Article IV, nothing contained in this Article IV shall limit the authority of
the Corporation to take such other action as it deems necessary or advisable to
protect the Corporation and the interests of its stockholders by preservation of
the Corporation's status as a REIT and to ensure compliance with the Ownership
Limit, the Look-Through Ownership Limit and the Related Party Limit.

     G.   AMBIGUITY.  In the case of an ambiguity in the application of any of
the provisions of this Article IV, including any definition contained in Section
(C)(1) of this Article IV, the Board of Directors shall have the power to
determine the application of the provisions of this Article IV with respect to
any situation based on the facts known to it.

     H.   LEGEND.  Each certificate for shares of Equity Stock shall bear the
following legend:

          "The shares of Boston Properties, Inc. (the "Corporation") represented
          by this certificate are subject to restrictions set forth in the
          Corporation's Certificate of Incorporation which prohibit in general
          (a) any Person (other than a Related Party or a Look-Through Entity)
          from Beneficially Owning shares of Equity Stock in excess of the
          Ownership Limit, (b) any L-Related Party from Beneficially Owning
          shares of Equity Stock which, when aggregated with the shares of
          Equity Stock Beneficially Owned by all other L-Related Parties, are in
          excess of the Related Party Limit, (c) any Z-Related Party from
          Beneficially Owning shares of Equity Stock which, when aggregated with
          the shares of Equity 

                                       16
<PAGE>
 
          Stock Beneficially Owned by all other Z-Related Parties, are in excess
          of the Related Party Limit, (d) any Look-Through Entity from
          Beneficially Owning shares of Equity Stock in excess of the Look-
          Through Ownership Limit and (e) any Person from acquiring or
          maintaining any ownership interest in the stock of the Corporation
          that is inconsistent with (i) the requirements of the Code pertaining
          to real estate investment trusts or (ii) the Certificate of
          Incorporation of the Corporation, and the holder of this certificate
          by his acceptance hereof consents to be bound by such restrictions.
          Capitalized terms used in this paragraph and not defined herein are
          defined in the Corporation's Certificate of Incorporation.

          The Corporation will furnish without charge, to each stockholder who
          so requests, a copy of the relevant provisions of the Certificate of
          Incorporation and By-laws of the Corporation, a copy of the provisions
          setting forth the designations, preferences, privileges and rights of
          each class of stock or series thereof that the Corporation is
          authorized to issue and the qualifications, limitations and
          restrictions of such preferences and/or rights. Any such request may
          be addressed to the Secretary of the Corporation or to the transfer
          agent named on the face hereof."

     I.   SEVERABILITY.  Each provision of this Article IV shall be severable
and an adverse determination as to any such provision shall in no way affect the
validity of any other provision.

                                   ARTICLE V

                              STOCKHOLDER ACTION

     Any action required or permitted to be taken by stockholders of the
Corporation at any annual or special meeting of stockholders of the Corporation
must be effected at a duly called annual or special meeting of stockholders and
may not be taken or effected by a written consent of stockholders in lieu
thereof.

                                  ARTICLE VI

                                   DIRECTORS

     A.   GENERAL POWERS; ACTION BY COMMITTEE.  (a) The property, affairs and
business of the Corporation shall be managed by or under the direction of the
Board of Directors and, except as otherwise expressly provided by law, the By-
laws or this Certificate, all of the powers of the Corporation shall be vested
in such Board.  Any action which the 

                                       17
<PAGE>
 
Board of Directors is empowered to take may be taken on behalf of the Board of
Directors by a duly authorized committee thereof except (i) to the extent
limited by Delaware law, this Certificate or the By-laws and (ii) for any action
which requires the affirmative vote or approval of a majority or a supermajority
of the Directors then in office (unless, in such case, this Certificate or the
By-laws specifically provides that a duly authorized Committee can take such
action on behalf of the Board of Directors). A majority of the Board of
Directors shall constitute a quorum and, except as provided in paragraph (b) of
this Section (A), the affirmative vote of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.

