EXCHANGE RIGHTS AGREEMENT

 

                            EXCHANGE RIGHTS AGREEMENT

                  This Exchange Rights Agreement (this "Agreement") is made as
of June 3, 1996 among Starwood Lodging Trust, a real estate investment trust
organized under the laws of the State of Maryland (the "Trust"), Starwood
Lodging Corporation, a Maryland corporation (the "Corporation"), SLT Realty
Limited Partnership, a Delaware limited partnership (the "Realty Partnership"),
SLC Operating Limited Partnership, a Delaware limited partnership (the
"Operating Partnership"), Philadelphia HIR Limited Partnership, a Massachusetts
limited partnership ("HIR") and Philadelphia HSR Limited Partnership, a
Massachusetts limited partnership ("HSR"). Unless otherwise indicated,
capitalized terms used herein are used herein as defined in Section 10.

                  WHEREAS, (i) on the date hereof HSR is making a capital
contribution to the Realty Partnership in return for the issuance by the Realty
Partnership to HSR of Units (as defined in the Amended and Restated Limited
Partnership Agreement of the Realty Partnership (the "Realty Partnership
Agreement")) of the Realty Partnership (the Units issued by the Realty
Partnership being hereinafter called "Realty Units"), (ii) on the date hereof
HSR is making a capital contribution to the Operating Partnership in return for
the issuance by the Operating Partnership to HSR of Units (as defined in the
Amended and Restated Limited Partnership Agreement of the Operating Partnership
(the "Operating Partnership Agreement")) of the Operating Partnership (the Units
issued by the Operating Partnership being hereinafter called the "Operating
Units"), (iii) on or about July 1, 1996 HIR will be making a capital
contribution to the Realty Partnership in return for the issuance by the Realty
Partnership to HIR of Realty Units, and (iv) on or about July 1, 1996 HIR will
be making a capital contribution to the Operating Partnership in return for the
issuance by the Operating Partnership to HIR of Operating Units;

                  WHEREAS, the parties hereto are entering into this Agreement
to provide for the rights of HIR and HSR to tender Realty Units and Operating
Units in exchange for either Paired Shares (as defined herein), cash or a
combination of Paired Shares and cash, on the terms and conditions set forth
herein;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth herein, the parties hereto agree as follows:

                  SECTION 1. RIGHT TO TENDER STARWOOD UNITS. (a) Upon the terms
and subject to the conditions of this Agreement, each holder of Starwood Units
(as defined below) shall have the right to tender to the Trust outstanding
Realty Units and the right to tender to the Corporation outstanding Operating
Units and upon making such tender, in accordance with, and subject to the terms
and conditions hereof, each such holder shall be entitled to receive certain
Paired Shares as provided for below. Notwithstanding anything to the contrary
contained in this Agreement (i) no Realty Unit may be tendered to the Trust
unless simultaneously therewith the tendering holder also tenders to the
Corporation an

Operating Unit and no Operating Unit may be tendered to the Corporation unless
simultaneously therewith the tendering holder also tenders to the Trust a Realty
Unit (a Realty Unit tendered for exchange and the Operating Unit simultaneously
tendered for exchange being hereinafter collectively referred to as a "Starwood
Unit") and (ii) any attempted tender of a Realty Unit or an Operating Unit which
is not accompanied by a simultaneous tender of an Operating Unit or Realty Unit,
respectively, shall be void and of no effect; it being understood that a
simultaneous tender of unequal numbers of Realty Units and Operating Units shall
be valid under this sentence to the extent of the lesser of the number of Realty
Units or Operating Units, as the case may be, included in such tender. Realty
Units and Operating Units shall be deemed tendered at the same time notice would
be given under Section 9.

