Exhibit 2.4 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1, dated as of September __, 1999 (the "AMENDMENT"), by and among STARWOOD FINANCIAL TRUST, a Maryland real estate investment trust ("STARWOOD"), ST MERGER SUB, INC., a Delaware corporation ("STARWOOD SUB") and TRINET CORPORATE REALTY TRUST, INC., a Maryland corporation ("TRINET"). RECITALS A. Starwood, Starwood Sub, and TriNet are parties (the "PARTIES") to that certain Agreement and Plan of Merger dated as of June 15, 1999 (the "ORIGINAL AGREEMENT"). B. The Parties desire to enter into this Amendment for the purpose of amending certain provisions of the Original Agreement as set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants herein contained, the Parties hereby agree as follows: 1. AMENDMENT TO SECTION 5.11. Clause (x) of subparagraph (i) of Section 5.11(b) of the Original Agreement is hereby amended and restated in its entirety as follows: "(x) the product of (A) the Market Price, (B) the number of shares of TriNet Common Stock subject to such TriNet Stock Options and (C) the Exchange Ratio. . . ." 2. AMENDMENT TO SECTION 9.2. The notice information for TriNet set forth in Section 9.2(b) of the Original Agreement is hereby amended and restated in its entirety as follows: (b) if to TriNet, to TriNet Corporate Realty Trust, Inc. One Embarcadero Center 33rd Floor San Francisco, California 94111 Attn: Geoff Dugan, Esq. Fax: (415) 391-3092 3. EXHIBITS. EXHIBITS J, K AND L of the Original Agreement are hereby amended and replaced in their entirety with EXHIBITS J, K AND L to this Amendment. IN WITNESS WHEREOF, Starwood, Starwood Sub and TriNet have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above. STARWOOD FINANCIAL TRUST By: /s/ Spencer B. Haber ---------------------------------------- Name: Spencer B. Haber Title: Chief Financial Officer ST MERGER SUB, INC. By: /s/ Spencer B. Haber ---------------------------------------- Name: Spencer B. Haber Title: Chief Financial Officer TRINET CORPORATE REALTY TRUST, INC. By: /s/ Elisa F. DiTomasso ---------------------------------------- Name: Elisa F. DiTomasso Title: Chief Financial Officer EXHIBIT J FORM OF CHARTER OF NEW STARWOOD EXHIBIT K FORM OF BYLAWS OF NEW STARWOOD EXHIBIT L FORM OF ARTICLES SUPPLEMENTARY FOR EACH CLASS OF NEW STARWOOD PREFERRED STOCK