<PAGE>   1
                                                                    EXHIBIT 10.2

                 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            SPIEKER PROPERTIES, L.P.


           This First Amendment ("First Amendment") to the Second Amended and
Restated Agreement of Limited Partnership of Spieker Properties, L.P., a
California limited partnership, dated as of October 13, 1997 (the "Partnership
Agreement"), is executed and made effective for all purposes as of this 3rd day
of December, 1997 (the "Effective Date"), by and between Spieker Properties,
Inc., a Maryland corporation, the General Partner of the Partnership, and those
Persons identified on Schedule 1 attached hereto (the "WCB Limited Partners").

           WHEREAS, Section 4.3 of the Partnership Agreement provides that the
General Partner may, without the consent of any Limited Partner, from time to
time, cause the Partnership to issue Additional Units to a Person in one or more
classes, or one or more series of any of such classes, with such designations,
preferences and relative, participating, optional or other special rights,
powers and duties, including, without limitation, rights, powers and duties
senior to the Limited Partners' Partnership Interests, and, if necessary, admit
such Person as an Additional Limited Partner, in exchange for the Capital
Contribution by such Person of cash and/or property;

           WHEREAS, pursuant to the terms of that certain Agreement of Purchase
and Sale dated as of September 15, 1997 between the Partnership, as "Buyer," and
the WCB Limited Partners and certain other Persons, as "Seller" (as amended from
time to time, the "WCB Purchase Agreement"), the WCB Limited Partners are
concurrently herewith making the Capital Contribution to the Partnership of
certain real, personal and intangible property described in the WCB Purchase
Agreement as the "December Properties" and generally described on Schedule 2
attached hereto (the "WCB Capital Contribution");

           WHEREAS, the General Partner and the WCB Limited Partners desire to
enter into this First Amendment to set forth the terms and conditions on which
the WCB Limited Partners shall make the WCB Capital Contribution and to amend
certain other provisions of the Partnership Agreement as set forth herein;

           NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

            1.    Definitions.

                 (a) Capitalized terms used herein, unless otherwise defined
herein, shall have the same meanings as set forth in the Partnership Agreement.

                 (b) Section 1.1 of the Partnership Agreement is hereby amended
to add the following defined terms and phrases:


                                       1

<PAGE>   2

                 "Majority-In-Interest of the WCB Limited Partners" shall mean
WCB Limited Partner(s) who hold in the aggregate more than fifty percent (50%)
of the Percentage Interests then allocable to and held by the WCB Limited
Partners.

                 "Standard Partnership Units" shall mean all Partnership Units
other than WCB Partnership Units.

                 "Standard Percentage" shall mean, with respect to any Partner,
the percentage determined by dividing the number of Standard Partnership Units
owned by such Partner by the total number of Standard Partnership Units then
outstanding.

                 "WCB Cash Amount" shall mean the amount of cash equal to the
product of the Closing Price (calculated, in the case of the exercise of WCB
Rights, on the date on which the WCB Exercise Notice is delivered to the General
Partner) multiplied by the WCB Common Stock Amount.

                 "WCB Common Stock Amount" shall mean the number of shares of
Common Stock equal to the product of (i) the number of WCB Partnership Units
offered for conversion by a WCB Limited Partner pursuant to its exercise of WCB
Rights, multiplied by (ii) the WCB Conversion Coefficient; provided, however,
that in the event the General Partner issues to all holders of Common Stock
rights, options, warrants or convertible or exchangeable securities entitling
the shareholders to subscribe for or purchase additional Common Stock, or any
other securities or property of the General Partner, the value of which is not
included in the first sentence of the definition of Closing Price of the shares
of Common Stock (collectively, "additional rights"), then the Common Stock
Amount shall also include such additional rights that a holder of that number of
shares of Common Stock would be entitled to receive.

                 "WCB Conversion Coefficient" shall mean 0.90909.

                 "WCB Exercise Notice" shall mean a notice in the form attached
hereto as Schedule 3.

                 "WCB Limited Partners" shall have the meaning provided in the
introductory paragraph of this First Amendment.

                 "WCB Partnership Unit Issue Price" shall mean $37.36.

                 "WCB Partnership Units" shall mean the Additional Units to be
received by the WCB Limited Partners in exchange for the WCB Capital
Contribution, which WCB Partnership Units shall include the right to receive
certain preferential distributions and additional rights as set forth in this
First Amendment, provided that, upon the conversion of any of such Additional
Units into Standard Partnership Units in accordance with the provisions of
Section 4.13 below, such Additional Units shall no longer be deemed WCB
Partnership Units hereunder.

                 "WCB Per Diem Preferred Return Amount" shall mean $.006909.

                                       2

<PAGE>   3

                 "WCB Preferred Return" shall mean, with respect to any calendar
day, (i) the number of WCB Partnership Units outstanding as of the close of
business on the preceding business day multiplied by (ii) WCB Per Diem Preferred
Return Amount.

                 "WCB Redemption Amount" shall have the meaning set forth in
Section 4.12 hereof.

                 "WCB Redemption Notice" shall have the meaning set forth in
Section 4.12 hereof.

                 "WCB Rights" shall have the meaning set forth in Section 11.3
hereof.

                 "WCB Standard Unit Conversion Notice" shall have the meaning
set forth in Section 4.13 hereof.

            2. Pursuant to Section 4.7 of the Partnership Agreement, each of the
WCB Limited Partners is hereby admitted to the Partnership as a Limited Partner,
and the names of the WCB Limited Partners are hereby recorded in the books and
records of the Partnership, effective as of the date first written above. By
executing this First Amendment, the General Partner hereby consents to the
admission of the WCB Limited Partners as Limited Partners in the Partnership.