                  (b) Notwithstanding any other provision of this Agreement, no
Paired Shares or cash shall be issued or paid in respect of any tender of
Starwood Units (i) if the right to tender Starwood Units and receive Paired
Shares or cash would result in the Trust not satisfying the REIT Requirements in
any respect or would result in any person or entity Beneficially Owning Trust
Shares exceeding the Ownership Limit, (ii) prior to the expiration or
termination of the waiting period applicable to such exchange and issuance, if
any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as it may
be amended from time to time, or (iii) prior to the receipt of all governmental
and regulatory approvals which are required to be obtained prior to such tender
and issuance or payment, including, without limitation, any required approvals
of the gaming authorities of the State of Nevada and of Clark County, Nevada. In
the event that the ability to receive Paired Shares or cash would result in the
Trust not satisfying the REIT Requirements in any respect or would result in any
person or entity Beneficially Owning Trust Shares exceeding the Ownership Limit,
and as a result thereof no Paired Shares or cash may be issued or paid in
respect of any tender of Starwood Units pursuant to Section 1(b)(i) above, then
the parties hereto shall use their respective best efforts to restructure the
terms and provisions of this Agreement (and, if necessary, the Partnership
Agreements), or to agree to terms and provisions in addition to such terms and
provisions, so as to provide to each such party the same substantive rights (or
substantive rights as close thereto as is reasonably practicable) as those
provided by this Agreement and the Partnership Agreements. If the parties are
unsuccessful in such efforts, the Realty Partnership and the Operating
Partnership will, to the extent permitted by the REIT Requirements, purchase
such tendered Starwood Units for cash in an amount equal to the product of (i)
the number of Paired Shares which would have been exchanged pursuant to this
Agreement if such tender had successfully been completed, multiplied by (ii) the
average Paired Shared Closing Price for the 10 trading day period ending one
trading day prior to the date of purchase.

                  (c) The rights to exchange Starwood Units pursuant to this
Agreement constitute a continuous offer and may not be withdrawn, amended or
modified by the Trust or the Corporation without the prior written consent of
each holder of outstanding Starwood Units adversely affected by such withdrawal,
amendment or modification; provided that any withdrawal, amendment or
modification that does not adversely affect any holder of outstanding Starwood
Units may be effected without the consent of such holder.

                                       -2-

                  SECTION 2. ACCEPTANCE OF TENDER; ELECTION OF METHOD OF PAYMENT
FOR TENDERED STARWOOD UNITS. (a) Upon the terms and subject to the conditions of
this Agreement, the Trust and the Corporation shall accept Starwood Units
validly tendered in proper form and meeting all of the requirements of this
Agreement. In order for Starwood Units to be validly tendered pursuant to this
Agreement, the registered holder thereof shall deliver to the Trust and the
Corporation, at the address provided pursuant to Section 9, (i) a completed and
duly executed Letter of Transmittal in the form attached hereto as Exhibit A
(the "Letter of Transmittal") and any other documents required by the Letter of
Transmittal and (ii) a calculation, to the best knowledge of such registered
holder after due inquiry (together with such supporting documentation as the
Trust may reasonably request), of the maximum number of Paired Shares that may
be issued to such registered holder without causing either (x) the Trust to not
satisfy the REIT Requirements in any respect or (y) any person or entity to
Beneficially Own Trust Shares exceeding the Ownership Limit. The Trust and the
Corporation shall reasonably make all determinations as to the validity and form
of any tender of Starwood Units in accordance with the provisions of this
Agreement and upon rejection of a tender shall give the tendering holder written
notice of such rejection, which shall include the reasons therefor.

                  (b) HIR and HSR will have the right to request, as part of a
tender of Starwood Units pursuant to this Section 2, that the Trust and the
Corporation (or, at the election of the Trust and the Corporation, the Realty
Partnership and the Operating Partnership) exchange a minimum number of Starwood
Units for cash ("Cash Request"). The Cash Request must be part of the Letter of
Transmittal (as an attachment or as part of the text of the letter). The price
and terms of payment for each Starwood Unit tendered pursuant to a Cash Request
will be consistent with Sections 4 and 5 (depending on which provision is
applicable to the tender of Starwood Units subject to the Cash Request). The
maximum amount of cash paid by the Trust and the Corporation pursuant to all
Cash Requests under this Agreement will be an aggregate amount of $270,000. The
Trust and the Corporation (or, at the election of the Trust and the Corporation,
the Realty Partnership and the Operating Partnership) will promptly pay to HIR
or HSR, the amount of any Cash Request which fulfills the foregoing requirements
of this clause (b).

