
<PAGE>
                                                                     EXHIBIT 4.2

 
                                 Form of Certificate of Designation, Preferences
                                and Rights of a Series of Preferred Stock

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                           AND RIGHTS OF A SERIES OF
                                PREFERRED STOCK

                                       OF

                            BOSTON PROPERTIES, INC.


                            Pursuant to Section 151
            of the General Corporation Law of the State of Delaware
                                 _____________


BOSTON PROPERTIES, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:

     That, pursuant to authority conferred upon the Board of Directors by the
Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") of said Corporation, and pursuant to the provisions of Section
151 of the General Corporation Law of the State of Delaware, said Board of
Directors, by a unanimous written consent, dated as of June 11, 1997, adopted a
resolution providing for the designations, preferences and relative,
participating, optional or other rights, and the qualifications, limitations or
restrictions thereof, including, without limiting the generality of the
foregoing, such provisions as may be desired concerning voting, redemption,
dividends, dissolution or the distribution of assets, and conversion or
exchange, of a Series of Preferred Stock, which resolution is as follows:

                            See attached pages 2A-8A
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                         VOTE OF DIRECTORS ESTABLISHING
            SERIES E JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK
                                       OF
                            BOSTON PROPERTIES, INC.

             Pursuant to Section 151 of the General Corporation Law
                           of the State of Delaware:


          VOTED, that pursuant to the authority conferred upon and vested in the
Board of Directors by the Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") of Boston Properties, Inc. (the "Corporation")
the Board of Directors hereby establishes and designates a series of Preferred
Stock of the Corporation, and hereby fixes and determines the relative rights
and preferences of the shares of such series, in addition to those set forth in
the Certificate of Incorporation, as follows:

          Section 1.  Designation and Amount.  The shares of such series shall
                      ----------------------                                  
be designated as "Series E Junior Participating Cumulative Preferred Stock," par
value $.01 per share (hereinafter called "Series E Preferred Stock"), and the
number of shares initially constituting such series shall be 200,000.  Such
number of shares may be increased or decreased by resolution of the Board of
Directors and by the filing of a certificate pursuant to the provisions of the
General Corporation Law of the State of Delaware stating that such increase or
reduction has been so authorized; provided, however, that no decrease shall
                                  --------  -------                        
reduce the number of shares of Series E Preferred Stock to a number less than
that of the shares then outstanding plus the number of shares of Series E
Preferred Stock issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by the Corporation.

          Section 2.  Dividends and Distributions.
                      --------------------------- 

          (A)    (i)  Subject to the rights of the holders of any shares of any
series of preferred stock (or any similar stock) ranking prior and superior to
the Series E Preferred Stock with respect to dividends, the holders of shares of
Series E Preferred Stock, in preference to the holders of shares of common stock
and of any other junior stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series E Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $1.00 or (b) subject to the provisions for
adjustment hereinafter set forth, 1,000 times the aggregate per share amount of
all cash dividends, and 1,000 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of common stock or a subdivision of the outstanding shares of
common stock (by reclassification or otherwise), 

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declared on the shares of common stock since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series E
Preferred Stock. The multiple of cash and non-cash dividends declared on the
shares of common stock to which holders of the Series E Preferred Stock are
entitled, which shall be 1,000 initially but which shall be adjusted from time
to time as hereinafter provided, is hereinafter referred to as the "Dividend
Multiple." In the event the Corporation shall at any time after June 13, 1997
(the "Rights Declaration Date") (i) declare or pay any dividend on the shares of
common stock payable in shares of common stock, or (ii) effect a subdivision or
combination or consolidation of the outstanding shares of common stock (by
reclassification or otherwise than by payment of a dividend in shares of common
stock) into a greater or lesser number of shares of common stock, then in each
such case the Dividend Multiple thereafter applicable to the determination of
the amount of dividends which holders of shares of Series E Preferred Stock
shall be entitled to receive shall be the Dividend Multiple applicable
immediately prior to such event multiplied by a fraction, the numerator of which
is the number of shares of common stock outstanding immediately after such event
and the denominator of which is the number of shares of common stock that were
outstanding immediately prior to such event. The prior sentence shall
specifically not apply to the merger of Boston Properties, Inc., a Massachusetts
corporation, with and into the Corporation and any transaction or action taken
in contemplation or furtherance thereof.