            3. The Partnership hereby issues to the WCB Limited Partners the
respective number of WCB Partnership Units set forth adjacent to the name of
each of the WCB Limited Partners on Schedule 4 attached hereto.

            4. Each of the WCB Limited Partners hereby agrees to be subject and
bound at all times to all of the terms and conditions of the Partnership
Agreement, as now in effect, as amended hereby or as hereafter amended. Without
limitation of the foregoing, each of the WCB Limited Partners acknowledges and
agrees that it is bound by Article XII of the Partnership Agreement which
provides for the arbitration of disputes arising under the Partnership Agreement
and is deemed to have made all of the representation, warranties,
acknowledgements, waivers and agreements set forth in Sections 13.12, 13.13 and
13.14 of the Partnership Agreement.

            5. The General Partner hereby represents and warrants to the WCB
Limited Partners that (i) the WCB Partnership Units are duly authorized, validly
issued, fully paid and non-assessable; (ii) this First Amendment has been duly
authorized, executed and delivered by the General Partner, enforceable against
the General Partner in accordance with its terms; (iii) to the General Partner's
knowledge, no consent, waiver, approval or authorization of, or filing,
registration or qualification with or notice to, any governmental authority or
any other person is required to be made, obtained or given by the General
Partner or any other person in connection with the execution, delivery and
performance of this First Amendment by the General Partner, except for such
approvals or authorizations as have already been obtained or given; and (iv) its
execution and delivery of this First Amendment and the performance of its
obligations hereunder will not conflict with, result in a breach of or
constitute a default (or any event that, with notice or lapse of time, or both,
would constitute a default) or result in the acceleration of any obligation
under any of the terms, conditions or provisions of any other agreement or
instrument


                                       3

<PAGE>   4


to which it or the Partnership is a party or by which it or the Partnership is
bound or to which any of its or the Partnership's property or assets are
subject, conflict with or violate any of the provisions of any statute or any
order, rule or regulation or any court or governmental or regulatory agency,
body or official, that would materially and adversely affect the performance of
its duties hereunder.

            6. Each WCB Limited Partner hereby represents and warrants to the
General Partner and the Partnership that (i) this First Amendment has been duly
authorized, executed and delivered by such WCB Limited Partner, enforceable
against such WCB Limited Partner in accordance with its terms; (ii) to such WCB
Limited Partner's knowledge, no consent, waiver, approval or authorization of,
or filing, registration or qualification with or notice to, any governmental
authority or any other person is required to be made, obtained or given by such
WCB Limited Partner or any other person in connection with the execution,
delivery and performance of this First Amendment by such WCB Limited Partner,
except for such approvals or authorizations as have already been obtained or
given; and (iii) its execution and delivery of this First Amendment and the
performance of its obligations hereunder will not conflict with, result in a
breach of or constitute a default (or any event that, with notice or lapse of
time, or both, would constitute a default) or result in the acceleration of any
obligation under any of the terms, conditions or provisions of any other
agreement or instrument to which it is a party or by which it is bound or to
which any of its property or assets are subject, conflict with or violate any of
the provisions of any statute or any order, rule or regulation or any court or
governmental or regulatory agency, body or official, that would materially and
adversely affect the performance of its duties hereunder.

            7. Section 4.3(b)(i) of the Partnership Agreement is hereby amended
by inserting the words "or in connection with any of the WCB Limited Partners
exercise of the WCB Rights" immediately after the words "Article XI hereof" in
each of the two places where the words "Article XI hereof" appear in said
Section.

            8. A new Section 4.3(b)(ii) is hereby added to the Partnership
Agreement as follows, and the existing Section 4.3(b)(ii) is hereby renumbered
as Section 4.3(b)(iii):

                 (ii) the Additional Partnership Units or additional Partnership
      Interests are issued in connection with the General Partner's redemption
      of WCB Additional Units and the payment of the WCB Redemption Amount
      pursuant to and in accordance with Section 4.12 below; or

            9. A new Section 4.12 is hereby added to the Partnership Agreement
as follows:

                 4.12 Redemption of WCB Partnership Units. The General Partner
      shall have the right at any time and from time to time after December 3,
      2002, by delivering written notice (the "WCB Redemption Notice") to all or
      a portion of the WCB Limited Partners, to cause the Partnership to redeem
      all or a portion of the WCB Partnership Units then held by such WCB
      Limited Partners as specified in such WCB Redemption Notice (unless a WCB
      Standard Unit Conversion Notice has previously been delivered with respect
      to such WCB


                                        4

<PAGE>   5


      Partnership Units in accordance with Section 4.13 below) for an amount
      equal to the product of (i) the WCB Partnership Unit Issue Price
      multiplied by (ii) the number of WCB Partnership Units so specified (the
      "WCB Redemption Amount"). The closing of the redemption of such WCB
      Partnership Units shall, unless otherwise mutually agreed, be held at the
      principal offices of the General Partner, on the date agreed to by the
      General Partner and such WCB Limited Partners, which date shall in no
      event occur later than the date that is ten (10) days after the date on
      which the General Partner delivers the WCB Redemption Notice. At such
      closing, the General Partner shall deliver the WCB Redemption Amount in
      immediately available funds to such WCB Limited Partners and each such WCB
      Limited Partner shall deliver to the General Partner certificates or other
      instruments in form satisfactory to the General Partner evidencing such
      WCB Partnership Units together with a duly executed certificate in the
      form attached hereto as Exhibit H.

