0000950137-06-004532 Sample Contracts

AMENDMENT NO. 1 TO EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • April 13th, 2006 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • New York

This Amendment No. 1 to Exchange Rights Agreement is made as of April 10, 2006 (this “Amendment”) by and among Starwood Hotels & Resorts (formerly Starwood Lodging Trust), a real estate investment trust organized under the laws of the State of Maryland (the “Trust”), Starwood Hotels & Resorts Worldwide, Inc. (formerly Starwood Lodging Corporation), a Maryland corporation (the “Corporation”), SLT Realty Limited Partnership, a Delaware limited partnership (the “Realty Partnership”), and SLC Operating Limited Partnership, a Delaware limited partnership (the “Operating Partnership”).

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TERMINATION AGREEMENT
Termination Agreement • April 13th, 2006 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels

THIS TERMINATION AGREEMENT (this “Agreement”) is made on April 7, 2006, by and between Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Corporation”), and Starwood Hotels & Resorts, a Maryland real estate investment Trust (“Trust”).

Starwood Hotels & Resorts Worldwide, Inc. and American Stock Transfer and Trust Company as Rights Agent Amended and Restated Rights Agreement Dated as of April 7, 2006
Rights Agreement • April 13th, 2006 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • New York

group, which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Corporation’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

AMENDMENT NO. 1 TO UNITS EXCHANGE RIGHTS AGREEMENT
Units Exchange Rights Agreement • April 13th, 2006 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • New York

This Amendment No. 1 to Units Exchange Rights Agreement is made as of April 10, 2006 (this “Amendment”) by and among Starwood Hotels & Resorts (formerly Starwood Lodging Trust), a real estate investment trust organized under the laws of the State of Maryland (the “Trust”), Starwood Hotels & Resorts Worldwide, Inc. (formerly Starwood Lodging Corporation), a Maryland corporation (the “Corporation”), SLT Realty Limited Partnership, a Delaware limited partnership (the “Realty Partnership”), and SLC Operating Limited Partnership, a Delaware limited partnership (the “Operating Partnership”).

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