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                                                                     Exhibit 3.2

                    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

                            ARTICLES OF INCORPORATION

                             (AMENDED AND RESTATED
                            AS OF FEBRUARY 1, 1995,
                       as amended through March 19, 1998)

                  FIRST: The name of the corporation ("Corporation") is:
Starwood Hotels & Resorts Worldwide, Inc.

                  SECOND: The purposes for which the Corporation is formed are
as follows:

                  (a) To lease hotels, to acquire hotels, to manage hotels and
         other real property, either directly or by entering into management
         contracts, to perform services relating to real estate and to engage in
         other activities involving hotels and other real estate.

                  (b) To engage in any lawful act or activity for which
         corporations may be organized under, and to have and exercise any and
         all powers or privileges now or hereafter conferred by, the Maryland
         General Corporation Law or any Act amendatory thereof or supplemental
         thereto or in substitution therefor.

                  THIRD: The post office address of the principal office of the
Corporation in Maryland is:

                                    The Corporation Trust Incorporated
                                    32 South Street
                                    Baltimore, Maryland 21202

                  FOURTH: The name and post office address of the resident agent
of the Corporation in Maryland is:

                                    The Corporation Trust Incorporated
                                    32 South Street
                                    Baltimore, Maryland 21202

                  FIFTH: The total number of shares of stock which the
Corporation has authority to issue is one billion three hundred and fifty
million (1,350,000,000) shares, consisting of (a) one billion (1,000,000,000)
shares of common stock with a par value of $0.01 per share, (b) two hundred
million (200,000,000) shares of preferred stock with a par value of $0.01 per
share, (c) fifty million (50,000,000) shares of excess common stock with a par
value of $0.01 per share, and (d) one hundred million (100,000,000) shares of
excess preferred stock with a par value of $0.01 per share. The preferred stock
may be issued in such series and with such preferences, conversion and other


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rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption, if any,
as may be fixed by the Board of Directors. The excess common stock and the
excess preferred stock shall have the rights provided in the NINTH Article
hereof. The aggregate par value of all shares of stock which the Corporation has
authority to issue is thirteen million five hundred thousand Dollars
($13,500,000). The Board of Directors may authorize the issuance from time to
time of shares of stock of the Corporation of any class or series, whether now
or hereafter authorized, or securities or rights convertible into shares of its
stock of any class or series, whether now or hereafter authorized, for such
consideration (whether in cash, property, past or future services, obligation
for future payment or otherwise) as the Board of Directors may deem advisable
(or without consideration in the case of a stock split or stock dividend),
subject to such restrictions or limitations, if any, as may be set forth in the
charter or the Bylaws.

                  SIXTH: (a) The Corporation shall have three Directors, which
number may be changed from time to time in such manner as the By-Laws of the
Corporation shall provide. The Directors shall be divided, with respect to the
time for which they severally hold office, into three classes, as nearly equal
in number as reasonably possible, with the term of office of the first class to
expire at the 1995 annual meeting of stockholders, the term of office of the
second class to expire at the 1996 annual meeting of stockholders and the term
of office of the third class to expire at the 1997 annual meeting of
stockholders, with each director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of stockholders,
commencing with the 1995 annual meeting, (i) Directors elected to succeed the
class of Directors whose terms then expire shall be elected for a term of office
to expire at the third succeeding annual meeting of stockholders after their
election, with each director of the class to hold office until his or her
successor shall have been duly elected and qualified, and (ii) except as
otherwise required by law, if authorized by a resolution of the Board of
Directors, Directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created.

                  (b) Except as otherwise required by law, unless the Board of
Directors otherwise determines, newly created Directorships resulting from any
increase in the authorized number of Directors or any vacancies on the Board of
Directors resulting from any cause shall be filled only by a majority vote of
the Directors then in office, though less than a quorum, and Directors so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of office of the class to which they have been elected expires
and until such Director's successor shall have been duly elected and qualified.
No decrease in the numbers of authorized Directors constituting the entire Board
of Directors shall shorten the term of any incumbent Director.

                  (c) The names of the Directors of the Corporation as of the
amendment and restatement of the Charter herein set forth are as follows:

                                    Bruce M. Ford
                                    Graeme W. Henderson
                                    Earle F. Jones


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                  SEVENTH: Notwithstanding the provisions of the SIXTH Article
or any limitations on removal of Directors, the stockholders of the Corporation
may remove any director, but only for cause, and only by the affirmative vote of
two-thirds (2/3) of all the votes entitled to be cast for the election of
Directors.

                  EIGHTH: No holder of capital stock of the Corporation shall be
entitled as a matter of right to subscribe for, purchase or receive any part of
any new or additional issue of capital stock of any class or any options or
warrants for such stock or any rights to subscribe to or purchase such stock or
securities convertible into or exchangeable for such stock whether now or
hereafter authorized or whether issued for money, for a consideration other than
money, or for no consideration.

