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                                                                   EXHIBIT 10.15

                            SPIEKER PROPERTIES, INC.
                           SPECIAL SEVERANCE POLICY*


     1. Purpose. The purpose of the Spieker Properties, Inc. Special Severance
Policy (the "Policy") is to secure the continued services of certain senior
executives of the Company and their continued dedication to their duties in the
event of any threat or occurrence of a Change in Control.

     2. Definitions. The following definitions are applicable for purposes of
the Policy:

     "Cause" means (a) the willful and continued failure by the Participant to
substantially perform his duties with the Company after a written demand for
substantial performance is delivered to the Participant by the Company which
specifically identifies the manner in which the Company believes that the
Participant has not substantially performed his duties or (b) the willful
engaging by the Participant in illegal conduct or misconduct which is materially
and demonstrably injurious to the Company. For purposes of this Policy, no act
or failure to act by the Participant shall be considered "willful" unless done
or omitted to be done by in bad faith and without reasonable belief that the
Participant's action or omission was in the best interests of the Company or its
affiliates. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board (as defined below), based upon the advice
of counsel for the Company shall be conclusively presumed to be done, or omitted
to be done, by the

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*As amended and restated effective as of September 6, 2000.

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Participant in good faith and in the best interests of the Company. Cause shall
not exist unless and until the Company has delivered to the Participant a copy
of a resolution duly adopted by three-quarters (3/4) of the entire Board
(excluding the Participant if the Participant is a Board member) at a meeting of
the Board called and held for such purpose (after reasonable notice to the
Participant and an opportunity for the Participant, together with counsel, to be
heard before the Board), finding that in the good faith opinion of the Board an
event set forth in clauses (a) or (b) has occurred and specifying the
particulars thereof in detail.

     "Change in Control" means the occurrence of any of the following: (a) any
"person" (as such term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and as used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act), other than the Company, a subsidiary of the
Company or any employee benefit plan sponsored by the Company or a subsidiary,
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 20% or more of the combined voting
power of the Company's then outstanding securities eligible to vote for the
election of the Board of Directors (the "Board") of the Company (the "Company
Voting Securities"); or (b) individuals who constitute the Board on the
effective date of the Policy (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the effective date whose election or nomination for
election was approved by a vote of at least three-quarters of the directors
comprising the Incumbent

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Board (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without
objection to such nomination) shall be, for purpose of this clause, considered
as though such person were a member of the Incumbent Board; provided, however,
that no individual initially elected or nominated as a director of the Company
as a result of an actual or threatened election contest with respect to
directors of any other actual or threatened solicitation of proxies or consents
by or on behalf of any person other than the Board shall be deemed to be a
member of the Incumbent Board or (c) the shareholders of the Company approve a
merger, consolidation, share exchange or similar form of corporate transaction
involving the Company, unless, immediately following such transaction more than
60% of the total voting power of the publicly traded corporation resulting from
such transaction eligible to elect directors of such corporation would be
represented by shares that were Company Voting Securities immediately prior to
such transaction, and such voting power would be in substantially the same
proportion as the voting power of such Company Voting Securities immediately
prior to the transaction.

     Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any person acquires beneficial ownership of more than 20%
of the Company Voting Securities as a result of the acquisition of Company
Voting Securities by the Company which reduces the number of Company Voting
Securities outstanding; provided, that if after such acquisition by the Company
such person becomes the beneficial owner of additional Company Voting Securities
that increases the percentage


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of outstanding Company Voting Securities beneficially owned by such person, a
Change in Control of the Company shall then occur.

     "Company" means Spieker Properties, Inc.

     "Disability" means the inability of a Participant for a period of six
 consecutive months, to render substantially the services required of such
Participant by reason of mental or physical impairment, whether resulting from
illness, accident or otherwise.

     "Good Reason" means the occurrence of any of the following without the
Participant's express written consent: (a) a reduction by the Company in the
Participant's base salary as in effect immediately prior to the Change in
Control; (b) the Company's requiring the Participant to be based anywhere more
than 20 miles from where his principal place of employment is located
immediately prior to the Change in Control; (c) a change in the duties or
responsibilities of the Participant (including reporting responsibilities) that
is inconsistent in any substantial adverse respect with the Participant's
positions, duties or responsibilities as in effect immediately prior to the
Change in Control (including any material adverse diminution of such duties or
responsibilities); provided, however, that Good Reason shall not be deemed to
occur upon a change in duties or responsibilities (other than reporting
responsibilities) that is solely and directly a result of the Company no longer
being a publicly traded entity and does not involve any other event set forth in
this paragraph; or (d) the failure of the Company to continue in effect any
employee benefit plan, compensation plan, welfare


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benefit plan or material fringe benefit plan in which the Participant is
participating immediately prior to such Change in Control or the taking of any
action by the Company which would adversely affect the Participant's
participation in or reduce the Participant's benefits under any such plan,
unless the Participant is permitted to participate in other plans providing the
Participant with substantially equivalent benefits in the aggregate (at
substantially equivalent cost with respect to welfare benefit plans).

