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                                                                   Exhibit 10.51


                            EXCHANGE RIGHTS AGREEMENT
                      (CLASS B OPERATING PARTNERSHIP UNITS)

                  THIS EXCHANGE RIGHTS AGREEMENT (this "Agreement") is made as
of January 2, 1998 among STARWOOD LODGING CORPORATION, a Maryland Corporation
(the "Corporation"), SLC OPERATING LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Operating Partnership"), and certain limited partners of the
Operating Partnership listed on the signature pages hereto (the "OP Limited
Partners"). Unless otherwise indicated, capitalized terms used herein are used
herein as defined in Section 1.

                  WHEREAS, pursuant to a Transaction Agreement dated as of
September 8, 1997 (the "Transaction Agreement") among WHWE L.L.C., Woodstar
Investor Partnership, Nomura Asset Capital Corporation, Juergen Bartels, W&S
Hotel L.L.C., Westin Hotels & Resorts Worldwide, Inc., W&S Lauderdale Corp., W&S
Seattle Corp., Westin St. John Hotel Company, Inc., W&S Denver Corp., W&S
Atlanta Corp., the Trust, SLT Realty Limited Partnership, Starwood Lodging
Corporation and SLC Operating Limited Partnership, the OP Limited Partners are
making capital contributions to the Operating Partnership in return for the
issuance of Class B Operating Partnership Units ("Class B OP Units");

                  WHEREAS, pursuant to the Transaction Agreement the parties
hereto are entering into this Agreement to provide for: (a) certain rights of OP
Limited Partners to tender Class B OP Units to the Corporation on or prior to
the Cross-Over Date (as defined herein) in exchange for shares of Class B EPS
(as defined herein) and (b) certain rights of OP Limited Partners to tender
Class B OP Units to the Corporation at any time in exchange for Paired Shares
(as defined herein), subject in either such case to certain rights of the
Corporation to substitute cash or other forms of consideration for such shares
of Class B EPS or Paired Shares or to cause the Operating Partnership to redeem
the Class B OP Units being tendered for cash, all on the terms and conditions
set forth herein;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth herein, the parties hereto agree as follows:

                  SECTION 1.  DEFINITIONS.  For purposes of this Agreement, the
following terms have the meanings indicated:

                  "Board of Directors" shall mean the Board of Directors of the
         Corporation or any committee authorized by the Board of Directors from
         time to time to exercise any of its powers or perform any of its
         responsibilities with respect to this Agreement.
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                  "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which state or federally chartered banking
         institutions in New York, New York are not required to be open.

                  "Cash Equivalent" of Paired Shares as of any date shall mean
         an amount of cash equal to (i) the average of the daily Current Market
         Prices per unit of such Paired Shares during the five (5) consecutive
         Trading Days immediately preceding such date or (ii) if the Paired
         Shares are not publicly traded on such date, the fair market value of
         such Paired Shares as of such date as determined by the Board of
         Directors in good faith.

                  "Certificate of Admission" shall mean the Certificate of
         Admission of SLC Operating Limited Partnership dated as of January 1,
         1998 pursuant to which the Class B OP Units were authorized.

                  "Class A Articles Supplementary" shall mean Article 6.15 of
         the Declaration pursuant to which the Trust has classified and
         designated 30,000,000 shares of beneficial interest in the Trust as
         "Class A Exchangeable Preferred Shares", as hereafter amended from time
         to time.

                  "Class A EPS" means the Class A Exchangeable Preferred Shares,
         par value $0.01 per share, created by the Class A Articles
         Supplementary.

                  "Class B Articles Supplementary" shall mean Article 6.16 of
         the Declaration pursuant to which the Trust has classified and
         designated 15,000,000 shares of beneficial interest in the Trust as
         "Class B Exchangeable Preferred Shares", as hereafter amended from time
         to time.

                  "Class B EPS" shall mean the Class B Exchangeable Preferred
         Shares, par value $0.01 per share, of the Trust created pursuant to the
         Class B Articles Supplementary.

                  "Class B EPS Cash Option" shall have the meaning set forth in
         paragraph (a)(ii) of Section 3 hereof.

                  "Class B EPS Delivery Option" shall have the meaning set forth
         in paragraph (a)(ii) of Section 3 hereof.

                  "Class B EPS Redemption Option" shall have the meaning set
         forth in paragraph (a)(ii) of Section 3 hereof.

                  "Class B EPS Request" shall have the meaning set forth in
         paragraph (a) of Section 2 hereof.

                  "Class B Liquidation Preference" shall have the meaning



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         set forth in paragraph (b) of Article 6.16.4 of the Declaration.

                  "Code" shall mean the Internal Revenue Code of 1986, as
         amended.

                  "Corporation" shall mean Starwood Lodging Corporation,
         a Maryland corporation, and any successor.

                  "Corporation Shares" shall mean the shares of common stock,
         par value $.01 per share, of the Corporation or any stock of the
         Corporation into which such common stock may hereafter be changed.

