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                                                                  EXHIBIT 10.5


                          STARWOOD LODGING CORPORATION
                             1995 SHARE OPTION PLAN
                  (AMENDED AND RESTATED AS OF AUGUST 17, 1995)



                                I.  INTRODUCTION

1.1       PURPOSES AND GENERAL.  The purposes of the 1995 Share Option Plan
(the "Plan") of Starwood Lodging Corporation (the "Corporation") are to align
the interests of the Corporation's shareholders and the recipients of options
under this Plan by increasing the proprietary interest of such recipients in
the Corporation's growth and success and to advance the interests of the
Corporation by attracting and retaining officers, key employees, consultants
and advisers, as well as qualified persons for service as directors of the
Corporation ("Directors").  For purposes of this Plan, references to employment
by or service as a consultant, adviser or director of the Corporation shall
also mean employment by or service as a consultant, advisor or director of a
subsidiary of the Corporation.

         This Plan seeks to accomplish the foregoing purposes by providing a
means whereby options to purchase from the Corporation shares of common stock,
par value $.01 per share, of the Corporation ("Corporation Shares") and options
to purchase from the Corporation shares of beneficial interest, par value $.01
per share, of Starwood Lodging Trust ("Trust Shares") may be granted in
accordance with Section II to eligible persons and shall be granted, in
accordance with Section III, to Directors.  Pursuant to an Agreement dated June
25, 1980, as amended, between the Corporation and Starwood Lodging Trust (the
"Trust"), all outstanding Corporation Shares and Trust Shares are paired on a
one-for-one basis and trade as units consisting of one Corporation Share and
one Trust Share ("Paired Shares").  Accordingly, each option to purchase
Corporation Shares (a "Corporation Share Option") shall be paired with an
option to purchase an equal number of Trust Shares (a "Trust Share Option" and
each such paired Corporation Share Option and Trust Share Option is herein
referred to as a "Paired Option").

         Each Paired Option may be exercised, terminated, cancelled, forfeited,
transferred or otherwise disposed of only in units consisting of Paired Shares.
Accordingly, a Corporation Share Option, or portion thereof, may be exercised,
terminated, cancelled, forfeited, transferred or otherwise disposed of only in
connection with, and to the same extent as, the exercise, termination,
cancellation, forfeiture, transfer or other disposition of a Trust Share
Option.  Each Corporation Share Option constituting part of a Paired Option may
be either an incentive share option or a non-qualified share option.  An
incentive share option shall mean a Corporation Share Option that meets the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or any successor
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provision, which is intended by the Committee (as defined below) to constitute
an incentive share option.  Each Trust Share Option constituting part of a
Paired Option shall be a non-qualified share option.

1.2       ADMINISTRATION.  This Plan shall be administered by a committee (the
"Committee") designated by the Board of Directors of the Corporation (the
"Board") consisting of two or more members of the Board, each of whom shall be
a "disinterested person" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and an "outside
director" within the meaning of Section 162(m) of the Code, subject to any
transition rules applicable to the definition of outside director.

         The Committee may, subject to the terms of this Plan, select eligible
persons to be granted Paired Options in accordance with Section II and shall
determine the number of Paired Shares subject to each such Paired Option.  The
Committee shall, subject to the terms of this Plan, determine the exercise
price of each Paired Option granted hereunder, including the portion of the
exercise price of such Paired Option which is attributable to the Corporation
Share Option and the Trust Share Option, respectively, the time and conditions
of exercise of such Paired Option and all other terms and conditions of such
Paired Option, including, without limitation, the form of the Agreement
representing such Paired Option.  The Committee may, in its sole discretion and
for any reason at any time, accelerate the exercisability of any Paired Option.
The Committee shall, subject to the terms of this Plan, interpret this Plan and
the application thereof, establish rules and regulations it deems necessary or
desirable for the administration of this Plan and may impose, incidental to the
grant of a Paired Option, conditions with respect to the grant, such as
limiting competitive employment or other activities.  All such interpretations,
rules, regulations and conditions shall be conclusive and binding on all
parties.  Each Paired Option shall be evidenced by a written Agreement (an
"Agreement") between the Corporation and the optionee setting forth the terms
and conditions applicable to such Paired Option.

