Exhibit 10.4



                          BEACON PROPERTIES CORPORATION

                 EXTRAORDINARY PERFORMANCE STOCK INCENTIVE PLAN
                              FOR SENIOR EXECUTIVES


1. Purpose. This Plan is intended as an incentive for a select group of senior
executive employees of the Company and to allow the Company to attract and
retain in its employ persons who will contribute to the future success of the
Company's business. It is the intent of the Company that Restricted Shares
payable under this Plan shall qualify as performance-based compensation within
the meaning of Section 162(m) of the Code.

2. Definitions. Capitalized terms not otherwise defined herein shall have the
meanings set forth below:

         (a) "Award" shall mean, for any Participant, that percentage of a
Performance Pool granted by the Committee to the Participant pursuant to Section
4.1.

         (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (c) "Committee" shall mean the Compensation Committee of the Board of
Directors of the Company.

         (d) "Company" shall mean Beacon Properties Corporation and any
corporation, partnership or other organization in which it owns fifty percent or
more of the economic interest.

         (e) "Effective Date" shall mean January 1, 1997.

         (f) "Fiscal Year" shall mean the fiscal year of the Company, which is
the calendar year.

         (g) "Funds from Operations per Share" or "FFO per Share" shall mean the
Company's net income for the Performance Period (computed in accordance with
generally accepted accounting principles), excluding gains (or losses) from debt
restructuring and sales of property, plus depreciation and amortization, and
after adjustments for unconsolidated partnerships and joint ventures, divided by
the weighted average number of outstanding Shares and Operating Partnership
Units during the Performance Period. Adjustments for unconsolidated partnerships
and joint ventures will be calculated to reflect funds from operations on the
same basis.

         (h) "Operating Partnership Units" shall mean each unit of partnership
interests in Beacon Properties, L.P. that is subject to redemption rights.


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         (i) "Participant" shall mean a senior executive officer designated by
the Committee pursuant to Section 4 to participate herein.

         (j) "Performance Measure" for any Performance Period shall mean FFO per
Share in excess of the target level set by the Committee.

         (k) "Performance Period" shall mean the period selected by the
Committee, which may range from one to three calendar years.

         (l) "Performance Pool" shall mean, with respect to any Performance
Period, the total amount available for Awards for such Performance Period as
determined in accordance with Section 6.1.

         (m) "Plan" shall mean the Beacon Properties Corporation Extraordinary
Performance Stock Incentive Plan for Senior Executives, as amended from time to
time.

         (n) "Multiple" shall mean the ratio of the Share Value on the last
business day of the Performance Period to FFO per Share.

         (o) "Restricted Shares" shall mean Shares that are subject to risk of
forfeiture.

         (p) "Share" shall mean a share of the common stock, par value $.01 per
share, of Beacon Properties Corporation.

         (q) "Share Value" shall mean, for any date, the closing price reported
for a Share on the principal stock exchange on which the Shares are listed on
such date. If no closing price is reported for such date, then the closing price
for the next preceding date on which such price is reported shall be used.

         (r) "Stock Option Plan" shall mean the Beacon Properties Corporation
Amended and Restated 1994 Stock Option and Incentive Plan.

3. Administration. The Committee shall have sole discretionary power to
interpret the provisions of this Plan, to administer and make all decisions and
exercise all rights of the Company with respect to this Plan. The Committee
shall have final authority to apply the provisions of the Plan and determine, in
its sole discretion, the amount of the Performance Pool and Awards to be paid or
allocated to Participants hereunder and shall also have the exclusive
discretionary authority to make all other determinations (including, without
limitation, the interpretation and construction of the Plan and the
determination of relevant facts) regarding the entitlement to benefits hereunder
and the amount of benefits to be paid from the Plan. The Committee's exercise of
this discretionary authority shall at all times be in accordance with the terms
of the Plan and shall be entitled to deference upon review by any


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court, agency or other entity empowered to review its decision, and shall be
enforced provided that it is not arbitrary, capricious or fraudulent.

4. Eligibility. For each Performance Period, the Committee in its discretion
shall select those senior executive officers who shall be Participants. The
selection of an individual to be a Participant in any one Performance Period
does not entitle the individual to be a Participant in any other Performance
Period.

5. Performance Measure and Awards

         5.1 Performance Measure. Within the first 90 days of a Performance
Period, the Committee shall establish the target for FFO per Share, which target
shall be set forth in the minutes of the meetings of the Committee.

         5.2 Granting of Awards. Within the period of time prescribed by Section
162(m) of the Code and the regulations promulgated thereunder, the Committee may
grant to any Participant an Award representing a percentage of the Performance
Pool to be determined for such Performance Period. In no event shall Awards
representing more than one hundred percent (100%) of a Performance Pool be
granted to Participants. The Committee shall notify each Participant of the
grant of an Award in such manner as it shall deem appropriate. The Award to each
Participant shall be listed in Appendix A hereto.

         5.3 Nature of Awards. The Awards granted under this Plan shall be used
solely as a device for the measurement and determination of certain Restricted
Shares to be paid to each Participant as provided herein. Awards shall not
constitute or be treated as property or as a trust fund of any kind or as
capital stock of the Company, stock options or other form of equity or security
until they are paid out in the form of Restricted Shares.