     (b)  Notwithstanding the foregoing or any other provision of this
Certificate of Incorporation, the affirmative vote of more than 75% of the
directors then in office (the "REQUIRED DIRECTORS") shall be required to approve
the actions set forth in clauses (i) through (viii) below and any such action
shall not be effective unless approved by the vote of the Required Directors:

          (i)    a Change of Control (as hereinafter defined) of the Corporation
     or the Operating Partnership;

          (ii)   any amendment to the limited partnership agreement of the
     Operating Partnership;

          (iii)  any waiver or modification of the Ownership Limit, the Related
     Party Limit or the Look-Through Ownership Limit;

          (iv)   any merger, consolidation or sale of all or substantially all
     of the assets of the Corporation or the Operating Partnership;

          (v)    the issuance of any Equity Securities of the Corporation or any
     securities convertible into or exchangeable or exercisable for any Equity
     Securities of the Corporation, PROVIDED THAT the affirmative vote of the
     Required Directors shall not be required with respect to the issuance of
     Equity Securities (a) pursuant to any stock incentive plan or employee
     bonus or compensation arrangement, (b) in a bona fide underwritten public
     offering managed by one or more nationally recognized investment banking
     firms, (c) in exchange for Units presented to the Operating Partnership for
     redemption pursuant to the Operating Partnership Agreement or (d) to a 
     Look-Through Entity that would not violate the Look-Through Ownership Limit
     following such issuance;

          (vi)   for the Corporation to take title to assets (other than
     temporarily in connection with an acquisition prior to contributing such
     assets to the Operating Partnership), or to conduct business other than
     through the Operating Partnership, or for the Corporation or the Operating
     Partnership to engage in any business other than

                                       18
<PAGE>
 
     the ownership, construction, development, management and operation of
     commercial real estate properties;

          (vii)  for the Corporation or the Operating Partnership to make a
     general assignment for the benefit of creditors or to institute any
     proceedings in bankruptcy or for the liquidation, dissolution,
     reorganization or winding up of the Corporation or the Operating
     Partnership or to consent to the taking of any such action against the
     Corporation or the Operating Partnership;

          (viii) to terminate the Corporation's status as a real estate
     investment trust for federal income tax purposes; and

          (ix)   to recommend to the stockholders that this Certificate or a
     provision of this Certificate be amended or repealed.

     (c)  Except as defined below, capitalized terms in this Section (A) have
the meanings specified in Section (C)(1) of Article IV. For purposes of this
Section (A):

          (i)    "CHANGE OF CONTROL" of (A) the Corporation shall mean any
     transaction or series of related transactions (whether by purchase of
     existing shares of Common Stock or Units, merger, consolidation or
     otherwise, but not including the issuance of newly issued shares of Common
     Stock by the Corporation or of Units by the Operating Partnership following
     a capital contribution by the Corporation in response to such issuance by
     the Corporation), to which the Corporation is a party or the Corporation's
     consent or approval is required, the result of which is that either (1) any
     Person or Group other than the Related Parties becomes the Beneficial
     Owner, directly or indirectly, of 25% or more of the total voting power in
     the aggregate of all classes of capital stock of the Corporation then
     outstanding normally entitled to vote in the election of directors of the
     Corporation (or any surviving entity) (including in such calculation the
     shares of capital stock such Person or Group would receive if any Units
     owned by such Person or Group were presented for redemption and acquired by
     the Corporation for shares of capital stock) or (2) the Beneficial Owners
     of the capital stock of the Corporation normally entitled to vote in the
     election of directors immediately prior to the transaction or series of
     related transactions beneficially own less than 75% of the total voting
     power in the aggregate of all classes of capital stock of the Corporation
     then outstanding normally entitled to vote in the election of directors of
     the Corporation (or any surviving entity) immediately after such
     transaction or transactions (including in such calculation the shares of
     capital stock such Beneficial Owners would receive if any Units owned by
     such Beneficial Owners were presented for redemption and acquired by the
     Company for shares of capital stock); or (B) the Operating Partnership
     shall mean (i) any sale, transfer or other conveyance (whether by merger or
     consolidation of the Corporation or otherwise) by the Corporation of the
     general partnership interest in the Operating Partnership, except such
     transfers permitted under Section _____ of the Operating Partnership
     Agreement, (ii) any transaction or series of

                                       19
<PAGE>
 
     related transactions (whether by purchase of existing Units, issuance of
     Units (other than as a result of a capital contribution by the Corporation
     following an issuance of shares of Equity Stock), merger, consolidation or
     otherwise), to which the Operating Partnership is a party or the consent or
     approval of the Corporation is required, the result of which is that either
     (1) any Person or Group other than the Related Parties becomes the
     Beneficial Owner, directly or indirectly, of Units which represent 25% or
     more of the total percentage of limited partnership interests therein or
     (2) the Beneficial Owners of limited partnership interests therein
     immediately prior to the transaction beneficially own less than 75% of the
     total percentage of limited partnership interests therein then outstanding
     immediately after such transaction or series of related transactions.

          (ii)   "PERSON" shall have the same meaning as such term has for
     purposes of Sections 13(d) and 14(d) of the Exchange Act.