         The Committee may delegate some or all of its power and authority
hereunder to the Chief Executive Officer or Chief Operating Officer or other
executive officer of the Corporation as the Committee deems appropriate;
provided, however, that the Committee may not delegate its power and authority
with regard to (i) the grant of a Paired Option to any person who is a "covered
employee" within the meaning of Section 162(m) of the Code or who, in the
Committee's judgment, is likely to be a covered employee at any time during the
period a Paired Option granted to such employee would be outstanding or (ii)
the selection for participation in this Plan of an officer or other person
subject




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to Section 16 of the Exchange Act or decisions concerning the timing, pricing
or amount of a grant of a Paired Option to such an officer or other person.

         A majority of the Committee shall constitute a quorum.  The acts of
the Committee shall be either (i) acts of a majority of the members of the
Committee present at any meeting at which a quorum is present or (ii) acts
approved in writing by a majority of the members of the Committee without a
meeting.

1.3       ELIGIBILITY.  Participants in this Plan shall consist of such
officers, key employees, consultants, advisers and Directors of the Corporation
and its subsidiaries as the Committee in its sole discretion may select from
time to time.  The Committee's selection of a person to participate in this
Plan at any time shall not require the Committee to select such person to
participate in this Plan at any other time.  Directors shall be also eligible
to participate in this Plan in accordance with Section III.

1.4       SHARES AVAILABLE.  The number of Paired Shares available for grants
of Paired Options under this Plan, other than a Paired Option that includes a
Corporation Share Option that is designated as an incentive share option, shall
be 1,573,000 (subject to adjustment as provided in Section 4.7) plus eight
percent (8%) of the sum of (i) the number of Paired Shares which may be issued
upon the exchange of limited partnership units ("Units") in SLT Realty Limited
Partnership, a Delaware limited partnership, and SLC Operating Limited
Partnership, a Delaware limited partnership to the extent such Units first
become outstanding after August 17, 1995 (without reduction for subsequent
repurchases, redemptions or similar events involving the Units), plus (ii) the
number of Paired Shares which first become outstanding (without reduction for
subsequent repurchases, redemptions or similar events involving Paired Shares)
after August 17, 1995 (other than by reason of (A) such exchange of Units, (B)
the issuance or delivery of Paired Shares pursuant to any employee benefit plan
of the Corporation or the Trust or (C) the issuance of Paired Shares which were
acquired and held by the Corporation or the Trust prior to their issuance),
reduced by (iii) the aggregate number of Paired Shares which become subject to
(A) outstanding Paired Options under this Plan, including each Paired Option
that includes a Corporation Share Option that is designated as an incentive
share option, or (B) outstanding options to purchase Paired Shares under the
Trust's 1995 Share Option Plan (the "Trust Plan").  Subject to adjustment as
provided in Section 4.7, the number of Paired Shares available for grants of
Paired Options that include Corporation Share Options that are designated as
incentive share options shall be 1,573,000, reduced by the aggregate number of
Paired Shares which become subject to (X) outstanding Paired Options under this
Plan, including each Paired Option that does not include a Corporation





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Share Option that is designated as an incentive share option, or (Y)
outstanding options to purchase Paired Shares under the Trust Plan.  To the
extent that Paired Shares subject to an outstanding Paired Option or an
outstanding option to purchase Paired Shares under the Trust Plan are not
issued or delivered by reason of the termination, cancellation or forfeiture of
any such option or by reason of the delivery of Paired Shares to pay all or a
portion of the exercise price of any such option, or to satisfy all or a
portion of the tax withholding obligations relating to any such option, then
such Paired Shares shall again be available under this Plan.

         Paired Shares to be delivered under this Plan shall be made available
(i) (A) by the Corporation from authorized and unissued Corporation Shares
issued by the Corporation directly to the optionee and (B) by the Trust from
authorized and unissued Trust Shares issued by the Trust directly to the
Corporation for delivery to the optionee, (ii) from authorized and issued
Paired Shares acquired and held by the Corporation or (iii) a combination
thereof.

         To the extent required by Section 162(m) of the Code and the rules and
regulations thereunder, the maximum number of Paired Shares with respect to
which Paired Options may be granted during any calendar year to any person
shall be 500,000, subject to adjustment as provided in Section 4.7.


