0000950153-04-000509 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT between STARWOOD HOTELS & RESORTS WORLDWIDE, INC. and BARRY S. STERNLICHT
Employment Agreement • March 2nd, 2004 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • New York

Employment Agreement (“Agreement”), as of January 1, 2003, between Barry S. Sternlicht (“Executive”) and Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the “Company”), with its principal office at 1111 Westchester Avenue, White Plains, New York 10604.

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AMENDMENT TO EXCHANGE RIGHTS AGREEMENT (CLASS B OPERATING PARTNERSHIP UNITS)
Exchange Rights Agreement • March 2nd, 2004 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels

Amendment, dated as of December 17, 2003 (this “Amendment”), to Exchange Rights Agreement dated as of January 2, 1998, among Starwood Hotels & Resorts Worldwide, Inc. (the “Corporation”), SLC Operating Limited Partnership (the “Operating Partnership”) and certain limited partners of the Operating Partnership (the “Agreement”). All capitalized terms used in this First Amendment and not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 2nd, 2004 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • Maryland

THIS INDEMNIFICATION AGREEMENT is made and entered into this day of February 2004 (“Agreement”), among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the “Corporation”), Starwood Hotels & Resorts, a Maryland real estate investment trust (the “Trust”, and together with the Corporation, the “Company”), and (“Indemnitee”).

AMENDMENT TO EXCHANGE RIGHTS AGREEMENT (CLASS A REALTY PARTNERSHIP UNITS)
Exchange Rights Agreement • March 2nd, 2004 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels

Second Amendment, dated as of December 17, 2003 (this “Amendment”), to Exchange Rights Agreement dated as of January 2, 1998, among Starwood Hotels & Resorts (the “Trust”), SLT Realty Limited Partnership (the “Realty Partnership”) and certain limited partners of the Realty Partnership (the “Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement.

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