                  (c) Unless otherwise determined by agreement of the Trust and
the Corporation, tenders of Starwood Units pursuant to this Agreement shall be
irrevocable and shall not be subject to withdrawal or modification; provided
that if the Trust and the Corporation make the Paired Share Election with
respect to a tender, then within 3 days after such Election the tendering holder
may elect to revoke such tender so long as (i) no public disclosure of such
tender has been made prior to such revocation and (ii) such tendering holder
reimburses the Trust and the Corporation for all reasonable costs and expenses
incurred in connection with such tender.

                  (d) Within 15 days after the valid tender pursuant to this
Agreement of Starwood Units, the Trust and the Corporation shall make an
election to pay for such Starwood Units by delivering either (i) Paired Shares
(the "Paired Share Election"), (ii) cash (the "Cash Election") or (iii) a
combination of Paired Shares and cash (the "Combined Election"). Such election
shall be made pursuant to an agreement as to such election

                                       -3-

between the Trust and the Corporation. If the Trust and the Corporation do not
so agree within such 15-day period, they shall be deemed to have made the Cash
Election.

                  SECTION 3. PAIRED SHARE ELECTION. (a) If with respect to any
tender of Starwood Units pursuant to this Agreement, the Trust and the
Corporation make the Paired Share Election, then within 20 days after such
tender the Trust and the Corporation shall deliver to the tendering holder one
Paired Share for each Starwood Unit validly tendered pursuant to the provisions
of this Agreement.

                  (b) No fractional Paired Shares or scrip representing
fractional Paired Shares shall be issued upon exchange of Starwood Units
pursuant to this Agreement. If more than one Letter of Transmittal shall be
delivered at one time by the same holder, the number of full Paired Shares which
shall be issuable upon exchange of the Starwood Units tendered thereby shall be
computed on the basis of the aggregate number of Starwood Units so tendered.
Instead of any fractional Paired Shares which would otherwise be issuable upon
exchange of any Starwood Units, the Trust and the Corporation shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the Paired Share Closing Price on the last business day preceding the date of
exchange.

                  (c) If a holder exchanges Starwood Units pursuant to this
Agreement, the Trust and the Corporation shall pay any documentary, stamp or
similar issue or transfer tax due on any issue of Paired Shares upon such
exchange. Such holder, however, shall (i) pay to the Trust and the Corporation
the amount of any additional documentary, stamp or similar issue or transfer tax
which is due (or shall establish to the satisfaction of the Trust and the
Corporation the payment thereof) as a result of Paired Shares being issued in a
name other than the name of such holder and (ii) be responsible for all income
or other taxes as a result of such exchange.

                  SECTION 4. CASH ELECTION. (a) If with respect to any tender of
Starwood Units pursuant to this Agreement, the Trust and the Corporation make or
are deemed to have made the Cash Election, then within 20 days after such tender
the Trust and the Corporation shall pay to the tendering holder an aggregate
amount of cash (the "Aggregate Cash Payment") equal to the product of (i) the
number of Paired Shares which would have been delivered to such holder if the
Trust and the Corporation had made the Paired Share Election with respect to
such tender and (ii) the average Paired Share Closing Price for the 10 trading
day period ending one trading day prior to the date of such tender (it being
agreed that the date of tender shall be the date the tendering registered holder
of the Starwood Units shall be deemed to have given to the Trust and the
Corporation, the Letter of Transmittal and the calculation called for in
Section 2(a) above).