          (ii) Notwithstanding anything else contained in this paragraph (A),
the Corporation shall, out of funds legally available for that purpose, declare
a dividend or distribution on the Series E Preferred Stock as provided in this
paragraph (A) immediately after it declares a dividend or distribution on the
shares of common stock (other than a dividend payable in shares of common
stock); provided that, in the event no dividend or distribution shall have been
declared on the shares of common stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $1.00 per share on the Series E Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.

              (B) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series E Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series E
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series E Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
E Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix in accordance with 

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applicable law a record date for the determination of holders of shares of
Series E Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than such
number of days prior to the date fixed for the payment thereof as may be allowed
by applicable law.

     Section 3.  Voting Rights.  In addition to any other voting rights required
                 -------------                                                  
by law, the holders of shares of Series E Preferred Stock shall have the
following voting rights:

     (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series E Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Corporation.
The number of votes which a holder of a share of Series E Preferred Stock is
entitled to cast, which shall initially be 1,000 but which may be adjusted from
time to time as hereinafter provided, is hereinafter referred to as the "Vote
Multiple."  In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare or pay any dividend on shares of common stock
payable in shares of common stock, or (ii) effect a subdivision or combination
or consolidation of the outstanding shares of common stock (by reclassification
or otherwise than by payment of a dividend in shares of common stock) into a
greater or lesser number of shares of common stock, then in each such case the
Vote Multiple thereafter applicable to the determination of the number of votes
per share to which holders of shares of Series E Preferred Stock shall be
entitled shall be the Vote Multiple immediately prior to such event multiplied
by a fraction, the numerator of which is the number of shares of common stock
outstanding immediately after such event and the denominator of which is the
number of shares of common stock that were outstanding immediately prior to such
event.

     (B) Except as otherwise provided herein or by law, the holders of shares of
Series E Preferred Stock and the holders of shares of common stock and the
holders of shares of any other capital stock of this Corporation having general
voting rights, shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

     (C) (i)   Whenever, at any time or times, dividends payable on any shares
of Series E Preferred Stock shall be in arrears in an amount equal to at least
two full quarter dividends (whether or not declared and whether or not
consecutive), the holders of record of the outstanding shares of Series E
Preferred Stock shall have the exclusive right, voting separately as a single
class, to elect two directors of the Corporation at a special meeting of
shareholders of the Corporation or at the Corporation's next annual meeting of
shareholders, and at each subsequent annual meeting of stockholders, as provided
below.  At elections for such directors, each Series E Preferred Share shall
entitle the holder thereof to 1,000 votes in such elections.

         (ii)  Upon the vesting of such right of the holders of shares of
Series E Preferred Stock, the maximum authorized number of members of the Board
of Directors shall automatically be increased by two and the two vacancies so
created shall be filled by vote of

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the holders of the outstanding shares of Series E Preferred Stock as hereinafter
set forth. A special meeting of the stockholders of the Corporation then
entitled to vote shall be called by the Chairman of the Board of Directors or
the President or the Secretary of the Corporation, if requested in writing by
the holders of record of not less than 10% of the shares of Series E Preferred
Stock then outstanding. At such special meeting, or, if no such special meeting
shall have been called, then at the next annual meeting of shareholders of the
Corporation, the holders of the shares of Series E Preferred Stock shall elect,
voting as above provided, two directors of the Corporation to fill the aforesaid
vacancies created by the automatic increase in the number of members of the
Board of Directors. At any and all such meetings for such election, the holders
of a majority of the outstanding shares of Series E Preferred Stock shall be
necessary to constitute a quorum for such election, whether present in person or
proxy, and such two directors shall be elected by the vote of at least a
majority of the shares of Series E Preferred Stock held by such shareholders
present or represented at the meeting. Any director elected by holders of shares
of Series E Preferred Stock pursuant to this Section may be removed at any
annual or special meeting, by vote of a majority of the shareholders voting as a
class who elected such director, with or without cause. In case any vacancy
shall occur among the directors elected by the holders of shares of Series E
Preferred Stock pursuant to this Section, such vacancy may be filled by the
remaining director so elected, or his successor then in office, and the director
so elected to fill such vacancy shall serve until the next meeting of
shareholders for the election of directors. After the holders of shares of
Series E Preferred Stock shall have exercised their right to elect directors in
any default period and during the continuance of such period, the number of
directors shall not be further increased or decreased except by vote of the
holders of shares of Series E Preferred Stock as herein provided or pursuant to
the rights of any equity securities ranking senior to or pari passu with the
Series E Preferred Stock.