                  NINTH: Restrictions on the transferability of stock of the
Corporation are as follows:

                  (a) Subject to paragraphs (b), (c) and (d) of this NINTH
         Article, upon surrender to the Corporation or to any transfer agent of
         the Corporation of a certificate for shares duly endorsed or
         accompanied by proper evidence of succession, assignment or authority
         to transfer, the Corporation, or its transfer agent, shall issue a new
         certificate to the person entitled thereto, cancel the old certificate
         and record the transaction upon the Corporation's books.

                  (b) Beginning at the time that the payment of a distribution
         in kind of the shares of common stock of the Corporation shall have
         occurred ("effective time of the restriction"), and continuing
         thereafter until such time as the limitation on transfer provided for
         in the Pairing Agreement to be entered into by Starwood Lodging Trust,
         a Maryland real estate investment trust ("SLT"), and the Corporation
         shall be terminated:

                           (i) The shares of common stock of the Corporation
                  shall not be transferable, and shall not be transferred on the
                  books of the Corporation unless (1) a simultaneous transfer of
                  a like number of shares of SLT is made by the same transferor
                  to the same transferee, or (2) such transferor has previously
                  arranged with SLT for the acquisition by the transferee of a
                  like number of shares of SLT, and in each case such shares are
                  paired with one another.

                           (ii) Each certificate evidencing ownership of shares
                  of SLT issued and not canceled prior to the effective time of
                  the restriction shall be deemed to evidence a like number of
                  shares of common stock of the Corporation.

                           (iii) Any registered holder of a certificate
                  evidencing ownership of shares of SLT issued prior to the
                  effective time of the restriction may, upon request and
                  presentation of such certificate to the Corporation's transfer
                  agent, obtain in substitution therefor a certificate or
                  certificates registered in such holder's name evidencing the
                  same number of shares of common stock of the Corporation and a
                  like number of shares of SLT.


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                           (iv) A legend shall be placed on the face of each
                  certificate evidencing ownership of shares of common stock of
                  the Corporation issued after the effective time of the
                  restriction, referring to the restrictions on transfer set
                  forth herein.

                  (c)      Restrictions on Transfer.

                           (i) Definitions. The following terms shall have the
                  following meanings:

                           "Beneficial Ownership" shall mean ownership of shares
                  of capital stock by a Person who would be treated as an owner
                  of such shares of capital stock directly, indirectly or
                  constructively 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 terms "Beneficial Owner", "Beneficially Owns" and
                  "Beneficially Owned" shall have correlative meanings.

                           "Charitable Beneficiary" shall mean the organization
                  or organizations described in Sections 170(c)(2) and 501(c)(3)
                  of the Code selected by the Excess Share Trustee.

                           "Code" shall mean the Internal Revenue Code of 1986
                  as amended from time to time.

                           "Excess Shares" shall mean the excess common stock
                  and the excess preferred stock.

                           "Excess Share Trust" shall mean the trust created
                  pursuant to paragraph (d) of this NINTH Article.

                           "Excess Share Trust Beneficiary" shall mean a
                  beneficiary of the Excess Share Trust as determined pursuant
                  to paragraph (d) of this NINTH Article.

                           "Excess Share Trustee" shall mean Nina Matis or any
                  successor appointed pursuant to paragraph (d) of this NINTH
                  Article.

                           "Market Price" of any class of shares of capital
                  stock on any date shall mean the average of the Closing Price
                  for the five (5) consecutive trading days ending on such date,
                  or if such date is not a trading date, the five consecutive
                  trading days preceding such date. The "Closing Price" on any
                  date shall mean (1) the last sale price, regular way, or, in
                  case no such sale takes place on such day, the average of the
                  closing bid and asked prices, regular way, in either case as
                  reported in the principal consolidated transaction reporting
                  system with respect to securities listed or admitted to
                  trading on the New York Stock Exchange, or (2) if such class
                  of shares of capital stock is not listed or admitted to
                  trading on the New York Stock Exchange, as reported in the
                  principal consolidated transaction reporting system with
                  respect to


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                  securities listed on the principal national securities
                  exchange on which such class of shares of capital stock is
                  listed or admitted to trading, or (3) if such class of shares
                  of capital stock is not listed or admitted to trading on any
                  national securities exchange, the last quoted price, or if not
                  so quoted, the average of the high bid and low asked prices in
                  the over-the-counter market, as reported by the National
                  Association of Securities Dealers, Inc. Automated Quotation
                  System or, if such system is no longer in use, the principal
                  other automated quotations system that may then be in use, or
                  (4) if such class of shares of capital stock is not quoted by
                  any such organization, the average of the closing bid and
                  asked prices as furnished by a professional market maker
                  making a market in such class of shares of capital stock
                  selected by the Board of Directors.