          (iii)  "GROUP" shall have the same meaning as such term has for
     purposes of Sections 13(d) and 14(d) of the Exchange Act.

          (iv)   "BENEFICIAL OWNER" shall have the same meaning as such term has
     for purposes of Rule 13d-3 promulgated under the Exchange Act, except that
     a Person shall be deemed to have beneficial ownership of all shares that a
     Person has the right to acquire, whether or not such right is immediately
     exercisable. "BENEFICIALLY OWNS" and "BENEFICIALLY OWNED" shall have the
     correlative meanings.

          (v)    "UNITS" shall mean the units into which partnership interests
     in the Operating Partnership are divided, and as the same may be adjusted,
     as provided in the limited partnership agreement of the Operating
     Partnership (the "Operating Partnership Agreement").

     C.   ELECTION OF DIRECTORS.  Election of directors need not be by written
ballot unless the By-laws of the Corporation shall so provide.

     D.   NUMBER AND TERMS OF DIRECTORS.  The Corporation shall have a Board of
Directors initially consisting of five (5) directors.  Thereafter, the number of
directors shall be fixed by resolution duly adopted from time to time by the
Board of Directors; PROVIDED, HOWEVER, that in no event shall the number of
directors exceed eleven (11) or be less than the minimum number required by the
DGCL.  A director need not be a stockholder of the Corporation.

     The directors shall be classified, with respect to the term for which they
severally hold office, into three classes, as nearly equal in number as
possible.  The initial Class I Directors of the Corporation shall be
______________; the initial Class II Directors of the Corporation shall be
____________________________; and the initial Class III Directors of the
Corporation shall be _________________________________.  The initial Class I
Directors 

                                       20
<PAGE>
 
shall serve for a term expiring at the annual meeting of stockholders to be held
in 1998; the initial Class II Directors shall serve for a term expiring at the
annual meeting of stockholders to be held in 1999; and the initial Class III
Directors shall serve for a term expiring at the annual meeting of stockholders
to be held in 2000. At each annual meeting of stockholders, the successor or
successors of the class of directors whose term expires at that meeting shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at such meeting and entitled to vote on the election of
directors, and shall hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election. The
directors elected to each class shall hold office until their successors are
duly elected and qualified or until their earlier resignation or removal.

     Notwithstanding the foregoing, whenever, pursuant to the provisions of
Article IV of this Certificate, the holders of any one or more series of
Preferred Stock shall have the right, voting separately as a series or together
with holders of other such series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of this
Certificate and any certificates of designation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Section
(C).

     During any period when the holders of any series of Preferred Stock have
the right to elect additional directors as provided for or fixed pursuant to the
provisions of Article IV of this Certificate, then upon commencement and for the
duration of the period during which such right continues:  (a) the then
otherwise total authorized number of directors of the Corporation shall
automatically be increased by such specified number of directors, and the
holders of such Preferred Stock shall be entitled to elect the additional
directors so provided for or fixed pursuant to said provisions and (b) each such
additional director shall serve until such director's successor shall have been
duly elected and qualified, or until such director's right to hold such office
terminates pursuant to said provisions, whichever occurs earlier, subject to
such director's earlier death, disqualification, resignation or removal.  Except
as otherwise provided by the Board in the resolution or resolutions establishing
such series, whenever the holders of any series of Preferred Stock having such
right to elect additional directors are divested of such right pursuant to the
provisions of such stock, the terms of office of all such additional directors
elected by the holders of such stock, or elected to fill any vacancies resulting
from the death, resignation, disqualification or removal of such additional
directors, shall forthwith terminate and the total authorized number of
directors of the Corporation shall be reduced accordingly.

     E.   REMOVAL OF DIRECTORS.  Subject to the rights, if any, of the holders
of any series of Preferred Stock to elect directors and to remove any director
whom such holders have the right to elect, any director (including persons
elected by directors to fill vacancies in the Board of Directors) may be removed
from office (a) only with cause and (b) only by the affirmative vote of the
holders of at least 75% of the shares then entitled to vote at a meeting of the
stockholders called for that purpose.  At least 30 days prior to any meeting of
stockholders at which it is proposed that any director be removed from office,
written notice of 

                                       21
<PAGE>
 
such proposed removal shall be sent to the director whose removal will be
considered at the meeting. For purposes of this Certificate, "cause," with
respect to the removal of any director, shall mean only (i) conviction of a
felony, (ii) declaration of unsound mind by order of a court, (iii) gross
dereliction of duty, (iv) commission of any act involving moral turpitude or (v)
commission of an act that constitutes intentional misconduct or a knowing
violation of law if such action in either event results both in an improper
substantial personal benefit to such director and a material injury to the
Corporation.