         (iii) The right of the holders of shares of Series E Preferred
Stock, voting separately as a class, to elect two members of the Board of
Directors of the Corporation as aforesaid shall continue until, and only until,
such time as all arrears in dividends (whether or not declared) on the Series E
Preferred Stock shall have been paid or declared and set apart for payment, at
which time such right shall terminate, except as herein or by law expressly
provided subject to revesting in the event of each and every subsequent default
of the character above-mentioned.  Upon any termination of the right of the
holders of the Series E Preferred Stock as a class to vote for directors as
herein provided, the term of office of all directors then in office elected by
the holders of shares of Series E Preferred Stock pursuant to this Section shall
terminate immediately.  Whenever the term of office of the directors elected by
the holders of shares of Series E Preferred Stock pursuant to this Section shall
terminate and the special voting powers vested in the holders of the Series E
Preferred Stock pursuant to this Section shall have expired, the maximum number
of members of this Board of Directors of the Corporation shall be such number as
may be provided for in the By-laws of the Corporation, irrespective of any
increase made pursuant to the provisions of this Section.

     (D) Except as otherwise required by applicable law or as set forth herein,
holders of 

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Series E Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of shares of common stock as set forth herein) for taking any corporate
action.

     Section 4.  Certain Restrictions.
                 -------------------- 

     (A)   Whenever dividends or distributions payable on the Series E Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series E Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

     (i)   declare or pay dividends on, make any other distributions on, or
           redeem or purchase or otherwise acquire for consideration any shares
           of stock ranking junior (either as to dividends or upon liquidation,
           dissolution or winding up) to the Series E Preferred Stock;

     (ii)  declare or pay dividends on or make any other distributions on any
           shares of stock ranking on a parity (either as to dividends or upon
           liquidation, dissolution or winding up) with the Series E Preferred
           Stock, except dividends paid ratably on the Series E Preferred Stock
           and all such parity stock on which dividends are payable or in
           arrears in proportion to the total amounts to which the holders of
           all such shares are then entitled;

     (iii) except as permitted in subsection 4(A)(iv) below, redeem, purchase
           or otherwise acquire for consideration shares of any stock ranking on
           a parity (either as to dividends or upon liquidation, dissolution or
           winding up) with the Series E Preferred Stock, provided that the
           Corporation may at any time redeem, purchase or otherwise acquire
           shares of any such parity stock in exchange for shares of any stock
           of the Corporation ranking junior (either as to dividends or upon
           dissolution, liquidation or winding up) to the Series E Preferred
           Stock; or

     (iv)  purchase or otherwise acquire for consideration any shares of Series
           E Preferred Stock, or any shares of any stock ranking on a parity
           (either as to dividends or upon liquidation, dissolution or winding
           up) with the Series E Preferred Stock, except in accordance with a
           purchase offer made in writing or by publication (as determined by
           the Board of Directors) to all holders of such shares upon such terms
           as the Board of Directors, after consideration of the respective
           annual dividend rates and other relative rights and preferences of
           the respective series and classes, shall determine in good faith will
           result in fair and equitable treatment among the respective series or
           classes.

     (B)   The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the 

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Corporation could, under subsection (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.