            10. A new Section 4.13 is hereby added to the Partnership Agreement
as follows:

                 4.13 Conversion of WCB Partnership Units into Standard
      Partnership Units. Each WCB Limited Partner shall have the right, at any
      time and from time to time after May 3, 1998 and prior to the General
      Partner's delivery of a WCB Redemption Notice, by delivering written
      notice (the "WCB Standard Unit Conversion Notice") to the General Partner,
      to convert all or a portion of the WCB Partnership Units then held by such
      WCB Limited Partner as specified in such WCB Standard Unit Conversion
      Notice into that number of Standard Partnership Units equal to the product
      of (i) the WCB Conversion Coefficient multiplied by (ii) the number of WCB
      Partnership Units so specified, which conversion shall be deemed effective
      on the date (the "Effective Date of Conversion") that is five (5) business
      days after the General Partner's receipt of the WCB Standard Unit
      Conversion Notice or such other date mutually agreed upon by the General
      Partner and such WCB Limited Partner. Upon the Effective Date of
      Conversion, such WCB Limited Partner shall no longer be entitled to
      exercise the WCB Rights with respect to the WCB Partnership Units so
      converted (but shall be entitled to exercise such WCB Rights with respect
      to any WCB Partnership Units not so converted), but shall possess the
      Rights with respect to such Standard Partnership Units on the terms and
      subject to the conditions and restrictions contained in Exhibit C to this
      Agreement, provided that, notwithstanding anything to the contrary
      provided in this Agreement (including, without limitation, Exhibit C
      thereto), such WCB Limited Partner shall not be permitted to exercise
      Rights for less than five thousand (5,000) Standard Partnership Units (or,
      if such WCB Limited Partner holds less than five thousand (5,000) Standard
      Partnership Units, all of the Standard Partnership Units held by such WCB
      Limited Partner).

            11. Section 6.2(a)(i) of the Partnership Agreement is hereby deleted
in its entirety, and the following is hereby substituted in the place thereof:

                                       5

<PAGE>   6

                 (i) First, pro rata (in the proportion that amounts due and
      unpaid pursuant to each of clause (x) and clause (y) bear to the total
      amounts due and unpaid pursuant to both clause (x) and clause (y) in the
      aggregate) (x) to the General Partner, on account of the Preferred
      Interest and the Series B Cumulative Redeemable Preferred Interest on a
      pro rata basis, until the total amount of distributions made to the
      General Partner pursuant to this subparagraph (i) equals the total amount
      of accrued but unpaid dividends (if any) on the Series A Preferred Stock
      and the Series B Cumulative Redeemable Preferred Stock as of the date of
      such distribution and (y) to the WCB Limited Partners, an amount equal to
      the sum of [1] the WCB Preferred Return as to such period plus [2] the
      accrued but unpaid WCB Preferred Return in respect of any prior period;

            12. Section 6.2(a)(iii) of the Partnership Agreement is hereby
deleted in its entirety, and the following is hereby substituted in the place
thereof:

                 (iii) Next, to the Partners holding Standard Partnership Units,
      pro rata in accordance with such Partners' then Standard Percentages.

            13. A new Section 11.3 is hereby added to the Partnership Agreement
as follows:

                 11.3 WCB Rights. The WCB Limited Partners shall have the right,
      but not the obligation (such right sometimes referred to herein as the
      "WCB Rights"), to convert all or a portion of their WCB Partnership Units
      into shares of Common Stock, at any time or from time to time after May 3,
      1998 and prior to the earlier of (i) the fiftieth (50th) anniversary of
      the Completion of the Offering or (ii) the date on which the General
      Partner delivers a WCB Redemption Notice with respect to such WCB
      Partnership Units, on the terms and subject to the conditions contained in
      Exhibit G attached hereto. The WCB Rights granted hereunder may be
      exercised by any one or more of the WCB Limited Partners, on the terms and
      subject to the conditions and restrictions contained in attached Exhibit
      G, upon delivery to the General Partner of a WCB Exercise Notice, which
      notice shall specify the number of WCB Partnership Units to be converted
      by such WCB Limited Partner. Once delivered, the WCB Exercise Notice shall
      be irrevocable, subject to the issuance of shares of Common Stock by the
      General Partner in respect of such WCB Partnership Units, all in
      accordance with the terms of attached Exhibit G. Notwithstanding anything
      to the contrary provided in this Agreement, none of the WCB Limited
      Partners shall have the right to exercise their WCB Rights with respect to
      all or any portion of the WCB Partnership Units prior to May 3, 1998.

            14. A new Section 13.7(c) is hereby added to the Partnership
Agreement as follows:

                 (c) Notwithstanding anything to the contrary provided in
      Section 13.7(a) or (b) above, this Agreement may not be amended except by
      a written instrument signed by the General Partner (and approved on behalf
      of the

                                        6

<PAGE>   7

      General Partner by at least a majority of its directors who are not
      Limited Partners or Affiliates of the General Partner or any of the
      Limited Partners) and a Majority-In-Interest of the WCB Limited Partners
      if such amendment would: (i) amend any of the distribution or liquidation
      provisions of this Agreement such that the WCB Partnership Units fail to
      rank pari passu with any existing or future preferred Partnership Interest
      granted to the General Partner, any Additional Partner or any other
      Person, (ii) alters or modifies the WCB Rights set forth in Section 11.2
      in a manner adverse to such Partner, or (iii) amends any provision of this
      Section 13.7(c).