     An isolated, insubstantial and inadvertent action taken in good faith and
which is remedied by the Company within ten (10) days after receipt of notice
thereof given by the Participant shall not constitute Good Reason. Continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any event or condition constituting Good Reason.

     "Participant" means each of the senior executives of the Company identified
on Schedules A and B.

     3.   Eligibility. Each Participant shall be eligible for the severance
benefits provided by Section 4 if, within two years after a Change in Control,
the Participant's employment is terminated (i) by the Company other than for
Cause, Disability or death or (ii) by the Participant for Good Reason.


     4.   Benefits. A Participant who is eligible for benefits under the Policy
pursuant to Section 3 shall be entitled to the following upon termination of
employment:


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          (a) a lump-sum cash amount equal to the sum of (i) the Participant's
     base salary through the date of such termination and any bonus amounts
     which have become payable, to the extent not theretofore paid or deferred,
     (ii) a pro rata portion of the Participant's annual bonus for the fiscal
     year in which the Participant's termination of employment occurs in an
     amount equal to (A) the amount which would be payable to the Participant
     under the Company's annual bonus plan assuming all performance objectives
     were satisfied at the target level, multiplied by (B) a fraction, the
     numerator of which is the number of days in the fiscal year in which the
     Participant's termination of employment occurs through the date of such
     termination and the denominator of which is three hundred sixty-five (365)
     provided, however, that the amount in this clause (ii) shall be reduced by
     any amounts previously paid from the Company's annual bonus plan for the
     fiscal year in which such termination occurs;

          (b) payment from the Company of a lump severance benefit, which shall
     be paid within five days following the Participant's termination of
     employment, equal to the result of multiplying (i) the sum of (A) the
     Participant's highest annual rate of base salary during the twelve-month
     period immediately prior to the Participant's termination of employment,
     (B) the average of the annual bonus earned by the Participant during each
     of the last two completed fiscal years of the Company prior to the
     Participant's termination of employment and (C) the average of the fair
     market value of the shares of restricted stock of the Company

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     granted to the Participant during the last two completed fiscal years of
     the Company prior to the Change in Control, determined as of the date of
     grant, by (ii) three, for Participants identified on Schedule A and two,
     for Participants identified on Schedule B; and

          (c) continued coverage under those of the Company's medical, dental,
     disability and life insurance plans in which such Participant participated
     on the date employment terminated, on substantially the same terms and
     conditions as then in effect (including required Participant contributions,
     if any) for three years for Participants on Schedule A and for two years
     for Participants on Schedule B; provided, that, if the Participant cannot
     continue to participate in the Company plans providing such benefits, the
     Company shall otherwise provide such benefits on the same after-tax basis
     as if continued participation had been permitted; and

          (d) if as provided in Appendix A the Participant is subject to the
     excise tax imposed under Section 4999 of the Internal Revenue Code, the
     Company shall make the applicable reimbursement payment in accordance with
     the provisions of Appendix A.

Notwithstanding the foregoing, in the event the Participant becomes reemployed
with another employer and becomes eligible to receive medical, dental,
disability or life insurance benefits from such employer, the benefits under the
plans of the Company described above shall be secondary to such benefits during
the period of the Participant's eligibility, but only to the extent that the
Company reimburses the Participant for any

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increased cost and provides any additional benefits necessary to provide the
Participant the benefits described above.

     5.   Withholding. The Company shall have the right to deduct from all
payments hereunder any taxes required by applicable federal, state or local law
to be withheld therefrom.

     6.   No Right to Employment. Nothing in this Policy shall be construed as
giving a Participant the right to be retained in the employment of the Company,
nor shall it affect the right of the Company to dismiss a Participant without
any liability except as provided in the Policy.