     F.   VACANCIES.  Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect directors and to fill vacancies in the Board
of Directors relating thereto, any and all vacancies in the Board of Directors,
however occurring, including, without limitation, by reason of an increase in
size of the Board of Directors, or the death, resignation, disqualification or
removal of a director, shall be filled solely by the affirmative vote of a
majority of the remaining directors then in office, even if less than a quorum
of the Board of Directors.  Any director appointed in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been duly elected and
qualified or until such director's earlier resignation or removal.  Subject to
the rights, if any, of the holders of any series of Preferred Stock, when the
number of directors is increased or decreased, the Board of Directors shall
determine the class or classes to which the increased or decreased number of
directors shall be apportioned; PROVIDED, HOWEVER, that no decrease in the
number of directors shall shorten the term of any incumbent director.  In the
event of a vacancy in the Board of Directors, the remaining directors, except as
otherwise provided by law, may exercise the powers of the full Board of
Directors until such vacancy is filled.

                                  ARTICLE VII

                            LIMITATION OF LIABILITY

     A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the DGCL or (d) for any transaction
from which the director derived an improper personal benefit.  If the DGCL is
amended after the effective date of this Certificate to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the DGCL, as so amended.

     Any repeal or modification of this Article VII by either (i) the
stockholders of the Corporation or (ii) an amendment to the DGCL shall not
adversely affect any right or protection existing at the time of such repeal or
modification with respect to any acts or 

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omissions occurring before such repeal or modification of a person who has
served as a director prior to, or is then serving as a director at the time of,
such repeal or modification.

                                 ARTICLE VIII

                          MAINTENANCE OF REIT STATUS

     For so long as the Board of Directors deems the maintenance of REIT status
to be in the best interests of the Corporation, the Corporation shall seek to
satisfy the requirements for qualification as a REIT under the Code, including,
but not limited to, the ownership of its outstanding stock, the nature of its
assets, the sources of its income, and the amount and timing of its
distributions to its stockholders.

                                  ARTICLE IX

                              AMENDMENT OF BYLAWS

     A.   AMENDMENT BY DIRECTORS.  Except as otherwise provided by law, the By-
laws of the Corporation may be amended or repealed by the Board of Directors by
the affirmative vote of a majority of the directors then in office.

     B.   AMENDMENT BY STOCKHOLDERS.  The By-laws of the Corporation may be
amended or repealed at any annual meeting of stockholders, or at any special
meeting of stockholders called for such purpose, by the affirmative vote of at
least 75% of the outstanding shares of capital stock of the Corporation entitled
to vote on such amendment or repeal, voting together as a single class;
PROVIDED, HOWEVER, that if the Board of Directors recommends that stockholders
approve such amendment or repeal at such meeting of stockholders, such amendment
or repeal shall only require the affirmative vote of the majority of the shares
present in person or represented by proxy at such meeting and entitled to vote
on such amendment or repeal, voting together as a single class.


                                   ARTICLE X

                   AMENDMENT OF CERTIFICATE OF INCORPORATION

     The Corporation reserves the right to amend or repeal this Certificate in
the manner now or hereafter prescribed by statute and this Certificate, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

     No amendment or repeal of this Certificate shall be made unless the same is
first approved by the Board of Directors pursuant to a resolution adopted by the
Board of Directors in accordance with Section 242 of the DGCL, and, except as
otherwise provided by law, thereafter approved by the stockholders.  Whenever
any vote of the holders of voting stock is required to amend or repeal any
provision of this Certificate, then in addition to any other vote 

                                       23
<PAGE>
 
of the holders of voting stock that is required by this Certificate or by law,
the affirmative vote of two-thirds of the outstanding shares of capital stock of
the Corporation entitled to vote on such amendment or repeal, voting together as
a single class, and the affirmative vote of two-thirds of the outstanding shares
of each class entitled to vote thereon as a class, shall be required to amend or
repeal any provision of this Certificate (except that in each case only a
majority rather than two-thirds shall be needed if the Board of Directors
recommends that stockholders approve such amendment or repeal); PROVIDED,
HOWEVER, that the affirmative vote of not less than 75% of the outstanding
shares entitled to vote on such amendment or repeal, voting together as a single
class, and the affirmative vote of not less than 75% of the outstanding shares
of each class entitled to vote thereon as a class, shall be required to amend or
repeal any of the provisions of Article V, Article VI, Article VII, Article IX
or Article X of this Certificate.

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