Agreement and Plan of Merger - Equity Office Properties Trust and Spieker Properties Inc.

AGREEMENT AND PLAN OF MERGER

among

EQUITY OFFICE PROPERTIES TRUST,

EOP OPERATING LIMITED PARTNERSHIP,

SPIEKER PROPERTIES, INC.

and

SPIEKER PROPERTIES, L.P.

Dated as of February 22, 2001

TABLE OF CONTENTS

ARTICLE 1

THE MERGERS