                              II.  PAIRED OPTIONS

2.1       GRANTS OF PAIRED OPTIONS.  The Committee may, in its discretion,
grant Paired Options to such eligible persons as may be selected by the
Committee.  Each Corporation Share Option, or portion thereof, that is not an
incentive share option, shall be a non-qualified share option.  Each Paired
Option that includes a Corporation Share Option that is designated as an
incentive share option shall be granted within ten years of the effective date
of this Plan.  To the extent that the aggregate fair market value (determined
as of the date of grant) of Corporation Shares with respect to which
Corporation Share Options designated as incentive share options are exercisable
for the first time by a participant during any calendar year (under this Plan
or any other plan of the Corporation, or any parent or subsidiary) exceeds the
amount (currently $100,000) established by the Code, such Corporation Share
Options shall constitute non-qualified share options.  The "fair market value"
of a Corporation Share shall be that portion of the fair market value of a
Paired Share which the Committee determines to be attributable to the
Corporation Share by applying in good faith a method of valuation permissible
under Section 422 of the Code.  The "fair market value" of a Paired Share shall
mean the closing transaction price of a Paired Share as reported in the New
York Stock Exchange





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Composite Transactions on the date as of which such value is being determined
or, if there shall be no reported transaction on such date, on the next
preceding date for which a transaction was reported; provided that if the fair
market value of a Paired Share for any date cannot be determined as above
provided, fair market value of a Paired Share shall be determined by the
Committee by whatever means or method as the Committee, in the good faith
exercise of its discretion, shall at such time deem appropriate.

2.2       TERMS OF PAIRED OPTIONS.  Paired Options shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee
shall deem advisable:

         (a)     Number of Paired Shares and Purchase Price.  The number of
Paired Shares subject to a Paired Option and the purchase price per Paired
Share purchasable upon exercise of the Paired Option, including the portions of
the purchase price of a Paired Share which are attributable to a Corporation
Share and a Trust Share, respectively, shall be determined by the Committee;
provided, however, that (i) the purchase price per Paired Share shall not be
less than 100% of the fair market value of a Paired Share on the date of grant
of such Paired Option, (ii) the portion of the purchase price of a Paired Share
which the Committee determines to be attributable to a Corporation Share shall
not be less than 100% of the fair market value of a Corporation Share on the
date of grant of such Paired Option and (iii) the portion of the purchase price
of a Paired Share which the Committee determines to be attributable to a Trust
Share shall not be less than 100% of the fair market value of a Trust Share on
the date of grant of such Paired Option; provided further, that if a
Corporation Share Option designated as an incentive share option shall be
granted to any person who, at the time such incentive share option is granted,
owns capital stock possessing more than ten percent of the total combined
voting power of all classes of capital stock of the Corporation (or of any
parent or subsidiary) (a "Ten Percent Holder"), the purchase price per
Corporation Share shall be the price (currently 110% of fair market value of a
Corporation Share) required by the Code in order to constitute an incentive
share option.  The "fair market value" of a Trust Share shall be that portion
of the fair market value of a Paired Share which the Committee determines to be
attributable to the Trust Share.

         (b)     Option Period and Exercisability.  The period during which a
Paired Option may be exercised shall be determined by the Committee; provided,
however, that no Paired Option which includes a Corporation Share Option
designated as an incentive share option shall be exercised later than ten years
after its date of grant; provided further, that if a Paired Option which
includes a Corporation Share Option designated as an incentive





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share option shall be granted to a Ten Percent Holder, such Paired Option shall
not be exercised later than five years after its date of grant.  The Committee
shall determine whether a Paired Option shall become exercisable in cumulative
or non-cumulative installments and in part or in full at any time.  An
exercisable Paired Option, or portion thereof, may be exercised only with
respect to whole Paired Shares.