            15. Exhibit B to the Partnership Agreement is hereby deleted in its
entirety, and Exhibit B attached hereto is hereby inserted in the place thereof.

            16. Exhibit F to the Partnership Agreement is hereby amended to add
the addresses for the WCB Limited Partners that are set forth on Schedule 5
attached hereto.

            17. The Partnership Agreement is hereby amended by adding a new
Exhibit G in the form attached to this First Amendment.

            18. The Partnership Agreement is hereby amended by adding new
Exhibits H and H-1 in the respective forms attached to this First Amendment.

            19. This First Amendment may be executed in two or more
counterparts, each of which shall be deemed originals, and all of which taken
together shall constitute one instrument. By executing this First Amendment
below, each signatory hereby agrees that a facsimile signature shall be deemed
to have the same effect as an original signature.

            20. This First Amendment shall be governed by and construed in
conformity with the laws of the State of California.

            21. Except as specifically provided herein, the Partnership
Agreement shall remain in full force and effect.

            22. To the extent that the WCB Purchase Agreement provides that the
parties obligations thereunder shall survive the Closing (as defined in the WCB
Purchase Agreement), such provisions of the WCB Purchase Agreement and the
parties obligations thereunder shall not be merged into the provisions of this
First Amendment and shall survive the execution and delivery of this First
Amendment.

                                        7

<PAGE>   8

            IN WITNESS WHEREOF, this First Amendment is hereby entered into
among the undersigned parties as of the Effective Date.

                    GENERAL PARTNER: SPIEKER PROPERTIES, INC.
                                     a Maryland corporation


                                     By: /s/ [SIG]
                                        ----------------------------------------
                                     Its:
                                         ---------------------------------------

            NEW LIMITED PARTNERS:    WCB II-S BRD LIMITED PARTNERSHIP, a
                                     Delaware limited partnership

                                     By:   WCB II-S BRD Gen-Par, Inc., a
                                           Delaware corporation,
                                           its General Partner


                                           By: /s/ [SIG]
                                              ----------------------------------
                                              Name:  Edward M. 
                                              Title: V.P.


                                     WHAMC REAL ESTATE LIMITED
                                     PARTNERSHIP, a Delaware limited partnership

                                     By:   WHAMC Gen-Par, Inc., a Delaware
                                           corporation, its General Partner


                                     By: /s/ [SIG]
                                        ----------------------------------------
                                        Name: Edward M. S
                                        Title: V.P.


                                       8

<PAGE>   9


                                     WCB TWENTY-SIX LIMITED PARTNERSHIP,
                                     a Delaware limited partnership

                                     By:  WCB Twenty-Six, Inc., 
                                          a Delaware corporation, 
                                          its General Partner


                                           By: /s/ [SIG]
                                              ----------------------------------
                                              Name:  Edward M. 
                                              Title: V.P.


                                     WCB TWENTY-SEVEN LIMITED PARTNERSHIP, 
                                     a Delaware limited partnership

                                     By:  WCB Twenty-Seven, Inc., 
                                          a Delaware corporation, 
                                          its General Partner


                                           By: /s/ [SIG]
                                              ----------------------------------
                                              Name:  Edward M. 
                                              Title: V.P.


                                     WCB NINE LIMITED PARTNERSHIP,
                                     a Delaware limited partnership

                                     By:  WCB Nine, Inc.,
                                          a Delaware corporation,
                                          its General Partner


                                           By: /s/ [SIG]
                                              ----------------------------------
                                              Name:  Edward M. 
                                              Title: V.P.


                                        9

<PAGE>   10

                                                   Schedule I to First Amendment

                          List of WCB Limited Partners
                          ----------------------------

WCB II-S BRD Limited Partnership 
WHAMC Real Estate Limited Partnership
WCB Twenty-Six Limited Partnership
WCB Twenty-Seven Limited Partnership
WCB Nine Limited Partnership


<PAGE>   11


                                                   Schedule 2 to First Amendment

                    Description of WCB Capital Contribution
                    ---------------------------------------

<TABLE>
<CAPTION>
          WCB Limited Partner             Description of WCB Capital Contribution
---------------------------------------   ---------------------------------------
<S>                                       <C>
   WCB II-S BRD Limited Partnership       Fremont 3
                                          LSI Logic
                                          Oak Creek I
                                          Oak Creek H
                                          Santa Clara Office
                                          Sorrento Tech I, H, III
                                          Westridge I
   WHAMC Real Estate Limited Partnership  Pacific Corporate Park
   WCB Twenty-Six Limited Partnership     Stadium Towers Plaza Land
   WCB Nine Limited Partnership           Wilsonville Business Center
   WCB Twenty-Seven Limited Partnership   Wilsonville Land

</TABLE>


<PAGE>   12

                                                   Schedule 3 to First Amendment


                           Form of WCB Exercise Notice
                           ---------------------------


To:  Spieker Properties, Inc.