                  (b) In connection with any Aggregate Cash Payment pursuant to
Section 4(a) or any cash payment pursuant to Section 5(a)(ii), the Trust shall
pay 95% of such Aggregate Cash Payment or such cash payment and the Corporation
shall pay 5% of such Aggregate Cash Payment or such cash payment (such
percentages being herein called the "Issuance Percentages"); provided that the
Trust and the Corporation may from time to time change the Issuance Percentages
based on their determination of the relative fair values of the Trust

                                       -4-

Shares and the Corporation Shares. At the election of the Trust and the
Corporation, the Realty Partnership and the Operating Partnership may purchase
and pay the cash for the Starwood Units.

                  SECTION 5. COMBINED ELECTION. (a) If with respect to any
tender of Units pursuant to this Agreement, the Trust and the Corporation shall
make the Combined Election, then within 20 days after such tender the Trust and
the Corporation shall (i) notify the tendering holder of the number of such
tendered Units which will be exchanged for cash (the "Cash Units") and the
number of such tendered Units which will be exchanged for Paired Shares (the
"Paired Share Units"), (ii) pay to the tendering holder, in respect of each Cash
Unit validly tendered pursuant to the provisions of this Agreement, an amount of
cash (with each of the Trust and the Corporation paying its then respective
Issuance Percentage of such amount of cash) equal to the average Paired Share
Closing Price for the 10 trading day period ending one trading day prior to the
date of such tender and (iii) deliver to the tendering holder one Paired Share
for each Paired Share Unit validly tendered pursuant to the provisions of this
Agreement.

                  (b) The provisions of Sections 3(b) and 3(c) of this Agreement
shall apply to the issuance of Paired Shares pursuant to Section 5(a).

                  SECTION 6. REPRESENTATIONS OF TENDERING HOLDER. Each tender of
Starwood Units (other than a Cash Request) shall constitute a representation and
warranty by the tendering holder of each of the representations and warranties
set forth in the Letter of Transmittal. Without limiting the generality of the
foregoing, unless, at the time of a tender for exchange of Starwood Units
pursuant to this Agreement, a registration statement relating to any Paired
Shares to be delivered upon such tender is effective under the Securities Act of
1933, as amended (the "Securities Act"), such tender shall constitute a
representation and warranty by the tendering holder to the Trust and the
Corporation that such tendering holder (i) is an "accredited investor" within
the meaning of Rule 501 under the Securities Act, (ii) has sufficient knowledge
and experience in financial and business matters and in investing in entities
similar to the Partnerships, the Trust and the Corporation so as to be able to
evaluate the risks and merits of its investment in the Partnerships, the Trust
and the Corporation and it is able financially to bear the risks thereof, (iii)
has had an opportunity to discuss the business, management and financial affairs
of the Trust, the Corporation and the Partnerships with the management of the
Trust, the Corporation and the Partnerships, and (iv) understands that the
Paired Shares have not been registered under the Securities Act by reason of
their issuance in a transaction exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated
under the Securities Act and such Paired Shares must be held indefinitely unless
a subsequent disposition thereof is registered under the Securities Act and
applicable state securities laws or is exempt from such registration.

                  SECTION 7. STATUS OF TENDERING HOLDER. Until the holder of
Starwood Units tendered pursuant to this Agreement becomes a holder of record of
the Paired Shares issued in exchange therefor (in the case of a Paired Share
Election or a Combined Election) or until such holder has received cash in
exchange therefor (in the case of a Cash Election or a

                                       -5-

Combined Election), such holder shall continue to hold and own such Starwood
Units for all purposes of the Realty Partnership Agreement and the Operating
Partnership Agreement. In the case of a Paired Share Election or a Combined
Election, no such holder shall have any rights as a shareholder of the Trust or
a stockholder of the Corporation in respect of such Paired Shares until such
holder becomes a holder of record of such Paired Shares.

