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                                                                   Exhibit 10.53

                                    AMENDMENT
                                       TO
                            EXCHANGE RIGHTS AGREEMENT
                       (CLASS A REALTY PARTNERSHIP UNITS)

      Amendment, dated as of October 10, 2002 (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 First Amendment and not otherwise defined herein
shall have the respective meanings assigned thereto in the Agreement.

      WHEREAS, pursuant to Agreement, registered holders of Class A RP Units
have the right to tender Class A RP Units to the Trust on or prior to the
Cross-Over Date in exchange for shares of Class B EPS; and

      WHEREAS, the Board of Trustees of the Trust has determined that it is
advisable and in the best interests of the Trust and its shareholders to
exercise the Trust's right pursuant to Section 2(c) of the Agreement to modify
the right to exchange Class A RP Units pursuant to the Agreement as set forth in
this Amendment to extend the period of time during which the holders of Class A
RP Units can exchange such units for Class B EPS.

      NOW, THEREFORE, the Trust agrees, for its benefit and the benefit of the
holders of Class A RP Units, as follows:

      1.    Notwithstanding anything contained in Section 2(a) of the Agreement
            or in the form of Letter of Transmittal attached thereto as Exhibit
            A to the contrary, a holder of Class A RP Units may make a Class B
            EPS Request in a Letter of Transmittal delivered to the Trust after
            the Cross-Over Date and on or prior to January 2, 2004 (such period
            the "Extended Conversion Period"); provided, however, that by making
            a Class B EPS Request during the Extended Conversion Period, a
            holder of Class A RP Units shall be deemed, automatically and
            without the need for any further action, to have irrevocably and
            unconditionally agreed with the Trust, in consideration of the
            Trust's acceptance of such Class B EPS Request and exercise of the
            Class B EPS Delivery Option in respect thereof, that such holder
            will not exercise the Class B Redemption Right (as defined in the
            Declaration) in respect of any Class B EPS issued to that holder
            pursuant to such Class B EPS Request before June 30, 2003.

      2.    Except as otherwise specifically set forth herein, all terms and
            provisions of the Agreement shall remain in full force and effect
            and shall be unmodified by the effectiveness of this Amendment.

      IN WITNESS WHEREOF, Starwood Hotels & Resorts has adopted this Amendment
as of the date first above written.

                                    STARWOOD HOTELS & RESORTS

                                    By:   /s/ Kenneth S. Siegel
                                       ------------------------
                                       Name:  Kenneth S. Siegel
                                       Title: Vice President and General Counsel