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                                                               Exhibit 10.34
                          UNITS EXCHANGE RIGHTS AGREEMENT

                  This Units Exchange Rights Agreement (this "Agreement") is
made as of February 14, 1997 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"), and each of the limited
partners of the Realty Partnership and the Operating Partnership listed on the
signature pages hereto (the "Starwood Partners"). Unless otherwise indicated,
capitalized terms used herein are used herein as defined in Section 11.

                  WHEREAS, pursuant to a Contribution Agreement dated as of
January 15, 1997 (the "Contribution Agreement") among the Trust, the
Corporation, Starwood Partners and other parties (i) on the date hereof the
Starwood Partners are making capital contributions to the Realty Partnership in
return for the issuance by the Realty Partnership to the Starwood Partners of
Units (as defined in the Limited Partnership Agreement of the Realty Partnership
(the "Realty Partnership Agreement")) of the Realty Partnership (such Units
issued by the Realty Partnership to the Starwood Partners on the date hereof,
together with any Units of the Realty Partnership issued to the Starwood
Partners after the date hereof, being hereinafter called the "Realty Units") and
(ii) on the date hereof the Starwood Partners are making capital contributions
to the Operating Partnership in return for the issuance by the Operating
Partnership to the Starwood Partners of Units (as defined in the Limited
Partnership Agreement of the Operating Partnership (the "Operating Partnership
Agreement")) of the Operating Partnership (such Units issued by the Operating
Partnership to the Starwood Partners on the date hereof, together with any Units
of the Operating Partnership issued to the Starwood Partners, being hereinafter
called the "Operating Units"); and

                  WHEREAS, pursuant to the Contribution Agreement the parties
hereto are entering into this Agreement to provide for the rights of the
Starwood Partners 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

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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. 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.

                  (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, notwithstanding the provisions of Section 6 of this
Agreement, 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) if, with respect to all Starwood Partners other than
Prudential Property Investment Separate Account II, the tender pursuant to
Section 1(a) is prior to the first anniversary of the date of this Agreement,
(iii) 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 (iv) 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 (the "Gaming Approvals"). Prior to the
receipt of Gaming Approvals, such holder shall, as a condition to any tender of
Starwood Units which would (if the Paired Share Option (as defined below) were
to be elected in respect of such tender) cause such holder to beneficially own,
in the aggregate, Paired Shares representing more than 4.9% of the then issued
and outstanding Paired Shares, give not less than 90 days' written notice to the
Trust and the Corporation (at the offices provided pursuant to Section 10) of
its intent to tender Starwood Units; provided, however, that the ownership by
Prudential Property Investment Separate Account II of Paired Shares as
contemplated

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by the penultimate sentence of Section 8.02(j) of the Contribution Agreement
shall not require any such written notice to the Trust and Corporation. 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, the
parties hereto shall use their respective best efforts to restructure the terms
and provisions of this Agreement (and, if necessary, the Partnership Agreements
and the Registration Rights Agreement (as defined in Section 6)), 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, the
Partnership Agreements and the Registration Rights Agreement.

                  (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.

                  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 10, (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 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

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holder written notice of such rejection, which shall include the reasons
therefor.

                  (b) 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 5 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.

                  (c) 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 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, except as provided in Section
2(b), within fifteen days after the expiration of the 5-day period referred to
in Section 2(b), 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

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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 ten trading
day period ending one day prior to the date of such tender.

                  (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 Shares and
the Corporation Shares.

                  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, except as provided in Section 2(b), within 15
days after the expiration of the 5-day period referred to in Section 2(b), 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 ten trading day period ending one 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

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Agreement shall apply to the issuance of Paired Shares pursuant to Section 5(a).