                  SECTION 8. RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS.
(a) The Trust shall reserve and shall at all times have reserved out of its
authorized but unissued Trust Shares, solely for the purpose of effecting the
exchange of Realty Units pursuant to this Agreement, enough Trust Shares to
permit the exchange of the then outstanding Realty Units. The Corporation shall
reserve and shall at all times have reserved out of its authorized but unissued
Corporation Shares, solely for the purpose of effecting the exchange of
Operating Units pursuant to this Agreement, enough Corporation Shares to permit
the exchange of the then outstanding Operating Units. All Paired Shares which
may be issued upon exchange of Starwood Units shall be validly issued, fully
paid and nonassessable and free from all taxes, liens and charges with respect
to the issuance thereof other than income taxes resulting from such exchange.

                  (b) The Trust shall not close its transfer books so as to
prevent the timely issuance of Trust Shares pursuant to this Agreement. The
Corporation shall not close its transfer books so as to prevent the timely
issuance of Corporation Shares pursuant to this Agreement.

                  SECTION 9. NOTICES. All notices, documents and other
communications under this Agreement shall be in writing and shall be deemed
given when delivered personally or by overnight mail or when sent by facsimile
transmission, or four days after being mailed (by registered mail, return
receipt requested) to a party at the following address (or to such other address
as such party may have specified by notice given to the other parties pursuant
to this provision):

         If to the Trust or the Realty Partnership, to:

                  Starwood Lodging Trust
                  11835 West Olympic Boulevard
                  Suite 695
                  Los Angeles, California  90064
                  Attention:  Chief Financial Officer
                  Telecopy No.: (310) 575-9512

         with a copy to:

                  Sidley & Austin
                  555 West 5th Street
                  Los Angeles, California  90013
                  Attention:  Sherwin L. Samuels
                  Telecopy No.: (213) 896-6600

                                       -6-

         If to the Corporation or the Operating Partnership, to:

                  Starwood Lodging Corporation
                  11835 West Olympic Boulevard
                  Suite 675
                  Los Angeles, California  90064
                  Attention: Kevin E. Mallory
                  Telecopy No.: (310) 575-9143

         with a copy to:

                  Sidley & Austin
                  555 West 5th Street
                  Los Angeles, California  90013
                  Attention:  Sherwin L. Samuels
                  Telecopy No.: (213) 896-6600

         If to HIR, to:

                  Philadelphia HIR Limited Partnership
                  c/o The Beacon Companies
                  50 Rowes Wharf
                  Boston, Massachusetts 02110
                  Attention: Edwin N. Sidman
                  Telecopy No.: (617) 261-0152

         with a copy to:

                  Brown, Rudnick, Freed & Gesmer
                  One Financial Center
                  Boston, Massachusetts 02111
                  Attention: Larry Uchill
                  Telecopy No.: (617) 439-3278

         If to HSR, to:

                  Philadelphia HSR Limited Partnership
                  c/o The Beacon Companies
                  50 Rowes Wharf
                  Boston, Massachusetts 02110
                  Attention: Edwin N. Sidman
                  Telecopy No.: (617) 261-0152

                                       -7-

         with a copy to:

                  Brown, Rudnick, Freed & Gesmer
                  One Financial Center
                  Boston, Massachusetts 02111
                  Attention: Larry Uchill
                  Telecopy No.: (617) 439-3278

                  SECTION 10.  DEFINITIONS.  For purposes of this Agreement:

                  "Beneficially Owning" means owning Trust Shares directly,
         indirectly or constructively by a person or entity through the
         application of Section 318(a) of the Code, as modified by Section 
         856(d)(5) of the Code, or Section 544 of the Code, as modified by
         Section 856(h) of the Code. The term "Beneficially Own" shall have a
         correlative meaning.

                  "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  "Corporation Shares" means the shares of Common Stock, par
         value $.01 per share, of the Corporation.

                  "Declaration of Trust" means the Declaration of Trust of the
         Trust dated August 25, 1969, as amended and restated as of June 6,
         1988, and as further amended on February 1, 1995 and as the same may be
         further amended from time to time.