         (c)     Method of Exercise.  A Paired Option may be exercised (i) by
giving written notice to the Corporation specifying the number of whole Paired
Shares to be purchased and accompanied by payment therefor in full (or
arrangement made for such payment to the Corporation's satisfaction) either (A)
in cash, (B) by delivery of previously owned whole Paired Shares (which the
optionee has held for at least six months prior to the delivery of such Paired
Shares or which the optionee purchased on the open market and for which the
optionee has good title, free and clear of all liens and encumbrances) having a
fair market value, determined as of the date of exercise, equal to the
aggregate purchase price payable by reason of such exercise, (C) in cash by a
broker-dealer acceptable to the Corporation to whom the optionee has submitted
an irrevocable notice of exercise or (D) a combination of (A) and (B), in each
case to the extent set forth in the Agreement relating to the Paired Option and
(ii) by executing such documents as the Corporation may reasonably request.
The Committee shall have sole discretion to disapprove of an election pursuant
to either clause (B) or (C) and in the case of an optionee who is subject to
Section 16 of the Exchange Act, the Corporation may require that the method of
making such payment be in compliance with Section 16 and the rules and
regulations thereunder.  Any fraction of a Paired Share which would be required
to pay such purchase price shall be disregarded and the remaining amount due
shall be paid in cash by the optionee.  No certificate representing a Paired
Share shall be delivered until the full purchase price therefor has been paid.

2.3       TERMINATION OF EMPLOYMENT OR SERVICE.

         (a)   Disability and Death.  Subject to paragraph (e) below and unless
otherwise specified in the Agreement relating to a Paired Option, if an
optionee's employment with the Corporation or service as a consultant, adviser
or Director terminates by reason of Disability or death, each Paired Option
held by such optionee shall be fully exercisable and may thereafter be
exercised by such optionee (or such optionee's executor, administrator, legal
representative, beneficiary or similar person, as the case may be) until and
including the earliest to occur of (i) the date which is one year (or such
other period as set forth in the Agreement relating to such Paired Option)
after the effective date of such optionee's termination of employment or
service or date of death, as the case may be, and (ii) the expiration date of
the term of such Paired Option.  For purposes





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of this Plan, "Disability" shall mean the inability of an optionee
substantially to perform such optionee's duties and responsibilities for a
continuous period of at least six months.

         (b) Termination for Cause.  Subject to paragraph (e) below and unless
otherwise specified in the Agreement relating to a Paired Option, if an
optionee's employment with the Corporation or service as a consultant, adviser
or Director terminates for Cause, each Paired Option held by such optionee,
whether or not then exercisable, shall terminate automatically on the effective
date of such optionee's termination of employment or service.  For purposes of
this Plan, "Cause" shall mean embezzlement or misappropriation of funds or
other assets, other act of dishonesty, significant activities harmful to the
reputation of the Corporation or the Trust, willful refusal to perform or
substantial disregard of the duties properly assigned to the optionee (other
than as a result of Disability), significant violation of any statutory or
common law duty of loyalty to the Corporation or the Trust or a material breach
by the optionee of the optionee's employment Agreement with the Corporation, if
any.

         (c)  Other Termination.  Subject to paragraph (e) below and unless
otherwise specified in the Agreement relating to a Paired Option, if an
optionee's employment with the Corporation or service as a consultant, adviser
or Director terminates for any reason other than Disability, death or Cause,
each Paired Option held by such optionee shall be exercisable only to the
extent that such Paired Option is exercisable on the effective date of such
optionee's termination of employment or service and may thereafter be exercised
by such optionee (or such optionee's legal representative or similar person)
until and including the earliest to occur of (i) the date which is three months
(or such other period as set forth in the Agreement relating to such Paired
Option) after the effective date of such optionee's termination of employment
or service and (ii) the expiration date of the term of such Paired Option.

         (d)  Death Following Termination of Employment or Service.  Subject to
paragraph (e) below and unless otherwise specified in the Agreement relating to
a Paired Option, if an optionee dies during the one-year period following
termination of employment or service by reason of Disability, or if an optionee
dies during the three-month period following termination of employment or
service for any other reason other than Disability or Cause (or, in each case,
such other period as the Committee may specify in the Agreement relating to a
Paired Option), each Paired Option held by such optionee shall be exercisable
only to the extent that such Paired Option is exercisable on the date of such
optionee's death and may thereafter be exercised by such optionee's executor,
administrator, legal representative, beneficiary or similar person, as the case
may be, until and including the earliest to occur of (i) the date which is
three





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months (or such other period as set forth in the Agreement relating to such
Paired Option) after the date of death and (ii) the expiration date of the term
of such Paired Option.