     7. Resolution of Disputes. Any dispute or controversy arising under or in
connection with a Participant's entitlement to any payment, benefit or right
under this Policy after a Change in Control shall be settled exclusively by
arbitration in San Mateo County, California by three arbitrators in accordance
with the commercial arbitration rules of the American Arbitration Association
then in effect. Judgment may be entered on the arbitrators' award in any court
having jurisdiction. The Company shall bear all costs and expenses arising in
connection with any arbitration proceeding pursuant to this Section.


     8.   Legal Fees. The Company shall reimburse the Participant on a current
basis for all reasonable legal fees and related expenses incurred by the
Participant in seeking to obtain or enforce any payment, benefit or right
provided by this Policy after a Change in Control regardless of whether the
Participant's claim is upheld by a court of

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competent jurisdiction or an arbitration panel; provided, however, the
Participant shall be required to repay any such amounts to the Company to the
extent that a court or an arbitration panel issues a final and non-appealable
order setting forth the determination that the position taken by the Participant
was frivolous or advanced by the Participant in bad faith.



     9.   Full Settlement. The Company's obligation to make any payments
provided for in this Policy and otherwise to perform its obligations hereunder
shall be in lieu and in full settlement of all other severance payments to the
Participant under any other severance or employment agreement between the
Participant and the Company, and any severance plan of the Company. The
Company's obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Company may have against the Participant or others. In no event shall the
Participant be obligated to seek other employment or take other action by way of
mitigation of the amounts payable to the Participant under any of the provisions
of this Policy and, except as provided in Section 4, such amounts shall not be
reduced if the Participant obtains other employment.

     10.  Amendment and Termination. The Board may amend or terminate the Policy
at any time prior to a Change in Control. After a Change in Control, the Policy
may be amended or terminated by the Board only with the consent of a majority of
the Participants of the Company who, as of the date of a Change in Control, are
eligible Participants under Section 3.


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     11.  Governing Law. The Policy shall be governed by, and construed in
accordance with, the laws of the State of California, without reference to
principles of conflict of laws.

     12.  Nonassignability. Benefits under the Policy may not be assigned
by the Participant. The terms and conditions of the Policy shall be binding on
the successors and assigns of the Company.

     13.  Effective Date. The Policy was originally effective as of August 7,
1998. This amendment and restatement is effective as of September 6, 2000.



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                                   SCHEDULE A


          Chairman

          Chief Executive Officer (or Co-Chief Executive Officer)

          Chief Financial Officer

          Chief Investment Officer

          Vice Chairman


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                                   SCHEDULE B


          All Regional Presidents

          General Counsel

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                                   APPENDIX A


                Additional Reimbursement Payments by the Company


     (a)  Anything in this Policy to the contrary notwithstanding, in the event
it shall be determined that any payment, award, benefit or distribution (or any
acceleration of any payment, award, benefit or distribution) by the Company (or
any of its affiliated entities) or any entity which effectuates a Change in
Control (or any of its affiliated entities) to or for the benefit of the
Participant (whether pursuant to the terms of this Policy or otherwise, but
determined without regard to any additional payments required under this
Appendix A) (the "Payments") would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any interest or penalties are incurred by the Participant with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Company
shall pay to the Participant an additional payment (a "Reimbursement Payment")
in an amount such that after payment by the Participant of all taxes (including
any Excise Tax) imposed upon the Reimbursement Payment, the Participant retains
an amount of the Reimbursement Payment equal to the Excise Tax imposed upon the
Payments. For purposes of determining the amount of the Reimbursement Payment,
the Participant shall be deemed to (i) pay federal income taxes at the highest
marginal rates of federal income taxation for the calendar year in which the
Reimbursement Payment is to be made and (ii) pay applicable state and local
income taxes at the highest marginal rate of taxation for the


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calendar year in which the Reimbursement Payment is to be made, net of the
maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes.

     Notwithstanding the foregoing provisions of this Appendix A, if it shall be
determined that the Participant is entitled to a Reimbursement Payment, but that
the Payments would not be subject to the Excise Tax if the Payments were reduced
by an amount that is less than 10% of the portion of the Payments that would be
treated as "parachute payments" under Section 280G of the Code, then the amounts
payable to the Participant under this Policy shall be reduced (but not below
zero) to the maximum amount that could be paid to the Participant without giving
rise to the Excise Tax (the "Safe Harbor Cap"), and no Reimbursement Payment
shall be made to the Participant. The reduction of the amounts payable
hereunder, if applicable, shall be made by reducing first the payments under
Section 4(a), unless an alternative method of reduction is elected by the
Participant. For purposes of reducing the Payments to the Safe Harbor Cap, only
amounts payable under this Policy (and no other Payments) shall be reduced. If
the reduction of the amounts payable hereunder would not result in a reduction
of the Payments to the Safe Harbor Cap, no amounts payable under this Policy
shall be reduced pursuant to this provision.