                  "Ownership Limit" when used with respect to Trust Shares, has
         the meaning set forth in the Declaration of Trust and, when used with
         respect to the Corporation Shares, has the meaning set forth in the
         Restated Articles, in each case as amended from time to time.

                  "Paired Share" means a Corporation Share and a Trust Share
         which are paired pursuant to the Pairing Agreement.

                  "Partnership Agreements" means the Realty Partnership
         Agreement and the Operating Partnership Agreement.

                  "Paired Share Closing Price" shall mean, with respect to a
         particular date, the last reported sales price regular way on such date
         or, in case no such reported sale takes place on such date, the average
         of the reported closing bid and asked prices regular way on such date,
         in either case on the New York Stock Exchange, or if the Paired Shares
         are not then listed or admitted to trading on such Exchange, on the
         principal national securities exchange on which the Paired Shares are
         then listed or admitted to trading or, if not then listed or admitted
         to trading on any national

                                       -8-

         securities exchange, the closing sale price on such date of the Paired
         Shares or, in case no reported sale takes place on such date then, the
         average of the closing bid and asked prices on such date, on NASDAQ or
         any comparable system. If the Paired Shares are not then quoted on
         NASDAQ or any comparable system, the Board of Trustees of the Trust and
         the Board of Directors of the Corporation shall in good faith determine
         the Paired Share Closing Price.

                  "Pairing Agreement" means the Pairing Agreement dated June 25,
         1980 between the Trust and the Corporation, as it may be amended from
         time to time.

                  "REIT Requirements" shall mean the requirements for the Trust
         to (i) qualify as a REIT under the Code and the rules and regulations
         promulgated thereunder, (ii) avoid any federal income or excise tax
         liability, (iii) retain its status as grandfathered pursuant to Section
         132(c)(3) of the Deficit Reduction Act of 1984 and (iv) retain the
         benefits of that certain private letter ruling issued by the Internal
         Revenue Service to the Trust dated as of January 4, 1980.

                  "Restated Articles" means the Restated Articles of
         Incorporation of the Corporation, as amended from time to time after
         the date of this Agreement.

                  "Trust Shares" means the shares of Beneficial Interest, $.01
         par value, of the Trust.

                  SECTION 11. PARTIAL INVALIDITY. In case any one or more of the
provisions contained herein shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision or provisions had never been contained herein unless the deletion of
such provision or provisions would result in such a material change as to cause
completion of the transactions contemplated hereby to be unreasonable.

                  SECTION 12. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
permitted successors or assigns.

                  SECTION 13. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in one or more counterparts, each of which shall be considered an
original counterpart, and shall become a binding agreement when the Trust, the
Corporation, the Realty Partnership, the Operating Partnership, HIR and HSR
shall have each executed a counterpart of this Agreement.

                  SECTION 14. TITLES AND HEADINGS. Titles and headings to
Articles and Sections herein are inserted for convenience of reference only and
are not intended to be a part of or to affect the meaning or interpretation of
this Agreement.

                                       -9-

                  SECTION 15. EXHIBITS. The Exhibits referred to in this
Agreement shall be construed with, and as an integral part of, this Agreement to
the same extent as if the same had been set forth verbatim herein.

                  SECTION 16. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This
Agreement, including the Exhibits, contains the entire understanding of the
parties hereto with regard to the subject matter contained herein. In addition
to amendments and modifications permitted by Section 1(c), the parties hereto,
by mutual agreement in writing, may amend, modify and supplement this Agreement.
The failure of any party hereto to enforce at any time any provision of this
Agreement shall not be construed to be a waiver of such provision, nor in any
way to affect the validity of this Agreement or any part hereof or the right of
such party thereafter to enforce each and every such provision. No waiver of any
breach of this Agreement shall be held to constitute a waiver of any other or
subsequent breach.