         (e)  Termination of Employment - Incentive Share Options. Unless
otherwise specified in the Agreement relating to a Paired Option which includes
a Corporation Share Option designated as an incentive share option, if the
employment with the Corporation of a holder of such a Paired Option terminates
by reason of Permanent and Total Disability (as defined in Section 22(e)(3) of
the Code) or death, each such Paired Option shall be fully exercisable and may
thereafter be exercised by such optionee (or such optionee's executor,
administrator, legal representative, beneficiary or similar person, as the case
may be) until and including the earliest to occur of (i) the date which is one
year (or such shorter period as set forth in the Agreement relating to such
Paired Option) after the effective date of such optionee's termination of
employment by reason of Permanent and Total Disability or date of death, as the
case may be, and (ii) the expiration date of the term of such Paired Option.

                 Unless otherwise specified in the Agreement relating to a
Paired Option which includes a Corporation Share Option designated as an
incentive share option, if the employment with the Corporation of a holder of
such a Paired Option terminates for Cause, each such Paired Option, whether or
not then exercisable, shall terminate automatically on the effective date of
such optionee's termination of employment.

                 If the employment with the Corporation of a holder of a Paired
Option which includes a Corporation Share Option designated as an incentive
share option terminates for any reason other than Permanent and Total
Disability, death or Cause, each such Paired Option shall be exercisable only
to the extent such Paired Option is exercisable on the effective date of such
optionee's termination of employment and may thereafter be exercised by such
holder (or such holder's legal representative or similar person) until and
including the earliest to occur of (i) the date which is three months after the
effective date of such optionee's termination of employment and (ii) the
expiration date of the term of such Paired Option.

                 If the holder of a Paired Option which includes a Corporation
Share Option designated as an incentive share option dies during the one-year
period following termination of employment by reason of Permanent and Total
Disability (or such shorter period as set forth in the Agreement relating to
such Paired Option), or if the holder of such a Paired Option dies during the
three-month period following termination of employment for any reason other
than Permanent and Total Disability or Cause, each such Paired Option held by
such optionee shall be exercisable only to the extent such Paired Option is
exercisable





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on the date of the optionee's death and may thereafter be exercised by the
optionee's executor, administrator, legal representative, beneficiary or
similar person until and including the earliest to occur of (i) the date which
is three months after the date of death and (ii) the expiration date of the
term of such Paired Option.


                 III.  CERTAIN PROVISIONS RELATING TO DIRECTORS

3.1   ELIGIBILITY.  Each Director shall be granted Paired Options in accordance
with this Section III.  All Corporation Share Options and Trust Share Options
included in the Paired Options granted under this Section III shall constitute
non-qualified share options.

3.2   GRANTS OF PAIRED OPTIONS.  Each Director shall be granted Paired Options
as follows:

         (a)  Time of Grant.  On the date of the effectiveness of the
Corporation's first public offering of Corporation Shares which occurs
subsequent to the adoption of this Plan by the Board and prior to June 30,
1996, and on June 30 of each calendar year beginning in 1996 (or, if later, on
the date on which a person is first elected to serve as a Director), each
person who is a Director on such date, including each person who has been
elected a Director as of such date but who will not begin to serve as a
Director until a later date, shall be granted a Paired Option to purchase 6,000
Paired Shares (which amount shall be pro-rated if such person is first elected
to serve as a Director on a date other than such effective date or June 30 of a
calendar year, as the case may be) at a purchase price per Paired Share equal
to 100% of the fair market value of a Paired Share on the date of grant of such
Paired Option; provided, however, that the portion of the purchase price of a
Paired Share which is attributable to a Corporation Share shall be 100% of the
fair market value of a Corporation Share on the date of grant of such Paired
Option and the portion of the purchase price of a Paired Share which is
attributable to a Trust Share shall be 100% of the fair market value of a Trust
Share on the date of grant of such Paired Option.