                  SECTION 6. REGISTRATION RIGHTS. If at any time after six (6)
months from the date of this Agreement, (a) a Starwood Partner validly tenders
Starwood Units pursuant to the provisions of this Agreement, (b) the Trust and
the Corporation make the Paired Share Election or the Combined Election with
respect to such tender, (c) as a result of the Ownership Limit such Starwood
Partner cannot receive the full number of Paired Shares otherwise issuable to
such Starwood Partner pursuant to such tender and such Election (without giving
effect to the Ownership Limit) (the event described in clauses (a), (b) and (c)
being referred to as a "Paired Share Tender Reduction"; the number of such
Paired Shares which such Starwood Partner cannot receive pursuant to such tender
as a result of the Ownership Limit being referred to as the "Unissued Paired
Shares"; and the Starwood Units tendered in respect of such Unissued Paired
Shares being referred to as the "Delayed Payment Units"), then subject to the
other terms and conditions of this Agreement, such Starwood Partner shall be
entitled to receive the number of Paired Shares which it can receive pursuant to
such tender, such Election and the Ownership Limit and then, pursuant to the
terms of the Registration Rights Agreement, the Trust and the Corporation shall
cause there to be filed with the Securities and Exchange Commission a
registration statement and the Trust and the Corporation shall register and sell
pursuant thereto a number of Paired Shares equal to the number of such Unissued
Paired Shares requested by Starwood to be registered pursuant to Section 2.3 of
the Registration Rights Agreement. Within two Business Days after the receipt by
the Trust and the Corporation of the proceeds of any sale (after underwriting
discounts and commissions) of such Paired Shares pursuant to such registration,
the Trust and the Corporation shall pay such proceeds to the tendering holder of
the Delayed Payment Units, in full payment for the tender of such Delayed
Payment Units.

                  SECTION 7. REPRESENTATIONS OF TENDERING HOLDER. Each tender of
Starwood Units shall constitute a representation and warranty by the tendering
holder of each of the representations and warranties set forth in the form of
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

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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 8. 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 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 9. 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 and the Class A Units
pursuant to the Class A Exchange Rights Agreement, enough Trust Shares to permit
the exchange of the then outstanding Realty Units and, in the case of the Class
A Exchange Rights Agreement, Class A 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

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to prevent the timely issuance of Trust Shares pursuant to this Agreement and
the Class A Exchange Rights Agreement. The Corporation shall not close its
transfer books so as to prevent the timely issuance of Corporation Shares
pursuant to this Agreement.

                  SECTION 10. 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):

         (a) If to the Trust or the Realty Partnership, to:

                  Starwood Lodging Trust
                  2231 E. Camelback Road, Suite 410
                  Phoenix, AZ 85016
                  Attention:  Chief Financial Officer
                  Telecopy No.:  (602) 852-0984
                  Telephone No.:  (602) 852-3900


         with a copy to:

                  Sidley & Austin
                  555 West 5th Street
                  Los Angeles, California  90013
                  Attention:  Sherwin L. Samuels
                  Telecopy No.:  (213) 896-6600
                  Telephone No.:    (213) 896-6000

         (b) If to the Corporation or the Operating Partnership, to:

                  Starwood Lodging Corporation
                  2231 E. Camelback Road, Suite 400
                  Phoenix, AZ 85016
                  Attention:  General Counsel
                  Telecopy No.:  (602) 852-0686
                  Telephone No.:  (602) 852-3900


         with a copy to:

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

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                  Telephone No.:    (213) 896-6000

         (c) If to Prudential:

                  Prudential Real Estate Investors
                  8 Campus Drive
                  Parsippany, NJ 07054
                  Attention:  Gary L. Kauffman
                  Telecopy No.:  (201) 683-1790
                  Telephone No.:  (201) 683-1612
                  Attention:  Joseph D. Margolis, Esq.
                              James P. Walker, Esq.
                  Telecopy No.:  (201) 683-1788
                  Telephone No.:  (201) 683-1694 or 1690

         with a copy to:

                  O'Melveny & Myers LLP
                  153 East 53rd Street
                  New York, NY 10022
                  Attention:  Robert S. Insolia, Esq.
                  Telecopy No.:  (212) 326-2061
                  Telephone No.:  (212) 326-2000

         (d)      If to any other Holder, to the address specified on
                  Schedule A hereto.

         with a copy to:

                  Willkie Farr & Gallagher
                  153 East 53rd Street
                  New York, NY 10022
                  Attention:  Bruce M. Montgomerie, Esq.
                  Telecopy No.:  (212) 821-8111
                  Telephone No.:  (212) 821-8000

                  SECTION 11.  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.