                           "Ownership Limit" shall mean (i) in the case of a
                  Person other than an Existing Holder (as defined below),
                  Beneficial Ownership of more than eight percent (8.0%), by
                  value, vote or number, of the shares of capital stock and (ii)
                  in the case of a Person who or which was the Beneficial Owner,
                  as of January ___, 1995 (the "Amendment Date"), of more than
                  8.0% (by vote, value or number) of the shares of capital stock
                  (any such Person being referred to as an "Existing Holder"), a
                  percentage (by vote, value or number) equal to the lesser of
                  (a) 9.9% and (b) the percentage of shares of capital stock
                  Beneficially Owned by such Existing Holder as of the Amendment
                  Date; provided that if, at any time and from time to time
                  after the Amendment Date, the percentage of shares of capital
                  stock Beneficially Owned by an Existing Holder shall decrease
                  (whether by reason of a disposition by such Existing Holder,
                  an increase in the number of outstanding shares of capital
                  stock or otherwise), then from and after the time of such
                  decrease the Ownership Limit in the case of such Existing
                  Holder shall be a percentage (by vote, value or number) equal
                  to the greater of (x) 8.0% and (y) the percentage of shares of
                  capital stock Beneficially Owned by such Existing Holder after
                  giving effect to such decrease.

                           "Person" shall mean any individual, corporation,
                  partnership, joint stock company or association, joint
                  venture, association, company, trust, bank, limited liability
                  company, estate, foundation or other entity and any
                  government, agency or political subdivision thereof.

                           "Purported Beneficial Holder" shall mean, with
                  respect to any event (other than a purported Transfer) which
                  results in Excess Shares, the Person for whom the Purported
                  Record Holder held shares of capital stock that were, pursuant
                  to paragraph (c)(iii) of this NINTH Article, automatically
                  converted into Excess Shares upon the occurrence of such
                  event.

                           "Purported Beneficial Transferee, shall mean, with
                  respect to any purported Transfer which results in Excess
                  Shares, the purported beneficial transferee for whom the
                  Purported Record Transferee would have acquired shares of
                  capital stock if such Transfer had been valid under paragraph
                  (c)(ii) of this NINTH Article.


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                           "Purported Record Holder" shall mean, with respect to
                  any event (other than a purported Transfer) which results in
                  Excess Shares, the record holder of the shares of capital
                  stock that were, pursuant to paragraph (c)(iii) of this NINTH
                  Article, automatically converted into Excess Shares upon the
                  occurrence of such event.

                           "Purported Record Transferee" shall mean, with
                  respect to any purported Transfer which results in Excess
                  Shares, the record holder of the shares of capital stock if
                  such Transfer had been valid under paragraph (c)(ii) of this
                  NINTH Article.

                           "REIT" shall mean a real estate investment trust for
                  federal income tax purposes.

                           "Restriction Termination Date" shall mean the first
                  day of the taxable year for which the Trustees of SLT have
                  determined to terminate SLT's status as a REIT.

                           "Transfer" shall mean any sale, transfer, gift,
                  hypothecation, pledge, assignment, devise or other disposition
                  of shares of capital stock (including (1) the granting of any
                  option or interest similar to an option (including an option
                  to acquire an option or any series of such options) or
                  entering into any agreement for the sale, transfer or other
                  disposition of shares of capital stock or (2) the sale,
                  transfer, assignment or other disposition of any securities or
                  rights convertible into or exchangeable for shares of capital
                  stock), whether voluntary or involuntary, whether of record,
                  constructively or beneficially and whether by operation of law
                  or otherwise. For purposes of this definition, whether
                  securities or rights are convertible or exchangeable for
                  capital stock shall be determined in accordance with Sections
                  318 and 544 of the Code.

                           (ii) Restrictions on Transfers and Other Events. On
                  or after the Restriction Termination Date, the provisions of
                  paragraphs (c) and (d) of this NINTH Article shall be of no
                  further force and effect. Prior to the Restriction Termination
                  Date and except as provided in subparagraph (ix) below:

                                    (1) No Person shall Beneficially Own shares
                           of capital stock in excess of the Ownership Limit;

                                    (2) Any Transfer that, if effective, would
                           result in any Person Beneficially Owning shares of
                           capital stock in excess of the Ownership Limit shall
                           be void ab initio as to the Transfer of that number
                           of shares of capital stock which would be otherwise
                           Beneficially Owned by such Person in excess of the
                           Ownership Limit and the intended transferee shall
                           acquire no rights in such shares of capital stock in
                           excess of the Ownership Limit;

                                    (3) Any Transfer that, if effective, would
                           result in the shares of capital stock being
                           Beneficially Owned by fewer than one hundred (100)


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                           Persons (determined without reference to any rules of
                           attribution) shall be void ab initio and the intended
                           transferee shall acquire no rights in such shares of
                           capital stock; and

                                    (4) Any Transfer of shares of capital stock
                           that, if effective, would result in the Corporation
                           being "closely held" within the meaning of Section
                           856(h) of the Code (applied as if the Corporation was
                           a REIT) shall be void ab initio as to the Transfer of
                           that number of shares of capital stock which would
                           cause SLT to be "closely held" within the meaning of
                           Section 856(h) of the Code and the intended
                           transferee shall acquire no rights in such shares of
                           capital stock.

                           (iii)    Conversion into Excess Shares.

                                    (1) If, notwithstanding the other provisions
                           contained in this NINTH Article, at any time prior to
                           the Restriction Termination Date, there is a
                           purported Transfer or other event such that any
                           Person would Beneficially Own shares of capital stock
                           in excess of the Ownership Limit, then, except as
                           otherwise provided in subparagraph (ix) below, such
                           shares of capital stock which would be in excess of
                           the Ownership Limit (rounded up to the nearest whole
                           share), shall automatically be converted into that
                           number of shares of excess common stock or excess
                           preferred stock, as appropriate, equal to the number
                           of shares of capital stock being converted, as
                           further described in clause (3) below. Such
                           conversion shall be effective as of the close of
                           business on the business day prior to the date of the
                           Transfer or other event.

                                    (2) If, notwithstanding the other provisions
                           contained in this NINTH Article, at any time prior to
                           the Restriction Termination Date, there is a
                           purported Transfer or other event which, if
                           effective, would cause the Corporation to become
                           "closely held" within the meaning of Section 856(h)
                           of the Code (applied as if the Corporation was a
                           REIT), then the shares of capital stock being
                           Transferred or which are otherwise affected by such
                           event and which, in either case, would cause, when
                           taken together with all other shares of capital
                           stock, the Corporation to be "closely held" within
                           the meaning of Section 856(h) of the Code (rounded up
                           to the nearest whole share) shall automatically be
                           converted into that number of shares of excess common
                           stock or excess preferred stock, as appropriate,
                           equal to the number of shares of capital stock being
                           converted, as further described in clause (3) below.
                           Such conversion shall be effective as of the close of
                           business on the business day prior to the date of the
                           Transfer or change in capital structure.

                                    (3) Upon conversion of common stock or
                           preferred stock into Excess Shares pursuant to
                           subparagraph (iii), common stock shall be


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                           converted into excess common stock and preferred
                           stock shall be converted in excess preferred stock.

                           (iv) Remedies for Breach. If the Board of Directors
                  or its designees shall at any time determine in good faith
                  that a purported Transfer or other event has taken place in
                  violation of paragraph (c)(ii) of this NINTH Article or that a
                  Person intends to acquire or has attempted to acquire
                  Beneficial Ownership of any shares of capital stock in
                  violation of paragraph (c)(ii) of this NINTH Article, the
                  Board of Directors or its designees may take such action as it
                  deems advisable to refuse to give effect to or to prevent such
                  Transfer or other event, including, but not limited to,
                  refusing to give effect to such Transfer or other event on the
                  books of the Corporation or instituting proceedings to enjoin
                  such Transfer or other event or transaction; provided,
                  however, that any Transfers or attempted Transfers (or, in the
                  case of events other than a Transfer, Beneficial Ownership) in
                  violation of paragraph (c)(ii) of this NINTH Article, shall be
                  void ab initio and automatically result in the conversion
                  described in paragraph (c)(iii), irrespective of any action
                  (or non-action) by the Board of Directors or its designees.

                           (v) Notice of Restricted Transfer. Any Person who
                  acquires or attempts to acquire shares of capital stock in
                  violation of paragraph (c)(ii) of this NINTH Article, or any
                  Person who is a purported transferee such that Excess Shares
                  result under paragraph (c)(iii), shall immediately give
                  written notice to the Corporation of such Transfer, attempted
                  Transfer or other event and shall provide to the Corporation
                  such other information as the Corporation may request in order
                  to determine the effect, if any, of such Transfer or attempted
                  Transfer or other event on SLT's status as a REIT.

                           (vi) Owners Required to Provide Information.  Prior
                  to the Restriction Termination Date:

                                    (1) Every Beneficial Owner of five percent
                           (5% or more, by value, vote or number, or such lower
                           percentages as required pursuant to regulations under
                           the Code (applied as if the Corporation was a REIT),
                           of the outstanding shares of capital stock shall,
                           before January 30 of each year, give written notice
                           to the Corporation stating the name and address of
                           such Beneficial Owner, the general ownership
                           structure of such Beneficial Owner, the number of
                           shares of each class of capital stock Beneficially
                           Owned, and a description of how such shares are held.

                                    (2) Each Person who is a Beneficial Owner of
                           shares of capital stock and each Person (including
                           the shareholder of record) who is holding shares of
                           capital stock for a Beneficial owner shall provide on
                           demand to the Corporation such information as the
                           Corporation may request from time to time in order to
                           ensure compliance with the ownership Limit and SLT's


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                           compliance with the REIT requirements of the Code and
                           the regulations published thereunder.

                           (vii) Remedies Not Limited. Subject to paragraph
                  (c)(xii) of this NINTH Article, nothing contained in this
                  NINTH Article shall limit the authority of the Board of
                  Directors to take such other action as it deems necessary or
                  advisable to protect SLT and the interests of the
                  Corporation's stockholders by preservation of SLT's status as
                  a REIT and to ensure compliance with the Ownership Limit.

                           (viii) Ambiguity. In the case of an ambiguity in the
                  application of any of the provisions of this paragraph (c) or
                  paragraph (d), including any definition contained in
                  subparagraph (c)(i), the Board of Directors shall have the
                  power to determine the application of the provisions of this
                  paragraph (c) or paragraph (d) with respect to any situation
                  based on the facts known to them.

                           (ix) Exception. The Board of Directors upon receipt
                  of a ruling from the Internal Revenue Service or an opinion of
                  tax counsel, satisfactory to them in their sole and absolute
                  discretion, in each case to the effect that SLT's status as a
                  REIT will not be jeopardized, may exempt a Person from the
                  Ownership Limit if the Board of Directors obtains such
                  representations and undertakings from such Person as are
                  reasonably necessary to ascertain that such Person's
                  Beneficial Ownership of shares of capital stock will not
                  jeopardize SLT's status as a REIT.

                           (x) Legend. Until the Restriction Termination Date,
                  each certificate for the respective class of shares of capital
                  stock shall bear the following legend:

                                    The shares of capital stock represented by
                           this certificate are subject to restrictions on
                           transfer. Unless excepted by the Board of Directors,
                           no Person may (1) Beneficially Own shares of capital
                           stock in excess of 8.096 of the outstanding shares of
                           capital stock, by value, vote or number, determined
                           as provided in the Corporation's Articles of
                           Incorporation, as the same may be amended from time
                           to time (the "Articles"), and computed with regard to
                           all outstanding shares of capital stock and, to the
                           extent provided by the Code, all shares of capital
                           stock issuable under existing options and exchange
                           rights that have not been exercised; or (2)
                           Beneficially Own shares of capital stock which would
                           result in SLT being "closely held." Unless so
                           excepted, any acquisition of shares of capital stock
                           and continued holding of ownership constitutes a
                           continuous representation of compliance with the
                           above limitations, and any Person who attempts to
                           Beneficially Own shares of capital stock in excess of
                           the above limitations has an affirmative obligation
                           to notify the Corporation immediately upon such
                           attempt. If the restrictions on transfer are
                           violated, the transfer will be void ab initio and the
                           shares of capital


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                           stock represented hereby will be automatically
                           converted into Excess Shares that will be held in
                           trust. Excess Shares may not be transferred at a
                           profit and may be purchased by the Corporation. In
                           addition, certain Beneficial Owners must give written
                           notice as to certain information on demand and on an
                           annual basis. All terms not defined in this legend
                           have the meanings provided in the Articles. The
                           Corporation will mail without charge to any
                           requesting stockholder a copy of the Articles,
                           including the express terms of each class and series
                           of the authorized shares of capital stock of the
                           Corporation, within five (5) days after receipt of a
                           written request therefor.

                           (xi) Severability. If any provision of this NINTH
                  Article or any application of any such provision is determined
                  to be invalid by any Federal or state court having
                  jurisdiction over the issues, the validity of the remaining
                  provisions shall not be affected, and other applications of
                  such provision shall be affected only to the extent necessary
                  to comply with the determination of such court.

                           (xii) New York Stock Exchange Transactions. Nothing
                  in this NINTH Article shall preclude the settlement of any
                  transaction entered into through the facilities of the New
                  York Stock Exchange.

                  (d) Excess Shares.

                           (i) Ownership In Trust. Upon any purported Transfer
                  or other event that results in Excess Shares pursuant to
                  paragraph (c)(iii) of this NINTH Article, such Excess Shares
                  shall be deemed to have been transferred to Nina Matis (or any
                  successor Excess Share Trustee), as Excess Share Trustee of
                  the Excess Share Trust for the benefit of such Excess Share
                  Trust Beneficiary or Beneficiaries and the Charitable
                  Beneficiary effective as of the close of business on the
                  business day prior to the date of the Transfer or other event.
                  Excess Shares so held in trust shall be issued and outstanding
                  shares of the Corporation. The Purported Record Transferee or
                  Purported Record Holder shall have no rights in such Excess
                  Shares. The Purported Beneficial Transferee or Purported
                  Beneficial Holder shall have no rights in such Excess Shares
                  except as provided in paragraph (d)(v). Nina Matis, or any
                  successor Excess Share Trustee, may resign by appointing a
                  person independent of SLT, the Corporation or any Excess Share
                  Trust Beneficiary as the Excess Share Trustee. The Excess
                  Share Trustee shall, from time to time, designate one or more
                  charitable organization or organizations as the Charitable
                  Beneficiary.

                           (ii) Dividend Rights. Excess Shares shall be entitled
                  to the same dividends determined as if no conversion into
                  Excess Shares had occurred. Any dividend or distribution paid
                  prior to the discovery by the Corporation that the shares of
                  capital stock have been converted into Excess Shares shall be
                  repaid to the Excess Share Trust upon demand. Any dividend or
                  distribution declared but unpaid shall be paid


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                  to the Excess Share Trust. All dividends received or other
                  income earned by the Excess Share Trust shall be paid over to
                  the Charitable Beneficiary.

                           (iii) Rights Upon Liquidation. Excess Shares shall
                  not be entitled to receive any portion of the assets of the
                  Corporation on the liquidation or dissolution of the
                  Corporation. Upon conversion of Excess Shares into shares of
                  capital stock pursuant to paragraph (d)(v), such shares shall
                  be entitled to receive their pro rata share of the assets of
                  the Corporation as a result of the liquidation or dissolution
                  of the Corporation.

                           (iv) Voting Rights. The Excess Share Trustee shall
                  vote the Excess Shares which shall have the same voting rights
                  as the shares of capital stock into which they are to be
                  converted pursuant to paragraph (d)(v). Any vote cast by the
                  Purported Beneficial Transferee or Purported Record Transferee
                  will, at the option of the Excess Share Trustee, be void ab
                  initio.

                           (v) Restrictions On Transfer; Designation of Excess
                  Share Trust Beneficiary. (1) Excess Shares shall not be
                  transferrable. The Excess Share Trustee may freely designate
                  an Excess Share Trust Beneficiary of all or any portion of the
                  beneficial interest in the Excess Share Trust (representing
                  the number of Excess Shares held by the Excess Share Trust
                  attributable to a purported Transfer or other event that
                  results in Excess Shares and designated as to number and class
                  of shares pursuant to the notice provision of this clause), if
                  the Excess Shares held in the Excess Share Trust would not be
                  Excess Shares in the hands of such Excess Share Trust
                  Beneficiary. If the Excess Shares resulted from a purported
                  Transfer, the Purported Beneficial Transferee shall receive a
                  payment from the Excess Share Trustee that reflects a price
                  per share for such Excess Shares equal to the lesser of (A)
                  the price per share received by the Excess Share Trustee and
                  (B) (x) the price per share such Purported Beneficial
                  Transferee paid for the Share of Beneficial Interest in the
                  purported Transfer that resulted in the Excess Shares, or (y)
                  if the Purported Beneficial Transferee did not give value for
                  such shares of Excess Shares (through a gift, devise or other
                  transaction), a price per share of Excess Shares equal to the
                  Market Price of the shares of capital stock on the date of the
                  purported Transfer that resulted in the Excess Shares. If
                  Excess Shares resulted from an event other than a purported
                  Transfer, the Purported Beneficial Holder shall receive a
                  payment from the Excess Share Trustee that reflects a price
                  per share of Excess Shares equal to the lesser of (A) the
                  price per share received by the Excess Share Trustee or (B)
                  the Market Price of the shares of capital stock on the date of
                  the event that resulted in Excess Shares. Upon such transfer
                  of an interest in the Excess Share Trust, the corresponding
                  shares of Excess Shares in the Excess Share Trust shall be
                  automatically converted into such number of shares of common
                  or preferred stock (of the same class as the shares that were
                  converted into such Excess Shares) as is equal to the number
                  of shares of Excess Shares, and such shares of common or
                  preferred stock shall be transferred of record to the Excess
                  Share Trust Beneficiary of the


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                  interest in the Excess Share Trust designated by the Excess
                  Share Trustee as described above if such shares of capital
                  stock would not be Excess Shares in the hands of such Excess
                  Share Trust Beneficiary. Prior to any transfer of any interest
                  in the Excess Share Trust, the Corporation must have waived in
                  writing its purchase rights, if any, under paragraph (d)(vi).
                  Any funds received by the Excess Share Trustee in excess of
                  the funds payable to the Purported Beneficial Holder or the
                  Purported Beneficial Transferor shall be paid to the
                  Charitable Beneficiary. The Corporation shall pay the costs
                  and expenses of the Excess Share Trustee.

                           (2) Notwithstanding the foregoing, if a Purported
                  Beneficial Transferee, Purported Beneficial Holder or the
                  Excess Share Trustee receives a price for an interest in the
                  Excess Share Trust that exceeds the amounts allowable under
                  paragraph (d)(v)(1) of this NINTH Article, such Purported
                  Beneficial Transferee or Purported Beneficial Holder shall be
                  personally liable to, and shall pay, or cause the Excess Share
                  Trust Beneficiary of the interest in the Excess Share Trust to
                  pay, such excess to the Excess Share Trustee who shall pay
                  over such excess to the Charitable Beneficiary.

                           (3) Notwithstanding the foregoing, if the provisions
                  of this paragraph (d)(v) are determined to be void or invalid
                  by virtue of any legal decision, statute, rule or regulation,
                  then the Purported Beneficial Transferee or Purported
                  Beneficial Holder of any shares of Excess Shares may be
                  deemed, at the option of the Corporation, to have acted as an
                  agent on behalf of the Corporation, in acquiring or holding
                  such Excess Shares and to hold such Excess Shares on behalf of
                  the Corporation.