          Reference is made to that certain Second Amended and Restated
Agreement of Limited Partnership of Spieker Properties, L.P. dated as of October
13, 1997 (as amended, the "Partnership Agreement"), among Spieker Properties,
Inc., a Maryland corporation, the undersigned, and certain other persons,
governing that certain California limited partnership known as Spieker
Properties, L.P. (the "Partnership"). Capitalized terms used but not defined
herein shall have the meanings set forth in the Partnership Agreement. Pursuant
to Section 11.3 of the Partnership Agreement and Exhibit G to the Partnership
Agreement, each of the undersigned, being a WCB Limited Partner of the
Partnership, hereby elects to exercise its WCB Rights as to the number of WCB
Partnership Units specified opposite its signature below:



Exercising WCB                                          Number of WCB
Limited Partner                                         Partnership Units



                 ----------------------------------------------
                 Printed Name of Exercising WCB Limited Partner



                 ----------------------------------------------
                   Signature of Exercising WCB Limited Partner



                 ----------------------------------------------
                                      Date


<PAGE>   13

                                                   Schedule 4 to First Amendment

                       Allocation of WCB Partnership Units

<TABLE>
<CAPTION>
           WCB Limited Partners                           WCB Partnership units
           --------------------                           ---------------------
<S>                                                       <C>    
    WCB II-S BRD Limited Partnership                              897,089
    WHAMC Real Estate Limited Partnership                         288,851
    WCB Twenty-Six Limited Partnership                             55,674
    WCB Nine Limited Partnership                                  721,993
    WCB Twenty-Seven Limited Partnership                           43,888

                                                                ---------
                                          TOTAL                 2,007,495
                                                                =========
</TABLE>


<PAGE>   14

                                                   Schedule 5 to First Amendment

                        Addresses of WCB Limited Partners
                        ---------------------------------

<TABLE>
<CAPTION>
          WCB Limited Partners                           Address    
          --------------------                           -------    
<S>                                        <C>                      
WCB II-S BRD Limited Partnership           450 Newport Center Drive 
WHAMC Real Estate Limited Partnership      Suite 304                
WCB Twenty-Six Limited Partnership         Newport Beach, California 92660-7640
WCB Nine Limited Partnership               
WCB Twenty-Seven Limited Partnership
</TABLE>


<PAGE>   15

                                    EXHIBIT B
                                   ALLOCATIONS

1. Allocation of Net Income and Net Loss.

           (a) Net Income. Except as otherwise provided herein, Net Income for
any fiscal year or other applicable period shall be allocated in the following
order and priority:

                 (1) First, to the Partners, until the cumulative Net Income
allocated pursuant to this Subparagraph l(a)(1) for the current and all prior
periods equals the cumulative Net Loss allocated pursuant to Subparagraphs
l(b)(3) and (4) hereof for all prior periods, among the Partners in the reverse
order that such Net Loss was allocated (and, in the event of a shift of a
Partner's interest in the Partnership, to the Partners in a manner that most
equitably reflects the successors in interest of such Partners);

                 (2) Second, to the General Partner and the WCB Limited
Partners, until the cumulative Net Income allocated pursuant to this
Subparagraph 1 (a)(2) for the current and all prior periods equals the
cumulative Net Loss allocated pursuant to Subparagraph 1 (b)(2) hereof for all
prior periods;

                 (3) Third, in equal priority, (x) to the General Partner until
the cumulative amount of Net Income allocated pursuant to this Subparagraph 1
(a)(3), Subparagraph 1 (a)(3) of Exhibit E to the First Restated Agreement as in
effect immediately prior to the Fourth Amendment thereto and Subparagraph 1
(c)(1)(iii) of Exhibit E to the First Restated Agreement as in effect
immediately prior to the Third Amendment thereto equals the total amount of
dividends paid on the Series A Preferred Stock as of or prior to the date of
such allocation plus the total amount of accrued but unpaid dividends on any
Series A Preferred Stock issued and outstanding as of such date, plus the total
amount of dividends paid on the Series B Cumulative Redeemable Preferred Stock
as of or prior to the date of such allocation plus the total amount of accrued
but unpaid dividends on any Series B Cumulative Redeemable Preferred Stock
issued and outstanding as of such date, plus the total amount of dividends paid
on the Series C Cumulative Redeemable Preferred Stock as of or prior to the date
of such allocation plus the total amount of accrued but unpaid dividends on any
Series C Cumulative Redeemable Preferred Stock issued and outstanding as of such
date, and (y) to the WCB Limited Partners until the cumulative amount of Net
Income allocated pursuant to this Subparagraph 1 (a)(3) equals the total amount
of distributions made to the WCB Limited Partners pursuant to Section 6.2(a)(i)
of this Agreement;

                 (4) Fourth, to the General Partner on account of the Common B
Interest and the Common C Interest, an amount equal to the sum of (x) $0.0625
per annum multiplied by the number of shares issued and outstanding of Class B
Common Stock, plus (y) $0.05 per annum multiplied by the number of shares issued
and outstanding of Class C Common Stock, prorated on a daily basis over each
calendar year, and adjusted, as appropriate,


                                       B-1

<PAGE>   16

to reflect any variance in the number of such shares issued and outstanding from
time to time; and

                 (5) Thereafter, the balance of the Net Income, if any, shall be
allocated to the Partners holding Standard Partnership Units in accordance with
their respective Standard Percentages.

           (b) Net Loss. Net Loss of the Partnership for each fiscal year or
other applicable period shall be allocated as follows:

                 (1) First, to the Partners (other than the WCB Limited Partners
with respect to their WCB Partnership Units) in accordance with their respective
Standard Percentages until the Capital Account balances of the Limited Partners
(other than the WCB Limited Partners with respect to their WCB Partnership
Units) are reduced to zero (for purpose of this calculation, such Partners'
share of Partnership Minimum Gain shall be added back to their Capital
Accounts);

                 (2) Second, to the General Partner and the WCB Limited Partners
(to the extent of their WCB Partnership Units), in proportion to their positive
Capital Account balances, until their Capital Account balances have been reduced
to zero (for purpose of this calculation, such Partners' share of Partnership
Minimum Gain shall be added back to their Capital Accounts);

                 (3) Thereafter, to the Partners holding Standard Partnership
Units in accordance with their then Standard Percentages; and

                 (4) Notwithstanding the preceding provisions of this
Subparagraph 1 (b), to the extent that any Net Loss allocated to a Partner under
Subparagraph 1 (b) would cause such Partner (hereinafter, a "Restricted
Partner") to have an Adjusted Capital Account Deficit as of the end of the
fiscal year to which such Net Loss relates, such Net Loss shall not be allocated
to such Restricted Partner and instead shall be allocated to the other
Partner(s) (hereinafter, the "Permitted Partners") pro rata in accordance with
their relative Percentage Interests.