                  "Business Day" means any day other than Saturday, Sunday and
         any day on which banks are not open to do business in New York, New
         York.

                  "Class A Exchange Rights Agreement" means the Exchange

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Rights Agreement dated the date hereof among the Corporation, the Operating
Partnership and certain other parties.

                  "Code" means the Internal Revenue Code of 1986, and the rules
         and regulations promulgated thereunder, 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 amended from
         time to time after the date of this Agreement.

                  "Disinterested Members" when used with respect to the Trust
         has the meaning set forth in the Code of Regulations of the Trust and,
         when used with respect to the Corporation, has the meaning set forth in
         the By-Laws of the Corporation, in each case as 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.

                  "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 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

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         may be amended from time to time.

                  "Registration Rights Agreement" means the Registration Rights
         Agreement dated as of the date first written above between the Trust,
         the Corporation and certain other parties.

                  "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 12. DETERMINATIONS AND INTERPRETATION. All agreements
between the Trust and the Corporation provided for in this Agreement shall be
made on behalf of the Trust and the Corporation by their respective
Disinterested Members, including, without limitation, any agreement between the
Trust and the Corporation as to the election of the Paired Share Election, the
Cash Election or the Combined Election with respect to a tender of Starwood
Units pursuant to Section 2(c), any agreement to permit the revocation,
withdrawal or modification of a tender of Starwood Units pursuant to Section
1(c) and any adjustment of the Issuance Percentages pursuant to Section 4(b).
All interpretations of the terms of this Agreement shall be resolved on behalf
of the Trust and the Corporation by their respective Disinterested Members.

                  SECTION 13. 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 14. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties

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hereto and their respective permitted successors or assigns. In addition, and
whether or not any express assignment shall have been made, the provisions of
this Agreement which are for the benefit of the parties hereto other than the
Corporation, the Trust, the Realty Partnership and the Operating Partnership,
shall also be for the benefit of and enforceable by any subsequent holder of any
Units.

                  SECTION 15. 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, and each of the
Starwood Partners shall have each executed a counterpart of this Agreement.

                  SECTION 16. 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.

                  SECTION 17. 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 18. 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;
provided that any such amendment, modification or supplement shall be approved
by a majority of the Disinterested Members of each of the Trust and the
Corporation. 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 19. 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

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laws of the State of New York.

                  SECTION 20. 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.

                  SECTION 21. 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 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.

                  SECTION 22. SPECIFIC PERFORMANCE. Each of the parties
acknowledges and agrees that in the event of any breach of this Agreement, the
non-breaching party or parties would be irreparably harmed and could not be made
whole by monetary damages. The parties hereby agree that in addition to any
other remedy to which they may be entitled at law or in equity, they shall be
entitled to compel specific performance of this Agreement in any action
instituted in any court of the United States or any state thereof having subject
matter jurisdiction for such action.


                                      -13-
<PAGE>   14
                  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,
                                    a Maryland real estate investment
                                      trust


                                    By: /s/ Steven R. Goldman
                                        -----------------------------
                                        Name:  Steven R. Goldman
                                        Title: Senior Vice President



                                    STARWOOD LODGING CORPORATION,
                                    a Maryland corporation


                                    By: /s/ Nir Margalit
                                        -----------------------------
                                        Name:  Nir Margalit
                                        Title: Secretary and General Counsel



                                    SLT REALTY LIMITED PARTNERSHIP,

                                    By: STARWOOD LODGING TRUST,
                                            general partner


                                    By: /s/ Steven R. Goldman
                                        -------------------------------
                                        Name:  Steven R. Goldman
                                        Title: Senior Vice President