                  SECTION 17. GOVERNING LAW. Except to the extent that Maryland
law is mandatorily applicable to the rights and obligations of the shareholders
of the Trust and the stockholders of the Corporation, this Agreement, and the
application or interpretation thereof, shall be governed exclusively by its
terms and by the internal laws of the State of New York, without regard to
principles of conflicts of laws as applied in the State of New York or any other
jurisdiction which, if applied, would result in the application of any laws
other than the internal laws of the State of New York.

                  SECTION 18. STARWOOD LODGING TRUST. The parties hereto
understand and agree that the name "Starwood Lodging Trust" is a designation of
the Trust and its Trustees (as Trustees but not personally) under the
Declaration of Trust, and all persons dealing with the Trust shall look solely
to the Trust's assets for the enforcement of any claims against the Trust, and
that the Trustees, officers, agents and security holders of the Trust assume no
personal liability for obligations entered into on behalf of the Trust, and
their respective individual assets shall not be subject to the claims of any
person relating to such obligations.

                                      -10-

                 SECTION 19. SUBMISSION TO JURISDICTION. Each of the parties
hereto irrevocably submits and consents to the jurisdiction of the United States
District Court for the Southern District of New York and the United States
District Court for the Central District of California in connection with any
action or proceeding arising out of or relating to this Agreement, and
irrevocably waives any immunity from jurisdiction thereof and any claim of
improper venue, forum non conveniens or any similar basis to which it might
otherwise be entitled in any such action or proceeding.

                  IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the parties hereto or by their duly authorized officers, all as of
the date first above written.

                           STARWOOD LODGING TRUST

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

                           STARWOOD LODGING CORPORATION

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

                           SLT REALTY LIMITED PARTNERSHIP

                           By: STARWOOD LODGING TRUST
                                 General Partner

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

                                      -11-

                          SLC OPERATING LIMITED PARTNERSHIP

                          By: STARWOOD LODGING CORPORATION,
                                Managing General Partner

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

                          PHILADELPHIA HIR LIMITED PARTNERSHIP

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

                          PHILADELPHIA HSR LIMITED PARTNERSHIP

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

                                      -12- 

Basic Info X:

Name: EXCHANGE RIGHTS AGREEMENT
Type: Exchange Rights Agreement
Date: Aug. 14, 1996
Company: STARWOOD HOTELS & RESORTS
State: Maryland

Other info:

Date:

  • June 3 , 1996
  • July 1 , 1996
  • Within 15 days
  • August 25 , 1969
  • June 6 , 1988
  • February 1 , 1995
  • June 25 , 1980
  • January 4 , 1980

Organization:

  • State of Maryland
  • SLT Realty Limited Partnership
  • SLC Operating Limited Partnership
  • Restated Limited Partnership Agreement of the Realty Partnership
  • HIR of Realty Units
  • Realty Units and Operating Units
  • State of Nevada
  • Paired Share Election
  • the Corporation Shares
  • Letter of Transmittal
  • Starwood Lodging Trust 11835 West Olympic Boulevard Suite
  • Starwood Lodging Corporation 11835 West Olympic Boulevard Suite
  • Sidley & Austin
  • Rowes Wharf Boston
  • Rudnick , Freed & Gesmer One Financial Center Boston
  • Realty Partnership Agreement
  • Operating Partnership Agreement
  • New York Stock Exchange
  • Board of Trustees
  • Board of Directors of the Corporation
  • Paired Share Closing Price
  • Internal Revenue Service
  • Declaration of Trust
  • Southern District of New York
  • United States District Court
  • Central District of California

Location:

  • Delaware
  • Clark County
  • Nevada
  • Los Angeles
  • California
  • Massachusetts
  • Maryland
  • New York
  • PHILADELPHIA

Money:

  • $ 270,000
  • $ .01

Person:

  • Kevin E. Mallory Telecopy
  • Sherwin L. Samuels Telecopy
  • Edwin N. Sidman Telecopy
  • Brown
  • Larry Uchill Telecopy

Percent:

  • 95 %