           (c) Book-Up and Capital Account Adjustments. On any day on which
Series A Preferred Stock is redeemed or converted into Common Stock or the
Series B Cumulative Redeemable Preferred Stock is redeemed or the Series C
Cumulative Redeemable Preferred Stock is redeemed or any WCB Partnership Units
are converted into Standard Partnership Units, the Partnership may, in the
discretion of the General Partner, adjust the Gross Asset Values of all
Partnership assets to equal their respective gross fair market values and shall
allocate the amount of such adjustment as Net Income or Net Loss pursuant to
Paragraph 1 (a) hereof


                                       B-2

<PAGE>   17

2.    Special Allocations.

           Notwithstanding any provisions of Paragraph 1 of this Exhibit B, the
following special allocations shall be made in the following order:

           (a) Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a
net decrease in Partnership Minimum Gain for any Partnership fiscal year (except
as a result of conversion or refinancing of Partnership indebtedness, certain
capital contributions or revaluation of the Partnership property as further
outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner
shall be specially allocated items of Partnership income and gain for such year
(and, if necessary, subsequent years) in an amount equal to that Partner's share
of the net decrease in Partnership Minimum Gain. The items to be so allocated
shall be determined in accordance with Regulation Section 1.704-2(f). This
Paragraph 2(a) is intended to comply with the minimum gain chargeback
requirement in said section of the Regulations and shall be interpreted
consistently therewith. Allocations pursuant to this Paragraph 2(a) shall be
made in proportion to the respective amounts required to be allocated to each
Partner pursuant hereto.

           (b) Minimum Gain Attributable to Partner Nonrecourse Debt. If there
is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt
during any fiscal year (other than due to the conversion, refinancing or other
change in the debt instrument causing it to become partially or wholly
nonrecourse, certain capital contributions, or certain revaluations of
Partnership property as further outlined in Regulation Section 1.704-2(i)(4)),
each Partner shall be specially allocated items of Partnership income and gain
for such year (and, if necessary, subsequent years) in an amount equal to that
Partner's share of the net decrease in the Minimum Gain Attributable to Partner
Nonrecourse Debt. The items to be so allocated shall be determined in accordance
with Regulation Section 1.704-2(i)(4) and (j)(2). This Paragraph 2(b) is
intended to comply with the minimum gain chargeback requirement with respect to
Partner Nonrecourse Debt contained in said section of the Regulations and shall
be interpreted consistently therewith. Allocations pursuant to this Paragraph
2(b) shall be made in proportion to the respective amounts required to be
allocated to each Partner pursuant hereto.

           (c) Qualified Income Offset. In the event a Limited Partner
unexpectedly receives any adjustments, allocations or distributions described in
Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Limited
Partner has an Adjusted Capital Account Deficit, items of Partnership income and
gain shall be specially allocated to such Partner in an amount and manner
sufficient to eliminate the Adjusted Capital Account Deficit as quickly as
possible. This Paragraph 2(c) is intended to constitute a "qualified income
offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.

           (d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal
year or other applicable period shall be allocated to the Partners in accordance
with their respective Percentage Interests.

           (e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions
for any fiscal year or other applicable period shall be specially allocated to
the Partner that bears the economic risk of loss for the debt (i.e., the Partner
Nonrecourse Debt) in respect of which such


                                       B-3

<PAGE>   18

Partner Nonrecourse Deductions are attributable (as determined under Regulation
Section 1.704-2(b)(4) and (i)(l)).

                (f) Curative Allocations. It is the intent of the Partnership
that, to the extent possible, the Capital Account balances of the Partners be in
the following relationship: (1) first, the Capital Account of the General
Partner should be at least equal to $25.00 multiplied by the number of issued
and outstanding shares of Series A Preferred Stock, Series B Cumulative
Redeemable Preferred Stock and Series C Cumulative Redeemable Preferred Stock,
and the Capital Accounts of the WCB Limited Partners should be at least equal to
the WCB Partnership Unit Issue Price multiplied by the number of issued and
outstanding WCB Partnership Units; and (2) second, the Limited Partners' (other
than the WCB Limited Partners with respect to their WCB Partnership Units)
Capital Account balances and the General Partner's Capital Account balance in
excess of the product described in clause (1) above should be in proportion to
their Standard Percentages. Thus, items of "book" income, gain, loss, and
deduction shall be allocated among the Partners so that, to the extent possible,
the resulting Partners' Capital Account balances bear this relationship. This
Paragraph 2(f) is intended to minimize to the extent possible and to the extent
necessary any economic distortions which may result from application of the
Regulatory Allocations and shall be interpreted in a manner consistent
therewith. For purposes hereof, "Regulatory Allocations" shall mean the
allocations provided under Subparagraph 1(b)(2) and this Paragraph 2 (save
Subparagraphs 2(d) and (f) hereof).