     Section 5.  Reacquired Shares.  Any shares of Series E Preferred Stock
                 -----------------                                         
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
preferred stock and may be reissued as part of a new series of preferred stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

     Section 6.  Liquidation, Dissolution or Winding Up.  Upon any liquidation
                 --------------------------------------                       
(voluntary or otherwise), dissolution or winding up of the Corporation, no
distribution shall be made (x) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series E Preferred Stock unless, prior thereto, the holders of shares of Series
E Preferred Stock shall have received an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, plus an amount equal to the greater of (1) $1,000.00 per share or
(2) an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1,000 times the aggregate amount to be
distributed per share to holders of shares of common stock, or (y) to the
holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series E Preferred Stock,
except distributions made ratably on the Series E Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.  In
the event the Corporation shall at any time after the Rights Declaration Date
(i) declare or pay any dividend on shares of common stock payable in shares of
common stock, or (ii) effect a subdivision or combination or consolidation of
the outstanding shares of common stock (by reclassification or otherwise than by
payment of a dividend in shares of common stock) into a greater or lesser number
of shares of common stock, then in each such case the aggregate amount per share
to which holders of shares of Series E Preferred Stock were entitled immediately
prior to such event under clause (x) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of common stock outstanding immediately after such event and the
denominator of which is the number of shares of common stock that were
outstanding immediately prior to such event.

     Neither the consolidation of nor merging of the Corporation with or into
any other corporation or corporations, nor the sale or other transfer of all or
substantially all of the assets of the Corporation, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation within the meaning of
this Section 6.

     Section 7.  Consolidation, Merger, etc.  In case the Corporation shall
                 --------------------------                                
enter into any consolidation, merger, combination or other transaction in which
the shares of common stock are exchanged for or changed into other stock or
securities, cash and/or any other property, 

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then in any such case the shares of Series E Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 1,000 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of common stock
is changed or exchanged, plus accrued and unpaid dividends, if any, payable with
respect to the Series E Preferred Stock. In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare or pay any dividend on
shares of common stock payable in shares of common stock, or (ii) effect a
subdivision or combination or consolidation of the outstanding shares of common
stock (by reclassification or otherwise than by payment of a dividend in shares
of common stock) into a greater or lesser number of shares of common stock, then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series E Preferred Stock shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of common stock outstanding immediately after such event and the
denominator of which is the number of shares of common stock that were
outstanding immediately prior to such event.

     Section 8.  Redemption.  The shares of Series E Preferred Stock shall not
                 ----------                                                   
be redeemable; provided, however, that the foregoing shall not limit the ability
               --------  -------                                                
of the Corporation to purchase or otherwise deal in such shares to the extent
otherwise permitted hereby and by law.

     Section 9.  Ranking.  Unless otherwise provided in the Certificate of
                 -------                                                  
Incorporation or a Certificate of Vote of Directors Establishing a Class of
Stock relating to a subsequently-designated series of preferred stock of the
Corporation, the Series E Preferred Stock shall rank junior to any other series
of the Corporation's preferred stock subsequently issued, as to the payment of
dividends and the distribution of assets on liquidation, dissolution or winding
up and shall rank senior to the common stock.

     Section 10.  Amendment.  The Certificate of Incorporation and this
                  ---------                                            
Certificate of Vote of Directors shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series E Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of two-thirds or more of the outstanding shares of Series E
Preferred Stock, voting separately as a class.

     Section 11.  Fractional Shares.  Shares of Series E Preferred Stock may be
                  -----------------                                            
issued in whole shares or in any fraction of a share that is one one-thousandth
(1/1,000th) of a share or any integral multiple of such fraction, which shall
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of shares of Series E Preferred
Stock.  In lieu of fractional shares, the Corporation may elect to make a cash
payment as provided in the Rights Agreement for fractions of a share other than
one one-thousandth (1/1,000th) of a share or any integral multiple thereof.

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   I, William J. Wedge, Senior Vice President and Secretary of the Corporation,
do make this certificate, hereby declaring and certifying that this is my act
and deed on behalf of the Corporation this 13th day of June, 1997.

                                    BOSTON PROPERTIES, INC.

 
                                    By: _______________________________
                                          William J. Wedge, Senior Vice
                                          President and Secretary