                                    SLC OPERATING LIMITED PARTNERSHIP

                                    By: STARWOOD LODGING CORPORATION,
                                            general partner


                                    By: /s/ Nir Margalit
                                        -----------------------------
                                        Name:  Nir Margalit
                                        Title: Secretary and General Counsel





                                      -14-
<PAGE>   15

                              THE PRUDENTIAL INSURANCE COMPANY OF
                              AMERICA, on behalf of PRUDENTIAL
                              PROPERTY INVESTMENT SEPARATE
                              ACCOUNT II


                              By: /s/ Gary L. Kauffman
                                 -------------------------------
                                          Gary L. Kauffman
                                          Vice President



                              THE GARY MENDELL FAMILY TRUST


                              By: /s/ Eleanor Mendell
                                 -------------------------------
                                         Eleanor Mendell
                                             Trustee



                                 /s/ Gary M. Mendell
                                 -------------------------------
                                         Gary M. Mendell



                                  /s/ Steve Mendell
                                 -------------------------------
                                          Steve Mendell



                                  /s/ Ellen-Jo Mendell
                                 -------------------------------
                                         Ellen-Jo Mendell




                                 /s/  Felix J. Cacciato, Jr.
                                 -------------------------------
                                      Felix J. Cacciato, Jr.



                                  /s/ Judith K. Rushmore
                                 -------------------------------
                                        Judith K. Rushmore



                                  /s/ Murray L. Dow, II
                                 -------------------------------
                                        Murray L. Dow, II



                                      -15-
<PAGE>   16
                                    /s/         Orna L. Shulman
                                    ___________________________________________
                                                Orna L. Shulman



                                    /s/         Arthur C. Green
                                    ___________________________________________
                                                Arthur C. Green




                                    /s/        Mark J. Rosinsky
                                    ___________________________________________
                                               Mark J. Rosinsky





                                    /s/       Randi L. Rosinsky
                                    ___________________________________________
                                              Randi L. Rosinsky




                                    /s/           John Daily
                                    ___________________________________________
                                                  John Daily




                                    /s/          Michael D. Hall
                                    ___________________________________________
                                                 Michael D. Hall




                                    /s/           Harvey Moore
                                    ___________________________________________
                                                  Harvey Moore




                                    /s/           Tracey Driscoll
                                    ___________________________________________
                                                  Tracey Driscoll




                                    /s/            Tom Clearwater
                                    ___________________________________________
                                                   Tom Clearwater


                                    ZAPCO HOLDINGS, INC.


                                By:              Orna L. Shulman
                                    ____________________________________________
                                                 Orna L. Shulman
                                                  Vice President



                                      -16-
<PAGE>   17
                                ZAPCO HOLDINGS, INC. DEFERRED
                                COMPENSATION PLAN TRUST


                                By:  /s/ Nancy S. Heinrich, Trustee
                                     ___________________________________________
                                      Nancy S. Heinrich
                                      Trustee


                                      -17-
<PAGE>   18
                                                                   SCHEDULE A TO
                                                 UNITS EXCHANGE RIGHTS AGREEMENT

                           NOTICE ADDRESS FOR HOLDERS

                           [To be provided at Closing]


<PAGE>   19
                                                                    EXHIBIT A TO
                                                 UNITS EXCHANGE RIGHTS AGREEMENT

                              LETTER OF TRANSMITTAL

                                 To Tender Units


                 Pursuant to the Units Exchange Rights Agreement
                         Dated as of February ___, 1997


TO:  Starwood Lodging Trust
         2231 E. Camelback Road, Suite 410
         Phoenix, AZ 85016

         Starwood Lodging Corporation
         2231 E. Camelback Road, Suite 400
         Phoenix, AZ 85016


                              DESCRIPTION OF UNITS



         NAMES(S) AND ADDRESS(ES)                    UNITS TENDERED (ATTACH
         OF REGISTERED OWNERS                        ADDITIONAL LIST IF
                                                     NECESSARY)


Realty
Units:



Operating
Units:



                         --------------------------------------
                                Total

<PAGE>   20
                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY


Ladies and Gentlemen:

                  The undersigned hereby tenders to Starwood Lodging Trust (the
"Trust") the above-described Realty Units (as defined in the Units Exchange
Rights Agreement dated as of February ___, 1997 (the "Units Exchange Rights
Agreement")) and hereby tenders to Starwood Lodging Corporation (the
"Corporation") the above-described Operating Units (as defined in the Units
Exchange Rights Agreement) in accordance with the terms and conditions of the
Units Exchange Rights Agreement and this Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged. All terms used
herein but not defined herein are used as defined in the Units Exchange Rights
Agreement.

                  Subject to, and effective upon the issuance of Paired Shares
and/or the payment of cash, as the case may be, for the Starwood Units tendered
hereby, the undersigned hereby assigns and transfers (i) to the Trust all right,
title and interest in and to all the Realty Units that are being tendered hereby
and irrevocably constitutes and appoints the Trust (the "Realty Unit Agent"),
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) transfer such Realty Units
on the books of the Realty Partnership and (b) receive all rights, privileges
and benefits, and any and all obligations and liabilities appertaining thereto
and otherwise exercise all rights of beneficial ownership of such Realty Units,
all in accordance with the terms of the Offer and (ii) to the Corporation all
right, title and interest in and to all the Operating Units that are being
tendered hereby and irrevocably constitutes and appoints the Corporation (the
"Operating Unit Agent" and, together with the Realty Unit Agent, the "Agents"),
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) transfer such Operating
Units on the books of the Operating Partnership and (b) receive all rights,
privileges and benefits, and any and all obligations and liabilities
appertaining thereto and otherwise exercise all rights of beneficial ownership
of such Operating Units, all in accordance with the terms of the Offer.

                  The undersigned hereby represents and warrants (i) to the
Trust that the undersigned has full power and authority to tender, sell, assign
and transfer the tendered Realty Units and that upon payment therefor, the Trust
will acquire unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be subject to any
adverse claim, (ii) to the Corporation that the undersigned has full




                                      -20-
<PAGE>   21

power and authority to tender, sell, assign and transfer the tendered Operating
Units and that upon payment therefor, the Corporation will acquire unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and the same will not be subject to any adverse claim, (iii) to the
Trust and the Corporation that the tender complies with each and every provision
of Section 1 of the Units Exchange Rights Agreement, and (iv) attached hereto is
a calculation, to the best knowledge of the undersigned 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 the
undersigned 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 undersigned will, upon request,
execute any additional documents deemed by the Trust or the Corporation to be
reasonably necessary or desirable to complete the sale, assignment and transfer
of the tendered Starwood Units.

                  Unless a registration statement relating to any Paired Shares
to be delivered to the undersigned is effective under the Securities Act of
1933, as amended (the "Securities Act"), the undersigned hereby represents and
warrants to the Trust and the Corporation that the undersigned (A) is an
"accredited investor" within the meaning of Rule 501 under the Securities Act,
or (B) 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, and in either case, (i) 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 (ii) understands that any such 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 any 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. If not
sold pursuant to an effective registration statement, any such Paired Shares
will bear an appropriate legend indicating that such Paired Shares have not been
registered under the Securities Act and resale of such Paired Shares is
restricted under applicable securities laws.

                  All authority conferred or agreed to be conferred in this
Letter of Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and any

                                      -21-
<PAGE>   22
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators and legal representatives of the
undersigned.

                  The undersigned understands that, except as provided in
Section 2(b) of the Units Exchange Rights Agreement, a tender of Starwood Units
pursuant to the Units Exchange Rights Agreement is irrevocable and constitutes a
binding agreement between the undersigned and the Trust and the Corporation upon
the terms and subject to the conditions of the Units Exchange Rights Agreement.