                (g) Merit Plan. To the extent that the Partnership recognizes
income or gain or is entitled to deduction, expense or loss with respect to
transfers of interests pursuant to the Merit Plan, all such items shall be
allocated among the Limited Partners in accordance with the Merit Plan.

3.    Tax Allocations.

                (a) Generally. Subject to Paragraphs 3(b) and (c) below, items
of income, gain, loss, deduction and credit to be allocated for income tax
purposes (collectively, "Tax Items") shall be allocated among the Partners on
the same basis as their respective book items.

                (b) Sections 1245/1250 Recapture. If any portion of gain from
the sale of property is treated as gain which is ordinary income by virtue of
the application of Code Section 1245 or 1250 ("Affected Gain"), then (A) such
Affected Gain shall be allocated among the Partners in the same proportion that
the depreciation and amortization deductions giving rise to the Affected Gain
were allocated and (B) other Tax Items of gain of the same character that would
have been recognized, but for the application of Code Sections 1245 and/or 1250,
shall be allocated away from those Partners who are allocated Affected Gain
pursuant to Clause (A) so that, to the extent possible, the other Partners are
allocated the same amount, and type, of capital gain that would have been
allocated to them had Code Sections 1245 and/or 1250 not applied; provided,
however, that the net amount of Tax Items allocated to each Partner shall be the
same as if this Paragraph 3(a) did not exist. For purposes hereof, in order to
determine the proportionate allocations of depreciation and amortization
deductions for each fiscal year or other applicable period, such deductions
shall be deemed allocated on the same basis as Net Income and Net Loss for such
respective period.


                                       B-4

<PAGE>   19

                (c) Allocations Respecting Section 704(c) and Revaluations. If
any Partnership property is subject to Code Section 704(c) or is reflected in
the Capital Accounts of the Partners and on the books of the Partnership at a
book value that differs from the adjusted tax basis of such property, then the
tax items with respect to such property shall, in accordance with the
requirements of Regulations Section 1.704-1(b)(4)(i), be shared among the
Partners in a manner that takes account of the variation between the adjusted
tax basis of the applicable property and its book value in the same manner as
variations between the adjusted tax basis and fair market value of property
contributed to the Partnership are taken into account in determining the
Partners' share of tax items under Code Section 704(c). The General Partner is
authorized to choose any reasonable method permitted by the Regulations pursuant
to Code Section 704(c), including the "remedial" method, the "curative" method
and the "traditional" method.

                (d) Code Section 752 Specification. Pursuant to Regulations
Section 1.752-3, the interest of the Partners holding Standard Partnership Units
in Partnership profits for purposes of determining the Partners' shares of
excess nonrecourse liabilities shall be their Standard Percentages.


                                       B-5

<PAGE>   20

                                    EXHIBIT G

                                WCB RIGHTS TERMS

           The WCB Rights shall be subject to the following terms and
           conditions:

            1. DELIVERY OF WCB EXERCISE NOTICES. Any one or more WCB Limited
Partners possessing WCB Rights may deliver to the General Partner a WCB Exercise
Notice pursuant to which such WCB Limited Partners elect to exercise their WCB
Rights to convert all or any portion of their WCB Partnership Units into shares
of Common Stock, provided, however, no WCB Limited Partner shall be entitled to
exercise its WCB Rights to the extent that, upon exercise of its WCB Rights,
such WCB Limited Partner, together with its Affiliates, in the aggregate, would
Beneficially Own shares of Common Stock (including shares of Common Stock to be
issued in connection with the exercise of such WCB Rights) in excess of the
Ownership Limit.

            2. FREQUENCY OF EXERCISE; SIZE OF EXERCISE. Each WCB Limited Partner
shall be permitted to deliver up to four (4) separate WCB Exercise Notices per
calendar year. Without the prior written consent of the General Partner, which
consent may be withheld in its sole and absolute discretion, no WCB Limited
Partner may exercise WCB Rights for less than five thousand (5,000) WCB
Partnership Units or, if such WCB Limited Partner holds less than five thousand
(5,000) WCB Partnership Units, all of the WCB Partnership Units held by such WCB
Limited Partner.

            3. COMPUTATION OF CONSIDERATION. With respect to the exercise of WCB
Rights, the consideration payable for the WCB Partnership Units shall be the
issuance by the General Partner of the WCB Common Stock Amount.

            4. CLOSING. The closing of the exercise of the WCB Rights shall,
unless otherwise mutually agreed, be held at the principal offices of the
General Partner, on the date agreed to by the General Partner and the exercising
WCB Limited Partner, which date shall in no event occur later than the date that
is ten (10) days after the date on which such WCB Limited Partner delivers the
WCB Exercise Notice. At such closing, the General Partner shall deliver a stock
certificate or certificates representing the WCB Common Stock Amount and
evidencing the Common Stock to be issued and registered in the name of such WCB
Limited Partner or its designee and such WCB Limited Partner shall deliver to
the General Partner certificates or other instruments in form satisfactory to
the General Partner evidencing such WCB Partnership Units together with a
certificate in the form attached hereto as Exhibit H-1.

            5. TERM OF WCB RIGHTS. Unless sooner terminated, the rights of the
parties with respect to the WCB Rights shall commence as of May 3, 1998 and
lapse for all purposes and in all respects on the fiftieth (50th) anniversary of
the Completion of the Offering; provided, however, that the parties hereto shall
continue to be bound by a WCB Exercise Notice delivered to the General Partner
prior to such anniversary.