     (b) Subject to the provisions of Paragraph (a), all determinations required
to be made under this Appendix A, including whether and when a Reimbursement
Payment is required, the amount of such Reimbursement Payment, the

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reduction of the Payments to the Safe Harbor Cap and the assumptions to be
utilized in arriving at such determinations, shall be made by the public
accounting firm that is retained by the Company as of the date immediately prior
to the Change in Control (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Company and the Participant within fifteen
(15) business days of the receipt of notice from the Company or the Participant
that there has been a Payment, or such earlier time as is requested by the
Company (collectively, the "Determination"). In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group
effecting the Change in Control, the Participant may appoint another nationally
recognized public accounting firm to make the determinations required hereunder
(which accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall be borne solely
by the Company and the Company shall enter into any agreement requested by the
Accounting Firm in connection with the performance of the services hereunder.
The Reimbursement Payment under this Appendix A with respect to any Payments
shall be made no later than thirty (30) days following such Payment. If the
Accounting Firm determines that no Excise Tax is payable by the Participant, it
shall furnish the Participant with a written opinion to such effect, and to the
effect that failure to report the Excise Tax, if any, on the Participant's
applicable federal income tax return will not result in the imposition of a
negligence or similar penalty. The Determination by the Accounting Firm shall be
binding upon the Company and the Participant. As a result of the uncertainty in
the application of Section


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4999 of the Code at the time of the Determination, it is possible that
Reimbursement Payments which will not have been made by the Company should have
been made ("Underpayment") or Reimbursement Payments are made by the Company
which should not have been made ("Overpayment"), consistent with the
calculations required to be made hereunder. In the event that the Participant
thereafter is required to make payment of any Excise Tax or additional Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment (together with interest at the rate provided
in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to
or for the benefit of the Participant. In the event the amount of the
Reimbursement Payment exceeds the amount necessary to reimburse the Participant
for his Excise Tax, the Accounting Firm shall determine the amount of the
Overpayment that has been made and any such Overpayment (together with interest
at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid
by the Participant (to the extent he has received a refund if the applicable
Excise Tax has been paid to the Internal Revenue Service) to or for the benefit
of the Company. The Participant shall cooperate, to the extent his expenses are
reimbursed by the Company, with any reasonable requests by the Company in
connection with any contests or disputes with the Internal Revenue Service in
connection with the Excise Tax.


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                      AMENDMENT TO SPIEKER PROPERTIES, INC.
                            SPECIAL SEVERANCE POLICY


     WHEREAS, Spieker Properties, Inc. (the "Company") has adopted the Spieker
Properties, Inc. Special Severance Policy (the "Policy"); and

     WHEREAS, Section 10 of the Policy provides that the Board of Directors of
the Company may amend the Policy at any time except in certain respects not
material hereto; and

     WHEREAS, the Board of Directors deems it desirable to further amend the
Policy.

     NOW, THEREFORE, the Policy is hereby amended in the following respects,
effective as of February 22, 2001:

     1. Appendix A is amended by amending paragraph (b) thereof to read as
follows:

          (b) Subject to the provisions of Paragraph (a), all determinations
     required to be made under this Appendix A, including whether and when a
     Reimbursement Payment is required, the amount of such Reimbursement
     Payment, the reduction of the Payments to the Safe Harbor Cap and the
     assumptions to be utilized in arriving at such determinations, shall be
     made by Ernst & Young LLP (the "Accounting Firm") which shall provide
     detailed supporting calculations both to the Company and the Participant
     within fifteen (15) business days of the receipt of notice from the Company
     or the Participant that there has been a Payment, or such earlier time as
     is requested by the Company (collectively, the "Determination"). All fees
     and expenses of the Accounting Firm shall be borne solely by the Company.
     The Reimbursement Payment under this Appendix A with respect to any
     Payments shall be made no later than thirty (30) days following such
     Payment.

          (c) If the Accounting Firm determines that there is substantial
     authority for the position that no Excise Tax is payable by the Participant
     (the "No Tax Determination"), it shall furnish the Participant with a
     written opinion to such effect and the Company shall only be obligated to
     make a Reimbursement Payment if there is a final "determination" (as
     defined under Section 1313 of the Code) that the Excise Tax is required to
     be paid. The Determination by the


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     Accounting Firm shall be binding upon the Company and the Participant.
     Notwithstanding anything in this Policy to the contrary, the Participant
     shall not be entitled to reimbursement of legal fees and costs in
     connection with any contrary assertion by the Participant with respect to,
     or the Participant's challenge of, the No Tax Determination.

          Should the Internal Revenue Service or another taxing authority
     contest the No Tax Determination, whether in an audit of the Participant or
     of the Company, then with respect to the issues concerning the No Tax
     Determination in the contest, the Company shall control all proceedings,
     having the sole authority to make decisions regarding all administrative
     appeals, hearings and conferences. The Participant shall promptly notify
     the Company's General Counsel in writing of any claim by the Internal
     Revenue Service or another taxing authority. The Company shall bear and pay
     all the costs and expenses that it incurs in connection with the contest of
     the No Tax Determination. The Company shall reimburse the Participant
     promptly for any reasonable expenses incurred by the Participant in
     connection with such contest. If the Company directs the Participant in
     connection with the contest to pay the claim and sue for a refund, the
     Company shall advance the amount of the payments of the Participant
     required in connection therewith, on an interest-free basis.

          (d) This paragraph (d) applies only to a Participant as to whom there
     has not been a No Tax Determination. As a result of the uncertainty in the
     application of Section 4999 of the Code at the time of the Determination,
     it is possible that Reimbursement Payments which will not have been made by
     the Company should have been made ("Underpayment") or Reimbursement
     Payments are made by the Company which should not have been made
     ("Overpayment"), consistent with the calculations required to be made
     hereunder. In the event that the Participant thereafter is required to make
     payment of any Excise Tax or additional Excise Tax, the Accounting Firm
     shall determine the amount of the Underpayment that has occurred and any
     such Underpayment (together with interest at the rate provided in Section
     1274(b)(2)(B) of the Code) shall be promptly paid by the Participant (to
     the extent he has received a refund if the applicable Excise Tax has been
     paid to the Internal Revenue Service) to or for the benefit of the Company.
     The Participant shall cooperate, to the extent his expenses are reimbursed
     by the Company, with any reasonable requests by the Company in connection
     with any contests or disputes with the Internal Revenue Service in
     connection with the Excise Tax.

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<PAGE>   19
                     AMENDMENT TO SPIEKER PROPERTIES, INC.
                            SPECIAL SEVERANCE POLICY


     WHEREAS, Spieker Properties, Inc. (the "Company") amended and restated the
Spieker Properties, Inc. Special Severance Policy (the "Policy"), effective as
of September 6, 2000; and

     WHEREAS, Section 10 of the Policy provides that the Board of Directors of
the Company may amend the Policy at any time except in certain respects not
material hereto; and

     WHEREAS, the Board of Directors deems it desirable to further amend the
Policy.

     NOW, THEREFORE, the Policy is hereby amended in the following respects,
effective as of December 6, 2000:

     1. Section 4(b) is amended in its entirety to read as follows:

          (b) payment from the Company of a lump severance benefit, which shall
     be paid within five days following the Participant's termination of
     employment, equal to, except as provided in Schedule A, the result of
     multiplying (i) the sum of (A) the Participant's highest annual rate of
     base salary during the twelve-month period immediately prior to the
     Participant's termination of employment, (B) the average of the annual
     bonus earned by the Participant during each of the last two completed
     fiscal years of the Company prior to the Participant's termination of
     employment and (C) the average of the fair market value of the shares of
     restricted stock of the Company granted to the Participant during the last
     two completed fiscal years of the Company prior to the Change in Control,
     determined as of the date of grant, by (ii) three, for Participants
     identified on Schedule A and two, for Participants identified on Schedule
     B; and

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          2. Schedule A is amended in its entirety to read as follows:

                                   SCHEDULE A

                        Chairman
                        Chief Executive Officer (or Co-Chief Executive Officer)
                        Chief Financial Officer
                        Chief Investment Officer
                        Vice Chairman

         Notwithstanding anything contained in this Policy to the contrary, the
         lump sum severance benefit payable to the Chairman shall in no event be
         less than the lump sum severance benefit which would be payable to the
         Chief Executive Officer if such Participant had terminated employment
         on the same date as the Chairman (or, if applicable, the higher of the
         lump sum severance benefit payable to each of the Co-Chief Executive
         Officers if both of such Participants had terminated employment on the
         same date as the Chairman).


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