         (b)  Option Period and Exercisability.  Each Paired Option granted
under this Article III shall be fully exercisable on and after its date of
grant, shall expire ten years after its date of grant (notwithstanding
termination of service as a Director for any reason prior to such ten-year
anniversary date) and may be exercised in whole or in part only with respect to
whole Paired Shares.  Paired Options granted under this Article III shall be
exercisable in accordance with Section 2.2(c).





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         (c)  Death.  If a Director dies while a Paired Option is outstanding,
such Paired Option may thereafter be exercised by such Director's executor,
administrator, legal representative, beneficiary or similar person, as the case
may be, until and including the expiration date of the term of such Paired
Option.


                                  IV.  GENERAL

4.1   EFFECTIVE DATE AND TERM OF PLAN.  This Plan shall be submitted to the
shareholders of the Corporation for approval within one year after the date of
approval by the Board and, if approved by a majority of all the votes cast at a
meeting of shareholders at which a quorum is present, shall become effective as
of the date of approval by the Board.  No Paired Option may be exercised prior
to the date of such shareholder approval.  This Plan shall terminate ten years
after its effective date unless terminated earlier by the Board.  Termination
of this Plan shall not affect the terms or conditions of any Paired Option
granted prior to termination.

         Paired Options may be granted hereunder at any time prior to the
termination of this Plan, provided that no Paired Option may be granted later
than ten years after the effective date of this Plan.  In the event that this
Plan is not approved by the shareholders of the Corporation within one year
after the date of approval by the Board, this Plan and any Paired Options
granted hereunder shall be null and void.

4.2   AMENDMENTS.  The Board may amend this Plan as it shall deem advisable,
subject to any requirement of shareholder approval required by applicable law,
rule or regulation including Rule 16b-3 under the Exchange Act and Sections
162(m) and 422 of the Code; provided, however, that the number of Paired Shares
subject to a Paired Option granted to Directors pursuant to Article III, the
purchase price therefor, the date of grant of any such Paired Option, and the
category of persons eligible to be granted such Paired Options shall not be
amended more than once every six months, other than to comply with changes in
the Code and the Employee Retirement Income Security Act of 1974, as amended,
or the rules and regulations thereunder; and provided further, that any
amendment with respect to the persons eligible to participate in this Plan or
the number of Paired Shares available for grants of Paired Options under this
Plan shall not be effective without shareholder approval of such amendment
within 12 months before or after the date such amendment is approved by the
Board.  No amendment may impair the rights of a holder of an outstanding Paired
Option without the consent of such holder.

4.3   AGREEMENT.  No Paired Option may be exercised until an Agreement is
executed by the Corporation and the optionee and, upon execution by the
Corporation and the optionee and delivery





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of the Agreement to the Corporation, such Paired Option shall be effective as
of the effective date set forth in the Agreement.

4.4       NON-TRANSFERABILITY.  No Paired Option hereunder shall be
transferable other than (i) by will or the laws of descent and distribution or
pursuant to beneficiary designation procedures approved by the Corporation or
(ii) in the case of a Paired Option which does not include a Corporation Share
Option designated as an incentive share option, as otherwise permitted under
Rule 16b-3 under the Exchange Act as set forth in the Agreement relating to
such Paired Option.  Except to the extent permitted by the foregoing sentence,
each Paired Option may be exercised during the optionee's lifetime only by the
optionee or the optionee's legal representative or similar person.  Except as
permitted by the second preceding sentence, no Paired Option shall be sold,
transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed
of (whether by operation of law or otherwise) or be subject to execution,
attachment or similar process.  Upon any attempt to so sell, transfer, assign,
pledge, hypothecate, encumber or otherwise dispose of any Paired Option such
Paired Option and all rights thereunder shall immediately become null and void.