                                       G-1

<PAGE>   21

            6. COVENANTS OF THE GENERAL PARTNER. To facilitate the General
Partner's ability to fully perform its obligations hereunder, the General
Partner covenants and agrees as follows:

            (a) At all times during the pendency of the WCB Rights, the General
Partner shall reserve for issuance such number of shares of Common Stock as may
be necessary to enable the General Partner to issue such shares in exchange for
all of the WCB Partnership Units held by WCB Limited Partners which are from
time to time outstanding.

            (b) As long as the General Partner shall be obligated to file
periodic reports under the Exchange Act, the General Partner will timely file
such reports in such manner as shall enable any recipient of Common Stock issued
to WCB Limited Partners hereunder in reliance upon an exemption from
registration under the Securities Act to continue to be eligible to utilize Rule
144 promulgated by the SEC pursuant to the Securities Act, or any successor rule
or regulation or statute thereunder, for the resale thereof.

            (c) During the pendency of the WCB Rights, the WCB Limited Partners
shall receive in a timely manner all reports filed by the General Partner with
the SEC and all other communications transmitted from time to time by the
General Partner to its stockholders generally.

            (d) Under no circumstances shall the General Partner (i) declare any
stock dividend, stock split, stock distribution, extraordinary dividend,
distribution of assets or the like or (ii) in connection with a takeover defense
measure or a recapitalization issue or sell any shares of Common Stock or other
equity securities or any instrument convertible into any equity security for
consideration that is substantially less than fair value of such Common Stock or
other equity security (it being agreed that any determination of fair value by
the Board of Directors of the General Partner shall conclusively establish the
fair value thereof), unless in either circumstance fair and equitable
arrangements are provided, to the extent necessary, to fully adjust, and to
avoid any dilution in, the rights of WCB Limited Partners under this Agreement.

            (e) Notwithstanding anything to the contrary provided in this
Agreement (including, without limitation, this Exhibit G, in the event that the
issuance of Common Stock upon exercise of any WCB Limited Partner's WCB Rights
would disqualify the General Partner from being characterized as a REIT, the
General Partner shall have the right to, and shall be required to, pay to such
WCB Limited Partner by cashier's check or wire transfer of immediately available
funds the WCB Cash Amount in lieu of the WCB Common Stock Amount.

            7. WCB LIMITED PARTNER'S COVENANT. Each WCB Limited Partner 
covenants and agrees with the General Partner that all WCB Partnership Units
tendered to the General Partner in accordance with the exercise of WCB Rights
herein provided shall be delivered to the General Partner free and clear of all
Liens, and should any Liens exist or arise with respect to such WCB Partnership
Units, the General Partner shall be under no obligation to acquire the same.
Each WCB Limited Partner further agrees that, in the event any state or local
property transfer tax or sales tax is payable as a result of the transfer of its
WCB Partnership


                                       G-2

<PAGE>   22

Units to the General Partner (or its designee), such WCB Limited Partner shall
assume and pay such transfer and/or sales tax.


                                       G-3

<PAGE>   23

                                    EXHIBIT H

                     FORM OF WCB LIMITED PARTNER CERTIFICATE
                                  (REDEMPTION)


            Reference is made to that certain Second Amended and Restated
Limited Partnership Agreement of Spieker Properties, L.P., dated as of October
13, 1997 (as amended from time to time, the "Partnership Agreement").
Capitalized terms used herein and not otherwise defined herein shall have the
same meanings as set forth in the Partnership Agreement.

            Pursuant to Section 4.12 of the Partnership Agreement, and in
connection with the General Partner's delivery to the undersigned of the WCB
Redemption Amount, the undersigned hereby represents and warrants to the General
Partner that the undersigned has the authority to sell, transfer and convey to
the General Partner all of its right, title and interest in and to the WCB
Partnership Units specified in the WCB Redemption Notice dated __________, 2 
___ and that such WCB Partnership Units are being sold, transferred and conveyed
to the General Partner free and clear of all Liens.

            IN WITNESS WHEREOF, the undersigned has executed and delivered this
Certificate as of this ________ day of _________ , 2___.

                                        WCB____________ LIMITED PARTNERSHIP,
                                        a Delaware limited partnership

                                        By: WCB_______  ,Inc.,
                                            a Delaware corporation

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


<PAGE>   24

                                   EXHIBIT H-1

                     FORM OF WCB LIMITED PARTNER CERTIFICATE
                                  (WCB RIGHTS)


            Reference is made to that certain Second Amended and Restated
Limited Partnership Agreement of Spieker Properties, L.P., dated as of October
13, 1997 (as amended from time to time, the "Partnership Agreement").
Capitalized terms used herein and not otherwise defined herein shall have the
same meanings as set forth in the Partnership Agreement.

            Pursuant to Section 11.3 of, and Exhibit G to, the Partnership
Agreement, and in connection with the General Partner's delivery to the
undersigned of the WCB Common Stock Amount, the undersigned hereby represents
and warrants to the General Partner that the undersigned has the authority to
sell, transfer and convey to the General Partner all of its right, title and
interest in and to the WCB Partnership Units specified in the WCB Exercise
Notice dated ________ ,_____ and that such WCB Partnership Units are being sold,
transferred and conveyed to the General Partner free and clear of all Liens.

            IN WITNESS WHEREOF, the undersigned has executed and delivered this
Certificate as of this _______ day of ______,_____

                                        WCB LIMITED PARTNERSHIP, 
                                        a Delaware limited partnership

                                        By:   WCB ____, Inc.,
                                              a Delaware corporation


                                              By:
                                                 -------------------------------
                                              Name:
                                              Title: