EXHIBIT 10.2 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 15, 1999 BY AND BETWEEN STARWOOD FINANCIAL TRUST, STARWOOD FINANCIAL, INC. AND, TO THE EXTENT DESCRIBED HEREIN, TRINET CORPORATE REALTY TRUST, INC. TABLE OF CONTENTS

EXHIBIT 10.2

AGREEMENT AND PLAN OF MERGER

DATED AS OF JUNE 15, 1999

BY AND BETWEEN

STARWOOD FINANCIAL TRUST,

STARWOOD FINANCIAL, INC.

AND, TO THE EXTENT DESCRIBED HEREIN,

TRINET CORPORATE REALTY TRUST, INC.

TABLE OF CONTENTS

PAGE
-----

ARTICLE I THE INCORPORATION MERGER............................................................... 1

Section 1.1. The Incorporation Merger........................................................... 1

Section 1.2. Effective Time..................................................................... 1

Section 1.3. Charter and By-laws................................................................ 1

Section 1.4. Directors.......................................................................... 1

Section 1.5. Officers........................................................................... 2

Section 1.6. Additional Actions................................................................. 2

ARTICLE II EFFECTS OF THE INCORPORATION MERGER; EXCHANGE OF CERTIFICATES.......................... 2

Section 2.1. Effect on Capital Stock............................................................ 2

(a) Capital Stock Owned by the Trust or its Subsidiaries............................... 2

(b) Capital Stock Owned by the Company................................................. 2

Section 2.2. Warrants........................................................................... 3

Section 2.3. Long-Term Incentive Plan........................................................... 3

ARTICLE III REPRESENTATIONS AND WARRANTIES......................................................... 3

Section 3.1. Representations and Warranties of the Company...................................... 3

(a) Organization, Standing and Corporate Power of the Company.......................... 3

(b) Capital Structure.................................................................. 4

(d) Operations of The Company.......................................................... 4

(e) Litigation......................................................................... 4

(f) Brokers; Schedule of Fees and Expenses............................................. 4

(g) No ownership of TriNet Stock....................................................... 4

(h) Enforceability..................................................................... 4

ARTICLE IV MISCELLANEOUS.......................................................................... 5

Section 4.1. Termination........................................................................ 5

Section 4.2. Approval........................................................................... 5

Section 4.3. Notices............................................................................ 5

Section 4.4. Amendments......................................................................... 6

Section 4.5. Counterparts....................................................................... 6

Section 4.6. Entire Agreement; No Third-Party Beneficiaries..................................... 6

Section 4.7. GOVERNING LAW...................................................................... 6

AGREEMENT AND PLAN OF MERGER ("AGREEMENT"), dated as of June 15, 1999, by
and between STARWOOD FINANCIAL TRUST, a Maryland real estate investment trust
(the "TRUST"), STARWOOD FINANCIAL, INC., a Maryland corporation (the "COMPANY")
and, to the extent described on the signature page hereto, TRINET CORPORATE
REALTY TRUST, INC., a Maryland corporation ("TRINET").

RECITALS

The Boards of Directors of the Company and the Trust each has determined
that it is advisable and in the best interests of their respective companies and
stockholders that upon the terms and subject to the conditions set forth in this
Agreement, the Trust will merge with and into the Company (the "INCORPORATION
MERGER") with the Company being the surviving entity of the merger.

AGREEMENT

In consideration of the representations, warranties, covenants and
agreements contained in this Agreement, the parties agree as follows:

ARTICLE I

THE INCORPORATION MERGER

Section 1.1. THE INCORPORATION MERGER.

(a) Upon the terms and subject to the conditions set forth in this
Agreement, at the Effective Time (as hereinafter defined), the Trust shall be
merged with and into the Company in accordance with the Maryland General
Corporation Law (the "MGCL"), whereupon the separate corporate existence of the
Trust shall cease and the Company shall be the surviving company in the merger
(the "SURVIVING CORPORATION").

(b) The Incorporation Merger shall have the effects set forth in the MGCL.
Accordingly, from and after the Effective Time, the Surviving Corporation shall
possess all the rights, privileges, powers and franchises and be subject to all
of the restrictions, disabilities, liabilities and duties of the Company and the
Trust.

Section 1.2. EFFECTIVE TIME. The parties shall execute and file Articles
of Merger or other appropriate documents in accordance with the MGCL, and shall
make all other filings or recordings required with respect to the Incorporation
Merger under the MGCL. The Incorporation Merger shall become effective at the
time of acceptance for filing by the State Department of Assessments and
Taxation of the State of Maryland of the Articles of Merger.

Section 1.3. CHARTER AND BY-LAWS. The articles of incorporation and
by-laws of the Company, substantially in the forms set forth in EXHIBITS A and B
hereto, shall become the articles of incorporation (the "CHARTER") and by-laws
(the "BY-LAWS") of the Surviving Corporation upon the Effective Time until
further amended in accordance with applicable Maryland law.

Section 1.4. DIRECTORS. The Trustees of the Trust immediately prior to the
Effective Time shall be the Directors of the Surviving Corporation from and
after the Effective Time and shall hold office until their respective successors
are duly elected or appointed and qualified in the manner provided in the
Charter and By-laws of the Surviving Corporation, or as otherwise provided by
law.

Section 1.5. OFFICERS. The officers of the Trust immediately prior to the
Effective Time shall be the officers of the Surviving Corporation from and after
the Effective Time and shall hold office until their respective successors are
duly elected or appointed and qualified in the manner provided in the Charter
and By-laws of the Surviving Corporation, or as otherwise provided by law.

Section 1.6. ADDITIONAL ACTIONS. If, at any time after the Effective Time,
the Surviving Corporation determines that any deeds, bills of sale, assignments,
assurances or any other acts or things are necessary or desirable (a) to vest,
perfect or confirm, of record or otherwise, in the Surviving Corporation, its
right, title or interest in, to or under any of the rights, properties or assets
of the Trust by reason of, or as a result of, the Incorporation Merger, or (b)
otherwise to carry out the purposes of this Agreement, the Surviving Corporation
and its proper officers and directors shall be authorized to execute and
deliver, in the name and on behalf of the Trust, all such deeds, bills of sale,
assignments and assurances and to do, in the name and on behalf of the Trust,
all such other acts and things necessary or desirable to vest, perfect or
confirm any and all right, title or interest in, to or under such rights,
properties or assets in the Surviving Corporation or otherwise to carry out the
purposes of this Agreement.

ARTICLE II

EFFECTS OF THE INCORPORATION MERGER;
EXCHANGE OF CERTIFICATES

Section 2.1. EFFECT ON CAPITAL STOCK.

(a) CAPITAL STOCK OWNED BY THE TRUST OR ITS SUBSIDIARIES. As of the
Effective Time, any shares of capital stock of the Trust that are owned by the
Trust or any Trust Subsidiary (as defined below), automatically shall be
cancelled and retired and all rights with respect thereto shall cease to exist,
and no consideration shall be delivered in exchange therefor. As used in this
Agreement, "SUBSIDIARY" of any person means any corporation, partnership,
limited liability company, joint venture or other legal entity of which such
person (either directly or through or together with another Subsidiary of such
person) owns 50% or more of the voting stock, value or other equity interests
(voting or non-voting) of such corporation, partnership, limited liability
company, joint venture or other legal entity.

(b) CAPITAL STOCK OWNED BY THE COMPANY. As of the Effective Time, any
shares of capital stock of the Company that are owned by the Trust,
automatically shall be cancelled and retired and all rights with respect thereto
shall cease to exist, and no consideration shall be delivered in exchange
therefor.

(c) CONVERSION OF TRUST CAPITAL STOCK INTO COMPANY CAPITAL STOCK. At the
Effective Time, except as provided in Section 2.1(a), (i) each issued and
outstanding Class A share of beneficial interest of the Trust, par value $1.00
per share (the "TRUST CLASS A COMMON SHARES"), shall be converted by virtue of
the Incorporation Merger, automatically and without any action on the part of
the holder thereof, into the right to receive one fully paid and nonassessable
share of common stock, par value $.001 per share, of the Company (the "COMPANY
COMMON STOCK"), (ii) each issued and outstanding Class B share of beneficial
interest of the Trust, par value $.01 per share (the "TRUST CLASS B COMMON
SHARES"), shall be converted by virtue of the Incorporation Merger,
automatically and without any action on the part of the holder thereof, into the
right to receive one forty-ninth of one fully paid and nonassessable share of
Company Common Stock and (iii) each issued and outstanding 9.5% Series A
Preferred Share of beneficial interest of the Trust, par value $.01 per share,
(the "TRUST PREFERRED SHARES") shall be converted by virtue of the Incorporation
Merger, automatically and without any action on the part of the holder thereof,
into the right to receive one fully paid and nonassessable share of 9.5% Series
A Cumulative Redeemable Preferred Stock, par value $.01 per share, of the
Company (the "COMPANY PREFERRED STOCK"). The voting powers, rights and
preferences of the Company Preferred Stock are intended to be substantially
identical to the powers, rights and preferences of the Trust Preferred Shares.
At the Effective Time, certificates representing the Trust Class A Common
Shares, the Trust Class B Common Shares and the Trust Preferred Shares before
the Incorporation Merger, will represent the Company Common Stock and the
Company Preferred Stock, as applicable, and it will not be necessary for
shareholders of the Trust to surrender or exchange their existing share
certificates for new stock certificates. In the event the number of shares of
Company Common Stock to be issued to a shareholder includes a fraction, the
Company will pay to the shareholder, a cash payment in lieu of such fractional
shares of Company Common Stock equal to the

same fractional proportion of the arithmetic mean of the closing sales price per
share of the Company Common Stock on the principal stock exchange on which the
Company Common Stock is then listed on each of the three trading days
immediately after the Effective Time.

Section 2.2. WARRANTS. Each warrant to purchase Trust Class A Common
Shares (a "TRUST WARRANT") which is outstanding immediately prior to the
Effective Time shall be converted into a warrant to purchase shares of Company
Common Stock (a "COMPANY WARRANT"). Each warrant and the obligation to issue
shares of Trust Class A Common Shares upon exercise of such Trust Warrant shall
be assumed by the Company effective as of the Effective Time. Each Company
Warrant shall be exercisable upon the same terms and conditions as set forth in
the warrant and/or warrant agreement respecting the Trust Warrant converted into
such Company Warrant.

Section 2.3. LONG-TERM INCENTIVE PLAN As at and from the Effective Time,
the Company and the Trust shall take such action, if any, as may be necessary to
provide that all obligations of the Trust under the Starwood Financial Trust
1996 Long-Term Incentive Plan (the "PLAN") shall be assumed by the Company and
all rights of the participants under the Plan to receive grants of options and
to exercise the options and all other rights granted thereunder shall thereupon
be honored by the Company. Participants of the Plan shall receive the right to
exercise options for one share of Company Common Stock for every Trust Class A
Common Share the participant was granted under the Plan. All other rights
granted thereunder in respect of shares of beneficial interest of the Company
shall be on substantially identical terms and conditions as set forth in the
Plan.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Trust as follows:

(a) ORGANIZATION, STANDING AND CORPORATE POWER OF THE COMPANY. The Company
is a corporation organized and validly existing under the laws of the State of
Maryland and has the requisite corporate power and authority to carry on its
business as now being conducted. The Company is duly qualified to do business
and is in good standing in each jurisdiction in which the nature of its business
or the ownership, leasing of its properties or management of its properties for
others makes such qualification or licensing necessary, other than in such
jurisdictions where the failure to be so qualified or licensed, individually or
in the aggregate, would not have a material adverse effect on the business,
properties, financial condition, results of operation or prospects of the
Company (a "COMPANY MATERIAL ADVERSE EFFECT").

(b) CAPITAL STRUCTURE. The authorized capital stock of the Company
consists of 230,000,000 shares of Company Common Stock and 30,000,000 shares
designated as preferred stock, par value $0.001 per share. On the date of this
Agreement, 1,000 shares of Company Common Stock are the only outstanding shares
of capital stock of the Company. There are no shares of capital stock of the
Company reserved for issuance. There are no outstanding stock appreciation
rights relating to the capital stock of the Company. All outstanding shares of
capital stock of the Company are duly authorized, and not subject to preemptive
rights. As of the date of this Agreement there are no outstanding securities,
options, warrants, calls, rights, commitments, agreements, arrangements or
undertakings of any kind to which the Company is a party or by which such entity
is bound, obligating the Company to issue, deliver or sell, or cause to be
issued, delivered or sold, shares of capital stock, voting securities or other
ownership interests of the Company or obligating the Company to issue, grant,
extend or enter into any such security, option, warrant, call, right,
commitment, agreement, arrangement or undertaking (other than to the Company).

(c) AUTHORITY; NONCONTRAVENTION. The Company has the requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement by the Company and the consummation by the Company of the

transactions contemplated hereby and thereby have been duly authorized by all
necessary action on the part of the Company. This Agreement has been duly
executed and delivered by the Company and constitutes the valid and binding
obligation of the Company and is enforceable against the Company in accordance
with its terms. The execution and delivery of this Agreement by the Company does
not, and the consummation of the transactions contemplated hereby and compliance
by the Company with the provisions of this Agreement does not and will not,
conflict with, or result in any violation of, or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a material benefit
under, or result in the creation of any Lien upon any of the properties or
assets of the Company under the articles of incorporation or by-laws of the
Company.

(d) OPERATIONS OF THE COMPANY. The Company was formed solely for the
purpose of engaging in the transactions contemplated by this Agreement and has
not engaged in any business activities or conducted any operations other than in
conjunction with such transactions.

(e) LITIGATION. There is no suit, action or proceeding pending or, to the
knowledge of the Company, threatened against or affecting the Company that,
individually or in the aggregate, could reasonably be expected to (i) have a
material adverse effect on the Company or (ii) prevent the consummation of any
of the transaction contemplated herein, nor is there any judgment, decree,
injunction, rule or order of governmental entity or arbitrator outstanding
against the Company having, or which, insofar as reasonably can be foreseen, in
the future would have, any such effect.

(f) BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment banker,
financial advisor or other person is entitled to any broker's, finder's
financial advisor's or other similar fee or commission in connection with the
Incorporation Merger or based upon arrangements made by or on behalf of the
Company.

(g) NO OWNERSHIP OF TRINET STOCK. As of the date of this Agreement the
Company does not, and as of the Closing Date (immediately prior to the Effective
Time) the Company will not, own any shares of capital stock of TriNet.

(h) ENFORCEABILITY. The provision of this Section 3.1 are intended to be
for the benefit of, and shall be enforceable by, TriNet.

ARTICLE IV

MISCELLANEOUS

Section 4.1. TERMINATION. This Agreement may be terminated and abandoned
by action of the Board of Directors of each of the Company and the Board of
Trustees of the Trust at any time prior to the Effective Time, whether before or
after approval by the shareholders of the Company and the stockholder of the
Trust.

Section 4.2. APPROVAL. The respective obligation of each party to effect
the Incorporation Merger is subject to adoption by the requisite vote of the
shareholders of the Trust and the stockholder of the Company pursuant of Section
3-105 and 8-501.1 of the MGCL.

Section 4.3. NOTICES. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, sent by overnight courier (providing proof of
delivery) to the parties or sent by telecopy (providing confirmation of
transmission) at the following addresses or telecopy numbers (or at such other
address or telecopy number for a party as shall be specified by like notice):

(a) if to the Trust or the Company to

Starwood Financial, Inc.
1114 Avenue of the Americas
00(xx) Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxx and Xxxx Xxxxx, Esq.
Fax: (000) 000-0000

with a copy to:

Xxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxx, Esq.
Fax: (000) 000-0000

(b) if to TriNet, to TriNet Corporate Realty Trust, Inc.
Xxx Xxxxxxxxxxx Xxxxxx
00(xx) Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: A. Xxxxxxx Xxxxx and Xxxxx Xxxxx, Esq.
Fax: (000) 000-0000

with a copy to:

Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000

Section 4.4. AMENDMENTS. The Board of Trustee of the Trust and the Board
of Directors of the Company may amend this Agreement at any time prior to the
filing of this Agreement (or certificate in lieu thereof) with the Secretary of
State of the State of Maryland, provided that an amendment made subsequent to
the adoption of the Agreement by the shareholders of the Trust and the
stockholder of the Company shall not: (1) alter or change the amount or kind of
shares, securities, cash, property and/or rights to be received in exchange for
or on conversion of all or any of the shares of any class or series thereof of
either the Trust or the Company, (2) materially alter or change any term of the
Charter to be effected by the Incorporation Merger, or (3) alter or change any
of the terms and conditions of this Agreement if such alteration or change would
adversely affect the holders of any class or series thereof of either the Trust
or the Company.

Section 4.5. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Agreement.

Section 4.6. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement and the other agreements entered into in connection with the
transactions (a) constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter of this Agreement and (b) except for the
provisions of Section 3.1 are not intended to confer upon any person other than
the parties hereto any rights or remedies.

Section 4.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT GIVING
EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

IN WITNESS WHEREOF, each of the Company, the Trust and TriNet has executed
this Agreement, or has caused this Agreement to be executed on its behalf by a
representative duly authorized, all as of the day and year first above written.

STARWOOD FINANCIAL TRUST

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

STARWOOD FINANCIAL, INC.

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

TRINET CORPORATE REALTY TRUST, INC. (solely in
its capacity as an intended third party
beneficiary of the designated representations
and warranties in the Agreement)

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

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EXHIBIT 10.2 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 15, 1999 BY AND BETWEEN STARWOOD FINANCIAL TRUST, STARWOOD FINANCIAL, INC. AND, TO THE EXTENT DESCRIBED HEREIN, TRINET CORPORATE REALTY TRUST, INC. TABLE OF CONTENTS

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