4.5       TAX WITHHOLDING.  The Corporation shall have the right to require,
prior to the delivery of any Paired Shares, payment by the optionee of any
Federal, state, local or other taxes which may be required to be withheld or
paid in connection with a Paired Option hereunder.  An Agreement may provide
that the optionee may satisfy any such obligation by any of the following
means:  (A) a cash payment to the Corporation, (B) delivery to the Corporation
of previously owned whole Paired Shares (which the optionee has held for at
least six months prior to the delivery of such Paired Shares or which the
optionee purchased on the open market and for which the optionee has good
title, free and clear of all liens and encumbrances) having an aggregate fair
market value, determined as of the date the obligation to withhold or pay taxes
arises in connection with the Paired Option (the "Tax Date"), equal to the
amount necessary to satisfy any such obligation, (C) a cash payment by a
broker-dealer acceptable to the Corporation to whom the optionee has submitted
an irrevocable notice of exercise or (D) any combination of (A) and (B), in
each case to the extent set forth in the Agreement relating to the Paired
Option; provided, however, that the Committee shall have sole discretion to
disapprove of an election pursuant to any of clauses (B)-(D) and that in the
case of an optionee who is subject to Section 16 of the Exchange Act, the
Corporation may require that the method of satisfying any such obligation be in
compliance with Section 16 and the rules and regulations thereunder.  An
Agreement may provide for Paired Shares to be delivered having a fair market
value in excess of the minimum amount required to be withheld, but not in
excess of the amount determined by applying the optionee's maximum marginal





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tax rate.  Any fraction of a Paired Share which would be required to satisfy
such an obligation shall be disregarded and the remaining amount due shall be
paid in cash by the optionee.

4.6       RESTRICTIONS ON PAIRED SHARES.  Each Paired Option hereunder shall be
subject to the requirement that if at any time the Corporation determines that
the listing, registration or qualification of the Paired Shares subject to such
Paired Option upon any securities exchange or under any law, or the consent or
approval of any governmental body, or the taking of any other action is
necessary or desirable as a condition of, or in connection with, the delivery
of Paired Shares thereunder, such Paired Shares shall not be delivered unless
such listing, registration, qualification, consent, approval or other action
shall have been effected or obtained, free of any conditions not acceptable to
the Corporation.  The Corporation may require that certificates evidencing
Paired Shares delivered pursuant to any Paired Option bear a legend indicating
that the sale, transfer or other disposition thereof by the holder is
prohibited except in compliance with the Securities Act of 1933, as amended,
and the rules and regulations thereunder.

         Notwithstanding any other provision hereunder, no Paired Option
hereunder shall be exercisable if, as a result of either the ability to
exercise or the exercise of such Paired Option, the Trust would not satisfy the
REIT Requirements in any respect.  For purposes of the preceding sentence,
"REIT Requirements" shall mean the requirements for the Trust to (i) qualify as
a real estate investment trust under the Code and the rules and regulations
promulgated thereunder, (ii) retain its status as grandfathered pursuant to
Section 132(c)(3) of the Deficit Reduction Act of 1984 and (iii) retain the
benefits of that certain private letter ruling issued by the Internal Revenue
Service to the Trust dated as of January 4, 1980.

4.7   ADJUSTMENT.  In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Paired Shares other than a regular
cash dividend, the number and class of securities available under this Plan,
the number and class of securities subject to each outstanding Paired Option,
the purchase price per security, and the number of securities subject to each
Paired Option to be granted to Directors pursuant to Article III shall be
appropriately adjusted by the Committee, such adjustments to be made in the
case of outstanding Paired Options without an increase in the aggregate
purchase price.  The decision of the Committee regarding any such adjustment
shall be final, binding and conclusive.  If any adjustment would result in a
fractional security being (i) available under this Plan, such fractional
security shall be disregarded, or (ii) subject to a Paired Option





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<PAGE>   13
under this Plan, the Company shall pay the optionee, in connection with the
first exercise of the Paired Option in whole or in part, occurring after such
adjustment, an amount in cash determined by multiplying (A) the fraction of
such security (rounded to the nearest hundredth) by (B) the excess, if any, of
(x) the fair market value of a Paired Share on the exercise date over (y) the
exercise price of the Paired Option.