6. Valuation of Performance Pool and Payments.

         6.1 Valuation. If at the end of a Performance Period, the Performance
Measure for such Performance Period has been attained, the total value of the
Performance Pool for the Performance Period shall be equal to a fixed percentage
of the product of (a) FFO per Share in excess of the target set by the
Committee, and set forth in the minutes of the meetings of the Committee,
multiplied by the Multiple and (b) the average number of Shares and Operating
Partnership Units outstanding during the Performance Period. The fixed
percentage shall be 5% for a Performance Period of one calendar year, 6.67% for
a Performance Period of two calendar years and 7.5% for a Performance Period for
three calendar years. The value of each Participant's Award shall be equal to
the percentage of the Performance Pool represented by such Award which has been
allocated to him or her for the Performance Period.

         6.2 Committee Certification. No Participant shall receive any
Restricted Shares under this Plan unless the Committee has certified, by
resolution or other appropriate action in


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writing, that the amount of the Performance Pool has been accurately determined
in accordance with the terms, conditions and limits of the Plan and that the
Performance Measure has in fact been satisfied. The Committee shall have the
discretion to reduce the size of the Performance Pool or the size of any
individual Award, but the Committee may not, however, increase the maximum
amount permitted to be paid to any Participant under Section 6.3 of this Plan or
authorize the payment of Restricted Shares under this Plan if the Performance
Measure has not been satisfied.

         6.3 Payments to Participants. Once the value of the Performance Pool is
determined pursuant to Section 6.1 and certified by the Committee in accordance
with Section 6.2 and subject to the provisions of Section 10, a Participant
shall be paid his or her Award in Restricted Shares from Shares reserved under
the Stock Option Plan. Each award of Restricted Shares shall vest 20% on the
date of grant and 20% on each anniversary date thereafter; provided, however,
that each Award of Restricted Shares shall become fully vested upon a Change of
Control of the Company (as defined in the Stock Option Plan). The conversion of
dollar amounts into Shares will be made on the basis of the Share Value on the
last business day of the Performance Period.

7. Termination of Employment. A Participant whose employment with the Company
terminates for any reason prior to the completion of the Performance Period
shall forfeit all rights to the Award granted to him or her for such Performance
Period. The Committee may allocate part or all of the forfeited Award to one or
more newly hired executives. A Participant whose employment with the Company
terminates for any reason other than death after the receipt of Restricted
Shares but before becoming fully vested in such Restricted Shares shall forfeit
those Shares with respect to which he or she is not vested. A Participant whose
employment with the Company terminates for reason of death shall become fully
vested in his Restricted Shares.

8. Amendment or Termination of Plan. The Company may amend or terminate this
Plan at any time or from time to time; provided, however, that no such amendment
or termination shall, without the written consent of the Participants, in any
material adverse way affect the rights of a Participant with respect to benefits
earned prior to the date of amendment or termination.

9. Limitation of Company's Liability. Subject to its obligation to make payments
as provided for hereunder, neither the Company nor any person acting on behalf
of the Company shall be liable for any act performed or the failure to perform
any act with respect to this Plan, except in the event that there has been a
judicial determination of willful misconduct on the part of the Company or such
person. The Company is under no obligation to fund any of the payments required
to be made hereunder in advance of their actual payment or to establish any
reserves with respect to this Plan. Any benefits which become payable hereunder
shall be paid from the general assets of the Company. No Participant, or his or
her beneficiary or


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beneficiaries, shall have any right, other than the right of an unsecured
general creditor, against the Company in respect of the benefits to be paid
hereunder.

10. Withholding of Tax. Anything to the contrary notwithstanding, all payments
required to be made by the Company hereunder shall be subject to the withholding
of such amounts as the Company reasonably may determine that it is required to
withhold pursuant to applicable federal, state or local law or regulation.
Withholding can be made in the form of Shares.

11. Assignability. Except as otherwise provided by law, no benefit hereunder
shall be assignable, or subject to alienation, garnishment, execution or levy of
any kind, and any attempt to cause any benefit to be so subject shall be void.

12. No Contract for Continuing Services. This Plan shall not be construed as
creating any contract for continued services between the Company and any
Participant and nothing herein contained shall give any Participant the right to
be retained as an employee of the Company.

13. Governing Law. This Plan shall be construed, administered, and enforced in
accordance with the laws of the Commonwealth of Massachusetts.

14. Non-Exclusivity. Subject to Section 15, the Plan does not limit the
authority of the Company, the Committee, or any subsidiary of the Company, to
grant awards or authorize any other compensation under any other plan or
authority, including, without limitation, awards or other compensation based on
the same Performance Measure used under the Plan. In addition, executives not
selected to participate in the Plan may participate in other plans of the
Company.

15. Section 162(m) Conditions; Bifurcation of Plan. It is the intent of the
Company that the Plan and Restricted Shares paid hereunder satisfy and be
interpreted in a manner, that, in the case of Participants who are or may be
persons whose compensation is subject to Section 162(m), satisfies any
applicable requirements as performance-based compensation. Any provision,
application or interpretation of the Plan inconsistent with this intent to
satisfy the standards in Section 162(m) of the Code shall be disregarded.
Notwithstanding anything to the contrary in the Plan, the provisions of the Plan
may at any time be bifurcated by the Committee in any manner so that certain
provisions of the Plan intended (or required in order) to satisfy the applicable
requirements of Section 162(m) are applicable only to persons whose compensation
is subject to Section 162(m).


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