                  Unless otherwise indicated under "Special Delivery
Instructions", please mail any Paired Shares issuable upon exchange of the
Starwood Units tendered hereby (or, if the Cash Election or the Combined
Election is made, the cash payment payable pursuant thereto) to the address(es)
of the registered holder(s) appearing under "Description of Units." In the event
that the Special Delivery Instructions are completed, please issue the Paired
Shares (or, if the Cash Election or the Combined Election is made, the cash
payment payable pursuant thereto) in the name of the registered holder(s) and
transmit the same to the person or persons so indicated.

                  The Trust, the Corporation and the undersigned agree that they
will cooperate with each other and will make, execute, acknowledge, deliver,
record and file, or cause to be made, executed, acknowledged, delivered,
recorded and filed, at such times and places as the other may reasonably deem
necessary, all other and further documents and instruments, and will take all
other and further actions, as the other may reasonably request from time to time
in order to effectuate the purposes and provisions of the tender made pursuant
to this Letter of Transmittal.




                                      -22-
<PAGE>   23
                          SPECIAL DELIVERY INSTRUCTIONS
                           (SEE INSTRUCTIONS 4 AND 5)


                  To be completed ONLY if Paired Shares or the cash payment are
to be sent to someone other than the undersigned or to the undersigned at an
address other than that above.

Mail certificate(s) for Paired Shares or cash payment to:



Name_____________________________________________________________
                  (please print)

Address__________________________________________________________

_________________________________________________________________
                  (include Zip Code)
_________________________________________________________________

_________________________________________________________________
                 (Tax Identification or Social Security Number)

                                    SIGN HERE

                      Complete Substitute Form W-9 included

_________________________________________________________________

_________________________________________________________________
                        (Signature(s) of holder of Units)

(Must be signed by registered holder(s) as name(s) appear(s) on books and
records of the Partnership. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, please set forth full title
and see instruction 4.

Dated____________________________________________________________

Name(s)__________________________________________________________
                           (please print)
Capacity
(Full Title)_____________________________________________________

Address__________________________________________________________
                           (include Zip Code)


                                      -23-
<PAGE>   24
Area Code and Tel. No.___________________________________________

Tax Identification or
Social Security No.______________________________________________
                         (Complete Substitute Form W-9)


                            Guarantee of Signature(s)
                               (See Instruction 1)

Authorized
Signature________________________________________________________

Name of
Firm_____________________________________________________________

Dated____________________________________________________________


                                  INSTRUCTIONS

                 Forming Part of the Terms and Conditions of the
                         Units Exchange Rights Agreement

                  1. GUARANTEE OF SIGNATURE. No signature guarantee on this
Letter of Transmittal is required unless the registered holder of the Starwood
Units has completed the box entitled "Special Delivery Instructions". In such
case all signatures on this Letter of Transmittal must be guaranteed by a member
firm of any registered national securities exchange in the United States or of
the National Association of Securities Dealers, Inc. or by a commercial bank or
trust company (not a savings bank or a savings and loan association) having an
office, branch or agency in the United States.

                  2. DELIVERY OF LETTER OF TRANSMITTAL. This Letter of
Transmittal is to be completed by the holder of Starwood Units. A properly
completed and duly executed Letter of Transmittal and any other documents
required by this Letter of Transmittal must be received by the Agents.

                  No alternative, conditional or contingent tenders will be
accepted, except as permitted pursuant to the Units Exchange Rights Agreement.

                  3. INADEQUATE SPACE. If the space provided herein is
inadequate, the Units tendered and/or other information required should be
listed on a separate schedule attached hereto.

                  4. SIGNATURES ON LETTER OF TRANSMITTAL. The signature must
correspond with the name as shown on the books and

                                      -24-
<PAGE>   25

records of the Partnerships without any change whatsoever.

                  If any of the Starwood Units tendered hereby are owned of
record by two or more joint owners, all such owners must sign the Letter of
Transmittal.

                  If any tendered Starwood Units are registered in different
names, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations.

                  If this Letter of Transmittal is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, each
person should so indicate when signing, and proper evidence satisfactory to the
Agents of their authority so to act must be submitted.