         With respect to any optionee who is subject to Section 16 of the
Exchange Act and notwithstanding the exercise periods set forth in paragraphs
(a), (c) and (d) of Section 2.3, paragraph (b) of Section 3.2 or as set forth
pursuant to such paragraphs in any Agreement to which such optionee is a party
(or as may be set forth in any Agreement pursuant to paragraph (b) of Section
2.3), in the event (i) the Corporation is involved in a business combination
which is intended to be treated as a pooling of interests for financial
accounting purposes (a "Pooling Transaction") or pursuant to which such
optionee receives a substitute option to purchase securities of any entity,
including an entity directly or indirectly acquiring the Corporation, and (ii)
such optionee's employment with the Corporation or service as a Director is
terminated during the nine-month period beginning three months prior to the
consummation of such business combination, then each Paired Option (or option
in substitution thereof) held by such optionee shall be exercisable to the
extent set forth in such paragraphs until and including the latest of (x) the
date set forth pursuant to the then applicable paragraph of Section 2.3 or 3.2,
as the case may be, (y) the date which is six months and one day after the
consummation of such business combination and (z) the date which is ten
business days after the date of expiration of any period during which such
optionee may not dispose of a security issued in the Pooling Transaction in
order for the Pooling Transaction to be accounted for as a pooling of
interests.

4.8  NO RIGHT OF PARTICIPATION OR EMPLOYMENT.  No person shall have any right
to participate in this Plan.  Neither this Plan nor any Paired Option granted
hereunder shall confer upon any person any right to continued employment by the
Corporation, any subsidiary or any affiliate of the Corporation or affect in
any manner the right of the Corporation, any subsidiary or any affiliate of the
Corporation to terminate the employment of any person at any time without
liability hereunder.

4.9  RIGHTS AS SHAREHOLDER.  No person shall have any rights as a shareholder
of the Corporation with respect to any Corporation Shares or Trust Shares which
are subject to a Paired Option hereunder until such person becomes a
shareholder of record with respect to such Corporation Shares and Trust Shares.

4.10  DESIGNATION OF BENEFICIARY.  If permitted by the Corporation, an optionee
may file with the Committee a written





                                      -13-
<PAGE>   14
designation of one or more persons as such optionee's beneficiary or
beneficiaries (both primary and contingent) in the event of the optionee's
death.  To the extent an outstanding Paired Option granted hereunder is
exercisable, such beneficiary or beneficiaries shall be entitled to exercise
such Paired Option.

         Each beneficiary designation shall become effective only when filed in
writing with the Committee during the optionee's lifetime on a form prescribed
by the Committee.  The spouse of a married optionee domiciled in a community
property jurisdiction shall join in any designation of a beneficiary other than
such spouse.  The filing with the Committee of a new beneficiary designation
shall cancel all previously filed beneficiary designations.

         If an optionee fails to designate a beneficiary, or if all designated
beneficiaries of an optionee predecease the optionee, then each outstanding
Paired Option hereunder held by such optionee, to the extent exercisable, may
be exercised by such optionee's executor, administrator, legal representative
or similar person.

4.11   GOVERNING LAW.  This Plan, each Paired Option hereunder and the related
Agreement, and all determinations made and actions taken pursuant thereto, to
the extent not otherwise governed by the Code or the laws of the United States,
shall be governed by the laws of the State of California and construed in
accordance therewith without giving effect to principles of conflicts of laws.

4.12   TERMINATION OF PAIRING AGREEMENT.  Notwithstanding anything in this Plan
to the contrary, if at any time the Agreement dated June 25, 1980, by and
between the Corporation and the Trust, pursuant to which Corporation Shares and
Trust Shares are paired on a share-for-share basis, is terminated for any
reason and as a result of such termination Corporation Shares and Trust Shares
no longer are required to be transferred together, then concurrently with such
termination (i) Paired Options will no longer be granted hereunder; (ii) only
Corporation Share Options may thereafter be granted hereunder; (iii) each then
outstanding Paired Option shall constitute a wholly separate and independent
Corporation Share Option and Trust Share Option and the Corporation, in its
discretion, may require that each Agreement evidencing a Paired Option be
returned to the Corporation for cancellation in exchange for separate
agreements evidencing the Corporation Share Option and Trust Share Option
subject to such Paired Option; (iv) Corporation Share Options and Trust Share
Options shall no longer be required to be exercised, terminated, cancelled,
forfeited, transferred or otherwise disposed of together; and (v) the "fair
market value" and the "closing price" of the Corporation Shares and Trust
Shares as used herein shall thereafter be deemed to refer, respectively, to





                                      -14-
<PAGE>   15
the fair market value and the closing price of a Corporation Share and a Trust
Share.





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