                           (vi) Purchase Right in Excess Shares. Excess Shares
                  shall be deemed to have been offered for sale by the Excess
                  Share Trustee to the Corporation, or its designee, at a price
                  per Excess Share equal to (I) in the case of Excess Shares
                  resulting from a purported Transfer, the lesser of (A) the
                  price per share of the shares of capital stock in the
                  transaction that created such Excess Shares (or, in the case
                  of devise or gift, the Market Price of the shares of capital
                  stock at the time of such devise or gift), or (B) the lowest
                  Market Price of the class of shares of capital stock which
                  resulted in the Excess Shares at any time after the date such
                  shares were converted into Excess Shares and prior to the date
                  the Corporation, or its designee, accepts such offer or (II)
                  in the case of Excess Shares resulting from an event other
                  than a purported Transfer, the lesser of (A) the Market Price
                  of the shares of capital stock on the date of such event or
                  (B) the lowest Market Price for shares of capital stock which
                  resulted in the Excess Shares at any time from the date of the
                  event resulting in such Excess Shares and prior to the date
                  the Corporation, or its designee, accepts such offer. The
                  Corporation shall have the right to accept such offer for a
                  period of ninety (90) days after the later of (i) the date of
                  the Transfer which resulted in such Excess Shares and (ii) the
                  date the Board of Directors determines in good faith that a
                  Transfer or other event resulting in Excess Shares has
                  occurred, if the


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                  Corporation does not receive a notice of such Transfer or
                  other event pursuant to paragraph (c)(v) of this NINTH
                  Article.

                  (e) Notwithstanding any other provision of these Articles of
         Incorporation or any provision of law which might otherwise permit a
         lesser vote or no vote, but in addition to any affirmative vote of the
         holders of any particular class or series of capital stock required by
         law or these Articles of Incorporation, the affirmative vote of the
         holders of at least two-thirds (2/3) of the voting power of all the
         then-outstanding shares of capital stock of the Corporation, voting
         together as a single class, shall be required to alter, amend or repeal
         this NINTH Article.

                  TENTH: The Corporation shall indemnify (A) its directors and
officers, whether serving the Corporation or at its request any other entity, to
the full extent required or permitted by the General Laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law and (B) other employees and
agents to such extent as shall be authorized by the Board of Directors or the
Corporation's By-Laws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such by-laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of the
charter of the Corporation or repeal of any of its provisions shall limit or
eliminate the right to indemnification provided hereunder with respect to acts
or omissions occurring prior to such amendment or repeal.

                  ELEVENTH: The provisions for the regulation of the internal
affairs of the Corporation are to be stated in the Bylaws of the Corporation, as
the same may be amended from time to time.

                  TWELFTH: Any amendments to these Articles of Incorporation
shall be approved by the stockholders of the Corporation by the affirmative vote
of a majority of all the votes entitled to be cast on the matter.

                  THIRTEENTH: The Corporation shall not consummate a
consolidation, merger, share exchange or sale, lease, exchange or other transfer
of all or substantially all of its assets, the stockholder approval of which is
required by applicable law, unless such transaction is approved by the
stockholders of the Corporation by the affirmative vote of a majority of all the
votes entitled to be cast on the matter.

                  FOURTEENTH: To the fullest extent permitted by Maryland
statutory or decisional law, as amended or interpreted from time to time, no
director or officer of the Corporation shall be liable to the Corporation or its
stockholders for money damages. No amendment to these Articles of Incorporation
or repeal of any of its provisions shall limit or eliminate the effect of this


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FOURTEENTH Article with respect to any act or omission which occurs prior to
such amendment or repeal.


                  FIFTEENTH: In order to enable the Corporation and any
Subsidiary (as hereinafter defined) to secure and maintain in good standing all
licenses, franchises and other regulatory approvals issued by Gaming Authorities
(as hereinafter defined) which are necessary for the lawful operation of gaming
and related businesses now or hereafter engaged in by the Corporation or any
Subsidiary within or without the United States of America, which licenses,
franchises or other regulatory approvals are conditioned upon some or all of the
holders of the Corporation's stock possessing prescribed qualifications (the
"Gaming Licenses"), and in order to insure that the business of the Corporation
and its Subsidiaries will be carried on in compliance


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with the laws and regulations governing the conduct of gaming and related
businesses (the "Gaming Laws"), the following provisions are made and shall
apply for so long as the Corporation is subject to Gaming Laws:

                  (a) Securities (as hereinafter defined) of the Corporation
         shall be subject to redemption by the Corporation, pursuant to Section
         78.196 of the Nevada Revised Statutes or any other applicable provision
         of law, to the extent necessary to prevent the loss or to secure the
         reinstatement of any Gaming License held by the Corporation or any
         Subsidiary.

                  (b) Securities of the Corporation shall be held subject to the
         condition that if a holder thereof is found by a Gaming Authority to be
         disqualified or unsuitable pursuant to any Gaming Law (a "Disqualified
         Holder"), such holder shall dispose of all of the Corporation's
         Securities held by such holder within the 120 day period (the
         "Disposition Period") commencing on the date (the "Notice Date") upon
         which the Corporation shall have received notice from a Gaming
         Authority of such holder's disqualification or unsuitability (the
         "Disqualification Notice"). Promptly following its receipt of a
         Disqualification Notice, the Corporation shall cause such
         Disqualification Notice to be delivered to the Disqualified Holder
         named therein by personal delivery, by mailing it to the address shown
         on the Corporation's books and records or through the use of any other
         reasonable means. Failure of the Corporation to provide such
         Disqualification Notice to a Disqualified Holder after making
         reasonable efforts to do so shall not preclude the Corporation from
         exercising its rights.

                  (c) If any Disqualified Holder fails to dispose of the
         Corporation's Securities within the Disposition Period, the Corporation
         may redeem such Securities at the lesser of (1) the lowest closing sale
         price of such Securities on any trading day during the Disposition
         Period or (2) such Disqualified Holder's original purchase price;
         provided, that if the Securities to be so redeemed are paired with
         securities of SLT (the Securities of the Corporation and the securities
         of SLT when so paired being herein referred to as "Paired Securities")
         pursuant to the Pairing Agreement, dated as of June 25, 1980, as
         amended, between SLT and the Corporation, the Corporation and SLT may
         redeem such Paired Securities for an aggregate amount equal to the
         lesser of (1) the lowest closing sale price of such Paired Securities
         on any trading day during the Disposition Period or (2) such
         Disqualified Holder's original purchase price for such Paired
         Securities.

                  (d) Commencing on the Notice Date, it shall be unlawful for a
         Disqualified Holder to:

                           (1) receive payments of dividends or interest upon
                  any Securities of the Corporation held by such Disqualified
                  Holder,

                           (2) exercise, directly or indirectly, any right
                  conferred by the Corporation's Securities upon the holders
                  thereof, or


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                           (3) receive any remuneration in any form, for
                  services rendered or otherwise, from the Subsidiary of the
                  Corporation that holds a Gaming License.

                  (e) The Board of Directors shall have the power to determine,
         on the basis of information known to the Board after reasonable
         inquiry, all questions arising under this Article FIFTEENTH including,
         without limitation, (1) whether a person is a Disqualified Holder, (2)
         whether a Disqualified Holder has disposed of Securities pursuant to
         Paragraph (b) of this Article FIFTEENTH and (3) the amount of
         Securities held directly or indirectly by any person. Any such
         determination shall be binding and conclusive on all such persons.

                  (f) The Corporation shall be entitled to injunctive relief in
         any court of competent jurisdiction to enforce the provisions of this
         Article FIFTEENTH, and each holder of Securities of the Corporation
         will be deemed to have acknowledged by acquiring or retaining
         Securities of the Corporation that failure to comply with this Article
         FIFTEENTH will expose the Corporation to irreparable injury for which
         there is not adequate remedy at law and that the Corporation is
         entitled to injunctive relief to enforce the provisions of this Article
         FIFTEENTH.

                  (g) A Disqualified Holder shall indemnify the Corporation and
         its Subsidiaries for any and all direct or indirect costs (including
         attorney's fees) incurred by the Corporation as a result of such
         holder's continuing ownership of or failure to divest the Securities.

                  (h) The following definitions shall apply with respect to this
         Article FIFTEENTH.

                           (1) The term "Gaming Authorities" includes all
                  governmental authorities within or without the United States
                  of America which issue or grant any license, franchise or
                  regulatory approval necessary or appropriate for the lawful
                  operation of gaming and related businesses. With respect to
                  the State of Nevada, the term "Gaming Authorities" shall
                  include, without limitation, the Nevada Gaming Commission, the
                  Nevada State Gaming Control Board or their respective
                  successors; and with respect to Atlantic City, New Jersey, the
                  term "Gaming Authorities" shall include, without limitation,
                  the New Jersey Casino Control Commission, the Division of
                  Gaming Enforcement or their respective successors.

                           (2) The term "Securities" means any instrument
                  evidencing a direct or indirect beneficial ownership or
                  creditor interest in the Corporation, including but not
                  limited to, Common Stock, Preferred Stock, bonds, mortgages,
                  debentures, security agreements, notes, warrants, options and
                  rights.

                           (3) The term "Subsidiary" (A) in matters relating to
                  Gaming Laws of the State of New Jersey, shall have the
                  definition set forth in the New Jersey Statutes Annotated
                  5:12-47 or (B) in matters relating to Gaming Laws outside of
                  the State of New Jersey, means (i) a corporation, more than
                  50% of the outstanding voting


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                  securities of which the Corporation or a Subsidiary of the
                  Corporation owns or has the power to vote or (ii) a firm,
                  association, partnership, limited liability company, trust or
                  other form of business organization, not a natural person, of
                  which the Corporation or a Subsidiary of the Corporation owns
                  or has the power to vote a majority interest.

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