                  5. SPECIAL DELIVERY INSTRUCTIONS. If a certificate for Paired
Shares or the cash payment is to be sent to someone other than the signer of
this Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.

                  6. WAIVER OF CONDITIONS. Each of the Trust and the Corporation
reserves the right to waive in its sole discretion any of the specified
conditions of the Offer in the case of the Starwood Units tendered; provided
that any such waiver shall not adversely affect any holder of outstanding
Starwood Units without the consent of such holder.

                  7. BACK-UP WITHHOLDING. Under the Federal income tax law, a
person surrendering Starwood Units must provide the Agents with his correct
taxpayer identification number ("TIN") on Substitute Form W-9 below unless an
exemption applies. If the correct TIN is not provided, a $50 penalty may be
imposed by the Internal Revenue Service and payments made in exchange for the
surrendered Starwood Units may be subject to back-up withholding of that rate
provided by the Federal income tax law (such rate being at the date of the Units
Exchange Rights Agreement, 31%).

                  The TIN that must be provided is that of the registered holder
of the Starwood Units. The TIN for an individual is his social security number.

                  8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance or additional copies of the Units Exchange Rights
Agreement and the Letter of Transmittal may be directed to the Agents at the
address set forth above.

                                      -25-
<PAGE>   26
                            IMPORTANT TAX INFORMATION

                  Under Federal income tax laws, a holder whose tendered
Starwood Units are accepted for payment is required by law to provide the Agents
(as payers) with his correct taxpayer identification number on Substitute Form
W-9 below. If such holder is an individual, the taxpayer identification number
is his social security number. If the Agents are not provided with the correct
taxpayer identification number, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such holder with respect to Starwood Units purchased pursuant to the Offer may
be subject to back-up withholding.

                  If back-up withholding applies, the Agents are required to
withhold, at that rate provided by the Federal income tax law (such rate being
at the date of the Units Exchange Rights Agreement 31%), of any such payments
made to the holder of Starwood Units. Paired Shares otherwise deliverable
hereunder may, at the expense (and with all risk of loss for the account) of the
undersigned, be sold to pay such amounts. Back-up withholding is not an
additional tax. Rather, the tax liability of persons subject to back-up
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.

PURPOSE OF SUBSTITUTE FORM W-9

                  To prevent back-up withholding on payments that are made to a
holder of Starwood Units purchased pursuant to the Offer, the holder is required
to notify the Agents of his correct taxpayer identification number by completing
the form below certifying that the taxpayer identification number provided on
Substitute Form W-9 is correct.

WHAT NUMBER TO GIVE THE AGENT

                  The holder is required to give the Agents the social security
number or employer identification number of the record owner of the Starwood
Units.


                                      -26-
<PAGE>   27
PAYER'S NAME: Starwood Lodging Trust
              Starwood Lodging Corporation



<TABLE>
<S>                           <C>                                                        <C>
Substitute                    Part 1 - Please provide your TIN in the box at             Social Security
Form W-9                      right and certify by signing and dating below              Number/Employer
                                                                                         Identification
                                                                                         Number
Department of the             Certification - Under the penalties of perjury,
Treasury/Internal             (i) I certify that the information provided on this
Revenue Service               form is true, correct and complete and (ii) I am
                              not subject to backup withholding because:  (a) I
                              am exempt from backup Service withholding, or (b) I
                              have not  been  notified  by the Internal Revenue
                              Service (IRS) that I am subject to backup
                              withholding as a result of a failure to report all
                              interest  or  dividends, or (c) the IRS has
                              notified me that I am no longer subject to backup
                              withholding.
                              Signature ________________________________________         Date ______________
</TABLE>



NOTE:             FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACK-UP
                  WITHHOLDING AT THAT RATE PROVIDED BY THE FEDERAL INCOME TAX
                  LAW (SUCH RATE BEING AT THE DATE OF THE UNITS EXCHANGE RIGHTS
                  AGREEMENT 31%) OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
                  OFFER.


                                      -27-