                  "Cross-Over Date" shall mean the fifth anniversary of the
         Issue Date; provided that in the event that the CrossOver Date referred
         to in the Declaration is extended pursuant to Article 6.16.9 thereof,
         the Cross-Over Date for the purposes of this Agreement shall be
         similarly extended.

                  "Current Market Price" of publicly traded Paired Shares or any
         other shares of beneficial interest or other securities of the Trust or
         any other issuer as of any Trading Day shall mean the last reported
         sales price, regular way, on such day, or, if no sale takes place on
         such day, the average of the reported closing bid and asked prices on
         such day, regular way, in either case as reported on the NYSE or, if
         such shares or other securities are not listed or admitted for trading
         on the NYSE, on the principal national securities exchange on which
         such shares or other securities are listed or admitted for trading or,
         if not listed or admitted for trading on any national securities
         exchange, on the NASDAQ National Market or, if such shares or other
         securities are not quoted on such NASDAQ National Market, the average
         of the closing bid and asked prices on such day in the over-the-counter
         market as reported by NASDAQ or, if bid and asked prices for such
         shares or other securities on such day shall not have been reported
         through NASDAQ, the average of the bid and asked prices on such day as
         furnished by any NYSE member firm regularly making a market in such
         security selected for such purpose by the Chief Executive Officer or
         Chief Financial Officer of the Trust or the Board of Directors.

                  "Declaration" shall mean the Amended and Restated Declaration
         of Trust of the Trust, as amended from time to time.

                  "Delivered Shares" shall have the meaning set forth in
         paragraph (e) of Section 3 hereof.

                  "Disinterested Members" when used with respect to the


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

                  "Election Notice" shall have the meaning set forth in
         paragraph (a) of Section 3 hereof.

                  "Excess Shares" shall have the meaning set forth in paragraph
         (e) of Section 3 hereof.

                  "Exchange Promissory Note" shall mean an unsecured promissory
         note of the Corporation in such form as the Corporation shall
         reasonably prescribe with a maturity date ninety (90) days after the
         date of issuance of such note. Such Exchange Promissory Note shall bear
         interest in a amount equal to (i) in the case of the substitution of an
         Exchange Promissory Note for Paired Shares constituting Excess Shares
         pursuant to Section 3(e) hereof, the amount of any dividends paid
         during the period that such note remains outstanding on a number of
         Paired Shares equal to the number of Paired Shares for which such
         Exchange Promissory Note is being substituted and (ii) in the case of
         the substitution of an Exchange Promissory Note for any shares of Class
         B EPS constituting Excess Shares pursuant to such Section, the amount
         of any dividends accrued (whether or not paid) during the period that
         such note remains outstanding on a number of shares of Class B EPS
         equal to the number of shares of Class B EPS for which such Exchange
         Promissory Note is being substituted, which interest shall be payable
         on the dates of payment of the corresponding dividends.

                  "Exchange Ratio" shall have the meaning set forth in paragraph
         (b) of Section 3 hereof.

                  "Issue Date" shall mean the first date on which shares of
         Class A EPS and Class B EPS are issued by the Trust pursuant to the
         Transaction Agreement.

                  "Letter of Transmittal" shall have the meaning set forth in
         paragraph (a) of Section 2 hereof.

                  "NYSE" shall mean the New York Stock Exchange.

                  "Offered Shares" shall have the meaning set forth in paragraph
         (e) of Section 3 hereof.

                  "OP Special Distribution" shall have the meaning set forth in
         paragraph (f) of Section 3 hereof.

                  "Ownership Limit" shall have the meaning set forth in
         Section 6.12 of the Declaration.


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                  "Paired Shares" shall mean units consisting of one Trust Share
         paired with one Corporation Share and represented by a single share
         certificate, as provided in the Pairing Agreement dated as of June 25,
         1980, between the Trust and the Corporation, as amended from time to
         time, subject to any changes in the securities constituting a unit of
         Paired Shares under such Pairing Agreement from time to time.

                  "Paired Shares Delivery Option" shall have the meaning set
         forth in paragraph (a)(i) of Section 3 hereof.

                  "Paired Shares Cash Option" shall have the meaning set forth
         in paragraph (a)(i) of Section 3 hereof.

                  "Paired Shares Redemption Option" shall have the meaning set
         forth in paragraph (a)(i) of Section 3 hereof.

                  "Paired Shares Request" shall have the meaning set forth in
         paragraph (a) of Section 2 hereof.

                  "Person" shall mean any individual, firm, partnership,
         corporation, limited liability company or other entity, and shall
         include any successor (by merger or otherwise) of such entity.

                  "Registered Sale Option" shall have the meaning set forth in
         paragraph (e) of Section 3 hereof.

                  "REIT Rules" shall mean the requirements (i) for the Trust to
         qualify as a real estate investment trust under the Code as set forth
         in Sections 856(a)(5) and 856(a)(6) of the Code and (ii) for the
         Corporation or any affiliate of the Corporation which is a tenant of
         the Trust to not be treated as a related party pursuant to Section
         856(d)(2)(B) of the Code.

                  "Requested Shares" shall have the meaning set forth in
         paragraph (d) of Section 3 hereof.

                  "Securities Act" shall mean the Securities Act of 1933,
         as amended.

                  "SLC Limited Partnership Agreement" shall mean the second
         amended and restated limited partnership agreement of SLC operating
         limited partnership entered into on November 14, 1997 by and among
         Starwood Lodging Corporation, a Maryland corporation, as General
         Partner and the persons whose names are set forth in exhibits A and A-1
         thereof, as limited partners, pursuant to the provisions of the
         Delaware Revised Uniform Limited Partnership Act.


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                  "Trading Day" with respect to publicly traded Paired Shares or
         any other shares of beneficial interest or other securities of the
         Trust or any other issuer shall mean any day on which the securities in
         question are traded on the NYSE, or if such securities are not listed
         or admitted for trading on the NYSE, on the principal national
         securities exchange on which such securities are listed or admitted, or
         if not listed or admitted for trading on any national securities
         exchange, on the NASDAQ National Market, or if such securities are not
         quoted on such NASDAQ National Market, in the applicable securities
         market in which such securities are traded.

                  "Transaction Agreement" shall have the meaning set forth in
         the Recitals.

                  "Transfer Agent" shall mean ChaseMellon Shareholder Services,
         L.L.C. (or any successor thereof), or such other agent or agents of the
         Trust as may be designated by the Board of Trustees of the Trust or
         their designee as the transfer agent for the Class B EPS and/or the
         Paired Shares.

                  "Trust" shall mean Starwood Lodging Trust, a Maryland real
         estate investment trust, and any successor.

                  "Trust Shares" shall mean the common shares of beneficial
         interest in the Trust, par value $.01 per share, or any shares of
         beneficial interest in the Trust into which such common shares may be
         changed.

                  "Westin Transaction Securities" shall mean, with respect to a
         holder of Class B OP Units or an affiliate thereof, any shares of Class
         A EPS, shares of Class B EPS, Class A RP Units and Starwood Operating
         Partnership Units (as defined in the Transaction Agreement) received by
         such holder or affiliate pursuant to the Transaction Agreement,
         together with any shares of Class B EPS, Class A EPS or Paired Shares
         (or other securities) issued upon exchange or conversion of any such
         Westin Transaction Securities.

                  SECTION 2. RIGHT TO TENDER CLASS B OP UNITS. (a) Upon the
terms and subject to the conditions of this Agreement, each registered holder of
Class B OP Units will have the right to tender outstanding Class B OP Units to
the Corporation. In order for Class B OP Units to be validly tendered pursuant
to this Agreement, the registered holder thereof shall deliver to the
Corporation, at the address provided pursuant to Section 9 , (i) a completed and
duly executed Letter of Transmittal in the form attached hereto as Exhibit A
(the "Letter of Transmittal") and any other documents required by the Letter of
Transmittal and

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(ii) a certificate (duly executed on behalf of such holder by an officer,
partner, manager or other duly authorized representative of such holder, if such
registered holder is not an individual) setting forth (A) the number of Trust
Shares and Corporation Shares held directly by such holder, and in the case of
WHWE L.L.C. ("WHWE"), held by Whitehall Real Estate Limited Partnership
("Whitehall"), GS Capital Partners, L.P. ("GSCP") or The Goldman Sachs Group,
L.P. (other than shares held in "street name" for third parties or shares held
in accounts for unaffiliated third parties) and (B) the number of partners in
Whitehall or GSCP with a 25% or greater interest in the profits or capital of
Whitehall or GSCP, respectively. In addition, in the event of a tender of Class
B OP Units by WHWE, the Corporation may deliver to WHWE a list of the
Corporation's ten largest stockholders, in which event, WHWE shall certify to
the Corporation the identity of any such stockholders that are directly partners
of Whitehall or GSCP in a partnership in which WHWE or GSCP and such stockholder
are both partners with a 25% or greater interest in the profits and capital of
such partnership. In such Letter of Transmittal, the holder of the Class B OP
Units being tendered shall specify which Class B OP Units such holder desires to
exchange for Paired Shares (a "Paired Shares Request") and which Class B OP
Units such holder desires to exchange for shares of Class B EPS (a "Class B EPS
Request"); provided that no Class B EPS Request may be made unless the Letter of
Transmittal is delivered to the Corporation on or prior to the Cross-Over Date.
The Corporation shall make all determinations as to the validity and form of any
tender of Class B OP Units in accordance with the provisions of this Agreement
and upon rejection of a tender shall give the tendering holder written notice of
such rejection, which shall include the reasons therefor.

                  (b) Unless otherwise determined by agreement of the
Corporation, tenders of Class B OP Units pursuant to this Agreement shall be
irrevocable and shall not be subject to withdrawal or modification; provided
that in the event that the issuance of the full number of Requested Shares
pursuant to any tender of Class B OP Units would violate either the Ownership
Limit or the REIT Rules and either (i) the Corporation elects pursuant to
Section 3(d) below to deliver an Exchange Promissory Note in substitution for
any Excess Shares or (ii) the Corporation exercises the Registered Sale Option
with respect to any such Excess Shares, the holder of the Class B OP Units
tendered will have the right to withdraw his or her Letter of Transmittal as to
the Excess Shares for which such Exchange Promissory Note is proposed to be
substituted or with respect to which such Registered Sale Option is being
exercised, which withdrawal must be made by written notice to the Corporation
within ten (10) Business Days after receipt of the applicable Election Notice.

                  (c)  The rights to exchange Class B OP Units pursuant



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to this Agreement constitute a continuous offer and may not be withdrawn,
amended or modified by the Corporation without the prior written consent of each
registered holder of outstanding Class B OP Units adversely affected by such
withdrawal, amendment or modification; provided that any withdrawal, amendment
or modification that does not adversely affect any holder of outstanding Class B
OP Units may be effected without the consent of such holder.

                  SECTION 3. ACCEPTANCE OF TENDER; DELIVERY OF ELECTION NOTICE.
(a) Subject to paragraph (c) below, as promptly as practicable (and in any event
within ten (10) Business Days) after receipt of a Letter of Transmittal and all
related documents and certifications, the Corporation shall elect, pursuant to
an election notice given to the registered holder who delivered such Letter of
Transmittal to the Corporation (an "Election Notice"), to take one or more of
the following actions with respect to the Class B OP Units subject to such
Letter of Transmittal:


                  (i) with respect to any such Class B OP Units for which a
         Paired Shares Request has been made, the Corporation shall elect either
         (A) to issue to the registered holder a number of Paired Shares equal
         to the number of such Class B OP Units (including procuring the
         issuance by the Trust of the Trust Shares component of such Paired
         Shares) (the "Paired Shares Delivery Option"), (B) to pay to such
         holder the Cash Equivalent of such Paired Shares determined as of the
         date of such Election Notice (the "Paired Shares Cash Option"), (C) to
         cause the Operating Partnership to redeem such Class B OP Units for a
         cash redemption price equal to such Cash Equivalent of such Paired
         Shares (the "Paired Shares Redemption Option") or (D) any combination
         of the actions described in the foregoing clauses (A), (B) and (C); and

                  (ii) with respect to any Class B OP Units for which a Class B
         EPS Request has been made, the Corporation shall elect either (A) to
         procure the issuance by the Trust, to the registered holder a number of
         shares of Class B EPS equal to the number of such Class B OP Units
         multiplied by the Exchange Ratio (as determined pursuant to paragraph
         (b) below) in effect as of the date of such Election Notice (the "Class
         B EPS Delivery Option"), (B) to pay to such registered holders an
         amount in cash equal to the Class B Liquidation Preference of such
         shares of Class B EPS at such time (the "Class B EPS Cash Option"), (C)
         to cause the Operating Partnership to redeem such Class B OP Units for
         a cash redemption price equal to such Class B Liquidation Preference of
         such shares of Class B EPS at such time (the "Class B EPS Redemption
         Option") or (D) any combination of



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         the actions described in the foregoing clauses (A), (B) and (C).

                  (b) The "Exchange Ratio" of shares of Class B EPS for each
Class B OP Unit at any time shall be equal to one (1) divided by the number of
Class B Underlying Paired Shares (as defined in the Class B Articles
Supplementary) for which each share of Class B EPS is then indirectly
exchangeable as of such date (determined without taking into consideration any
Class A Dividend Replacement Shares or Class B Dividend Replacement Shares, as
defined in the Class A Articles Supplementary and Class B Articles
Supplementary, respectively).

                  (c) (i) If, at any time after the Issue Date, the Trust or the
         Corporation shall become a party to any transaction, including, without
         limitation, a merger, consolidation, statutory share exchange, self
         tender offer for all or substantially all outstanding Trust Shares
         and/or Corporation Shares, sale of all or substantially all of the
         Trust's or the Corporation's assets or recapitalization of the Trust
         Shares and/or the Corporation Shares (but excluding any event
         constituting a Trust Common Adjustment Event or a Corporation Common
         Adjustment Event) (each of the foregoing being referred to herein as a
         "Paired Shares Transaction"), in each case as a result of which the
         outstanding Trust Shares and/or Corporation Shares shall be converted
         into or exchanged for the right to receive stock, securities or other
         property (including cash or any combination thereof), effective as of
         the effective date of such Paired Shares Transaction, each unit of
         Paired Shares issuable upon tender of Class B OP Units hereunder shall
         thereafter be deemed to consist of the kind and amount of shares of
         beneficial interest in the Trust, shares of stock of the Corporation
         and other securities and property (including cash or any combination
         thereof) that would have been held or receivable upon the consummation
         of such Paired Shares Transaction by a holder of a number of Paired
         Shares equal to the number of Class B OP Units so tendered assuming
         such holder of Paired Shares (A) is not a Person with which the Trust
         or the Corporation consolidated or into which the Trust or the
         Corporation was merged or which merged into the Trust or the
         Corporation or to which such sale or transfer was made, as the case may
         be (a "constituent person"), or an affiliate of a Constituent Person
         and (B) failed to exercise his or her rights of election, if any, as to
         the kind or amount of stock, securities and other property (including
         cash) receivable upon such Paired Shares Transaction (provided that if
         the kind or amount of stock, securities and other property (including
         cash) receivable upon such Paired Shares Transaction is not the same
         for each unit of Paired Shares held immediately prior to such Paired
         Shares Transaction by other than a constituent person or an



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         affiliate thereof and in respect of which such rights of election shall
         not have been exercised ("Non-Electing Shares"), then for the purposes
         of this subparagraph (ii) the kind and amount of stock, securities and
         other property (including cash) receivable upon such Paired Shares
         Transaction in respect of each Non-Electing Share shall be deemed to be
         the kind and amount so receivable per share by a plurality of the
         Non-Electing Shares). The provisions of this paragraph (i) shall
         similarly apply to successive Paired Shares Transactions.

                  (ii) If, at any time after the Issue Date, the Trust shall
become a party to any transaction, including, without limitation, a merger,
consolidation, statutory share exchange, self tender offer for all or
substantially all outstanding Trust Shares, sale of all or substantially all of
the Trust's assets or recapitalization of the Class B EPS (each of the foregoing
being referred to herein as a "Class B Transaction"), in each case as a result
of which the outstanding shares of Class B EPS shall be converted into or
exchanged for the right to receive stock, securities or other property
(including cash or any combination thereof), effective as of the effective date
of such Class B Transaction, each share of Class B EPS issuable upon tender of
Class B OP Units shall thereafter be deemed to consist of the kind and amount of
shares of stock and other securities and property (including cash or any
combination thereof) that would have been held or receivable upon the
consummation of such Class B Transaction by a holder of a number of shares of
Class B EPS equal to the number of Class B OP Units being tendered, assuming
such holder of shares of Class B EPS (A) is not a Person with which the Trust
consolidated or into which the Trust was merged or which merged into the Trust
or to which such sale or transfer was made, as the case may be, or an affiliate
of such a constituent person and (B) failed to exercise his or her rights of
election, if any, as to the kind or amount of stock, securities an other
property (including cash) receivable upon such Class B Transaction (provided
that if the kind or amount of stock, securities and other property (including
cash) receivable upon such Class B Transaction is not the same for each share of
Class B EPS held immediately prior to such Class B Transaction by other than a
constituent person or an affiliate thereof and in respect of which such rights
of election shall not have been exercised, then for the purposes of this
subparagraph (ii) the kind and amount of stock, securities and other property
(including cash) receivable upon such Class B Transaction by each Non-Electing
Share shall be deemed to be the kind and amount so receivable per share by a
plurality of the Non-Electing Shares). The provisions of this paragraph (ii)
shall similarly apply to successive Class B Transactions.

                  (d) Notwithstanding any other provision of this Agreement, no
Paired Shares or shares of Class B EPS shall be


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issued or paid in respect of any tender of Class B OP Units (i) prior to the
expiration or termination of the waiting period applicable to such issuance or
payment, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as it may be amended from time to time, or (ii) prior to the receipt of all
governmental and regulatory approvals which are required to be obtained prior to
such issuance or payment, including, without limitation, any required approvals
of the gaming authorities of the State of Nevada and of Clark County, Nevada
(the "Gaming Approvals") subject to the limitations on transfer of any interest
in the Operating Partnership as provided in Section 9.6 of the SLC Limited
Partnership Agreement.

                  (e) If the delivery to a registered holder tendering Class B
OP Units of the full number(s) of Paired Shares and/or shares of Class B EPS
requested to be delivered pursuant to the Letter of Transmittal (the "Requested
Shares") would result in a violation of either the Ownership Limit or the REIT
Rules, the Corporation may elect in the Election Notice, in lieu of the options
described in paragraph (a) above (i) to deliver to such holder the maximum
number(s) of Paired Shares and/or shares of Class B EPS, as applicable, (which
maximum numbers, in the case of a Letter of Transmittal containing both a Paired
Shares Request and a Class B EPS Request, shall represent the same percentage of
the numbers of Paired Shares and shares of Class B EPS, respectively, comprising
such Requested Shares) that may be delivered without causing such a violation
(the "Delivered Shares", with the Requested Shares in excess of the Delivered
Shares being referred to herein as the "Excess Shares") and (ii) (A) in respect
of any Paired Shares included in such Excess Shares either (1) to pay such
holder the Cash Equivalent of such Paired Shares determined as of the date of
such Election Notice, (2) to deliver to such holder an Exchange Promissory Note
in a principal amount equal to such Cash Equivalent or (3) to cause the
Operating Partnership to redeem a corresponding number of Class B OP Units for a
cash redemption price equal to such Cash Equivalent and (B) in respect of any
shares of Class B EPS included in such Excess Shares, either (1) to make a cash
payment to such holder equal to the Class B Liquidation Preference of such
shares as of such date, (2) to deliver to such holder an Exchange Promissory
Note in a principal amount equal to such Class B Liquidation Preference or (3)
to cause the Operating Partnership to redeem a corresponding number of Class B
OP Units for a cash redemption price equal to such Class B Liquidation
Preference. Notwithstanding the foregoing, in the event that the delivery of the
full number of Requested Shares pursuant to a Letter of Transmittal would
violate either the Ownership Limit or the REIT Rules because the registered
holder of Class B OP Units tendering Class B OP Units, together with such
holder's affiliates (but without giving effect to any other applicable
attribution rules under the Code), beneficially owns, at the date of the
Election Notice, Paired Shares and/or shares of Class B



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EPS other than through the ownership of Westin Transaction Securities, the
Corporation will have the option (the "Registered Sale Option"), exercisable in
the Election Notice, in lieu of delivering an Exchange Promissory Note in a
principal amount equal to the Cash Equivalent of the any Paired Shares included
in the Excess Shares or the Class B Liquidation Preference of any shares of
Class B EPS included in the Paired Shares, to procure the filing of a
registration statement under the Securities Act, and to publicly offer and sell
pursuant to such registration statement in such manner as the Corporation in
good faith determines to be appropriate (x) a number of Paired Shares equal to
the number of Paired Shares included in such Excess Shares or (y) a number of
Paired Shares equal to the number of Class B Underlying Paired Shares (as
defined in the Class B Articles Supplementary) for which the shares of Class B
EPS included in such Excess Shares are then indirectly exchangeable as of such
date (determined without taking into consideration any Class A Dividend
Replacement Shares or Class B Dividend Replacement Shares, as defined in the
Class A Articles Supplementary and Class B Articles Supplementary, respectively)
(in either such case, the "Offered Shares"), the net proceeds of which sale
(after deducting any applicable underwriting discounts or commissions and the
expenses of such offering) shall be paid to such holder.

                  (f) If, as of the date of the Election Notice given by the
Corporation with respect to any tender of Class B OP Units, there are any
accrued but unpaid OP Special Distributions (as defined in the Certificate of
Admission), then: (i) the number of shares of Class B EPS issuable in exchange
for each Class B OP Unit with respect to which a Class B EPS Request has been
made shall be increased by a number of shares equal to (A) the amount of such
accrued but unpaid OP Special Distributions divided by (B) the product of (1)
the number of Class B Underlying Paired Shares (as defined in the Class B
Articles Supplementary) for which each share of Class B EPS is then indirectly
exchangeable as of such date (determined without taking into consideration any
Class A Dividend Replacement Shares or Class B Dividend Replacement Shares, as
defined in the Class A Articles Supplementary and Class B Articles
Supplementary, respectively) multiplied by (2) the Cash Equivalent of each
Paired Share as of such date, and (ii) the number of Paired Shares issuable in
exchange for each Class B OP Unit with respect to which a Paired Shares Request
has been made shall be increased by a number of shares equal to (A) the amount
of such accrued but unpaid OP Special Distributions divided by (B) the Cash
Equivalent of each Paired Share as of such date.

                  SECTION 4. DELIVERY OF SECURITIES AND/OR CASH TO HOLDER. (a)
If the Election Notice relating to any tender of Class B OP Units pursuant to
this Agreement does not give rise to



                                      -12-
<PAGE>   13
a withdrawal right pursuant to Section 2(b) above, such Election Notice shall be
accompanied by the delivery of the Paired Shares, shares of Class B EPS and/or
cash required to be delivered pursuant to such Election Notice. If the Election
Notice does give rise to such a withdrawal right, but such right is not
exercised by the holder that delivered the related Letter of Transmittal, the
Corporation shall deliver the Paired Shares, shares of Class B EPS, Exchange
Promissory Note(s) and/or cash required to be delivered pursuant to such
Election Notice within five (5) Business Days after the expiration of such
withdrawal right.

                  (b) If the Election Notice includes the exercise of the
Registered Sale Option, the proceeds from the sale of the Offered Shares shall
be paid over to the applicable registered holder promptly upon receipt. Any cash
payable to such registered holder hereunder shall be payable at the election of
the Corporation by check or by wire transfer to an account designated in writing
by such holder, if one has been so designated.

                  (c) With respect to any Paired Shares to be issued pursuant to
an Election Notice, the Corporation shall issue and deliver (and shall cause the
Trust to issue and deliver) at the office of the Corporation (or, at the option
of the Corporation, at the office of the Transfer Agent) to the applicable
registered holder a certificate or certificates for the number of full Paired
Shares deliverable in accordance with the provisions of Section 3 above, and any
fractional interest in respect of a unit of Paired Shares otherwise deliverable
pursuant to such provisions shall be settled as provided in paragraph (d) below.
With respect to any shares of Class B EPS to be issued pursuant to an Election
Notice, the Corporation shall procure from the Trust and deliver at the office
of the Corporation (or, at the option of the Corporation, at the office of the
Transfer Agent) to the applicable registered holder a certificate or
certificates for the number of full shares of Class B EPS deliverable in
accordance with the provisions of Section 3 above, and any fractional interest
in respect of a share of Class B EPS otherwise deliverable pursuant to such
provisions shall be settled as provided in paragraph (d) below.

                  (d) No fractional units of Paired Shares or shares of Class B
EPS or scrip evidencing fractions of units of Paired Shares or shares of Class B
EPS shall be issued upon any tender of Class B OP Units pursuant to this
Agreement. Instead of any fractional interest in a unit of Paired Shares that
would otherwise be deliverable in connection with such tender, the Corporation
shall pay to the registered holder an amount in cash equal to the corresponding
fraction of the Current Market Price of the Paired Shares on the Trading Day
immediately preceding the date of the applicable Election Notice, and instead of
any


                                      -13-
<PAGE>   14
fractional interest in a share of Class B EPS that would otherwise be
deliverable in connection with such tender, the Corporation shall pay to the
registered holder an amount in cash equal to the corresponding fraction of the
product of (x) the Current Market Price of the Paired Shares on the Trading Day
immediately preceding the date of the applicable Election Notice multiplied by
(y) the number of Class B Underlying Paired Shares (as defined in the Class B
Articles Supplementary) for which each share of Class B EPS is then indirectly
exchangeable as of such date (determined without taking into consideration any
Class A Dividend Replacement Shares or Class B Dividend Replacement Shares, as
defined in the Class A Articles Supplementary and Class B Articles
Supplementary, respectively). If more than one Letter of Transmittal shall be
delivered at one time by the same registered holder, the numbers of full Paired
Shares and full shares of Class B EPS which shall be issuable upon exchange of
the Class B OP Units tendered thereby shall be computed on the basis of the
aggregate number of Class B OP Units so tendered.

                  (e) The Corporation covenants that any Paired Shares and
shares of Class B EPS issued pursuant to this Agreement will be validly issued,
fully paid and non-assessable. If a registered holder exchanges Class B OP Units
pursuant to this Agreement, the Corporation shall pay any documentary, stamp or
similar issue or transfer tax due on any issuance of Paired Shares and/or shares
of Class B EPS upon such exchange. Such holder, however, shall (i) pay to the
Corporation the amount of any additional documentary, stamp or similar issue or
transfer tax which is due (or shall establish to the satisfaction of the
Corporation the payment thereof) as a result of Paired Shares or shares of Class
B EPS being issued in a name other than the name of such holder and (ii) be
responsible for all income or other taxes as a result of such exchange.

                  (f) The Corporation shall have the right to affix to any
certificates evidencing Paired Shares or shares of Class B EPS issued pursuant
to this Agreement: (i) any restrictive legend required in order for such
issuance to be in compliance with the Securities Act and any applicable state
securities laws, (ii) if applicable, a legend referring to the transfer
restrictions provided for in Section 6.16(f) of the Transaction Agreement and
(iii) any other legend required in order to comply with any applicable law.

                  SECTION 5. IMPLEMENTATION OF REDEMPTION OPTION. In the event
that the Corporation exercises the Paired Shares Redemption Option or the Class
B EPS Redemption Option, the Corporation shall cause the Operating Partnership
to redeem the corresponding Class B OP Units as soon as practicable after the
date of the Election Notice. The cash redemption price payable to the registered
holder pursuant to such Paired Shares


                                      -14-
<PAGE>   15
Redemption Option or Class B EPS Redemption Option shall be paid by the
Operating Partnership at its election by check or by wire transfer to an account
designated in writing by such holder, if one has been so designated.

                  SECTION 6. REPRESENTATIONS OF TENDERING HOLDER. Each tender of
Class B OP Units shall constitute a representation and warranty by the tendering
holder of each of the representations and warranties set forth in the form of
Letter of Transmittal. Without limiting the generality of the foregoing, unless,
at the time of a tender for exchange of Class B OP Units pursuant to this
Agreement, a registration statement relating to any Paired Shares and/or shares
of Class B EPS to be delivered upon such tender is effective under the
Securities Act, such tender shall constitute a representation and warranty by
the tendering holder to the Corporation that such tendering holder (i) is an
"accredited investor" within the meaning of Rule 501 under the Securities Act,
(ii) has sufficient knowledge and experience in financial and business matters
and in investing in entities similar to the Operating Partnership, the
Corporation and the Trust so as to be able to evaluate the risks and merits of
its investment in the Operating Partnership and it is able financially to bear
the risks thereof, (iii) has had an opportunity to discuss the business,
management and financial affairs of the Operating Partnership, the Trust and the
Corporation with the management of the Operating Partnership, the Trust and the
Corporation, and (iv) understands the Paired Shares and shares of Class B EPS
issuable pursuant to this Agreement have not and will not have been registered
under the Securities Act by reason of their issuance in a transaction exempt
from the registration requirements of the Securities Act pursuant to Section
4(2) thereof or Rule 505 or 506 promulgated under the Securities Act and such
Paired Shares and shares of Class B EPS must be held indefinitely unless a
subsequent disposition thereof is registered under the Securities Act and
applicable state securities laws or is exempt from such registration.

                  SECTION 7. STATUS OF TENDERING HOLDER. Until the holder of
Class B OP Units tendered pursuant to this Agreement becomes a holder of record
of the Paired Shares and/or shares of Class B EPS issued in exchange therefor
(in the case of an exercise of the Paired Shares Delivery Option and/or the
Class B EPS Delivery Option, as applicable) or until such holder has received
cash in exchange therefor (in the case of an exercise of the Paired Shares Cash
Option, the Paired Shares Redemption Option, the Class B EPS Cash Option and/or
the Class B EPS Redemption Option, as applicable) and until the holder has
received an Exchange Promissory Note in substitution for any Excess Shares or
until the holder has received the proceeds from the sale of the corresponding
Offered Shares (in the case of an exercise of the Registered Sale Option), such
holder shall


                                      -15-
<PAGE>   16
continue to hold and own the corresponding Class B OP Units for all purposes of
the Realty Partnership Agreement. In the case of an exercise of the Paired
Shares Delivery Option or Class B EPS Delivery Option, no such holder shall have
any rights as a shareholder of the Trust or a stockholder of the Corporation in
respect of such Paired Shares, or as a shareholder of the Trust in respect of
such shares of Class B EPS, until such holder becomes a holder of record of such
Paired Shares or shares of Class B EPS.

                  SECTION 8. RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS.
(a) The Corporation shall reserve and shall at all times have reserved out of
its authorized but unissued Corporation Shares, solely for the purpose of
effecting the exchange pursuant to this Agreement, enough Corporation Shares to
permit the exchange of the then outstanding Class B OP Units for Paired Shares
pursuant to this Agreement and shall use its best efforts to cause the Trust to
reserve and shall at all times have, solely for the purpose of effecting such
exchange, enough Trust Shares to permit such exchange. In addition, until the
Cross-Over Date, the Corporation shall use its best efforts to cause the Trust
to reserve and at all times have reserved out of its authorized but unissued
shares of Class B EPS, solely for the purpose of effecting the exchange pursuant
to this Agreement, enough shares of Class B EPS to permit the exchange of the
then outstanding Class B OP Units for shares of Class B EPS pursuant to this
Agreement.

                  (b) The Corporation shall not close its transfer books so as
to prevent the timely issuance of Corporation Shares pursuant to this Agreement.
The Corporation shall use its best efforts to cause the Trust not to close its
transfer books so as to prevent the timely issuance of Trust Shares or shares of
Class B EPS pursuant to this Agreement.

                  SECTION 9. NOTICES. All notices, documents and other
communications under this Agreement shall be in writing and shall be deemed
given when delivered personally or by overnight mail or when sent by facsimile
transmission, or four days after being mailed (by registered mail, return
receipt requested) to a party at the following address (or to such other address
as such party may have specified by notice given to the other parties pursuant
to this provision):


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

                  Starwood Lodging Corporation
                  2231 E. Camelback Road, Suite 410
                  Phoenix, AZ 85016
                  Attention:  General Counsel



                                      -16-
<PAGE>   17
                  Telecopy No.:  (602) 852-0686
                  Telephone No.:  (602) 852-3900

         with a copy to:

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

                  (b) If to any OP Limited Partner, to the address
specified on Schedule I hereto.

         with a copy to:

                  Sullivan & Cromwell
                  125 Broad Street
                  New York, NY 10004
                  Attention: Joseph C. Shenker
                  Telecopy No.: (212) 558-3588
                  Telephone No.: (212) 558-4000

                  SECTION 10. DETERMINATIONS AND INTERPRETATION. All agreements
between the Corporation, the Operating Partnership and the OP Limited Partners
provided for in (or required by or pursuant to) this Agreement shall be made on
behalf of the Corporation and the Operating Partnership by their respective
Disinterested Members, including, without limitation, any agreement between the
Corporation, the Operating Partnership and the OP Limited Partners as to the
election by the Corporation of the Paired Shares Delivery Option, the Paired
Shares Cash Option, the Paired Shares Redemption Option, the Class B EPS
Delivery Option, the Class B EPS Cash Option or the Class B EPS Redemption
Option with respect to a tender of Class B OP Units pursuant to Section 2(a),
any agreement to permit the revocation, withdrawal or modification of a tender
of Class B OP Units pursuant to Section 2(b). All interpretations of the terms
of this Agreement shall be resolved on behalf of the Corporation by its
Disinterested Members.

                  SECTION 11. PARTIAL INVALIDITY. In case any one or more of the
provisions contained herein shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision or provisions had never been contained herein unless the deletion of
such provision or provisions would result in such a material change as to cause
completion of the transactions contemplated


                                      -17-
<PAGE>   18
hereby to be unreasonable.

                  SECTION 12. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
permitted successors or assigns. In addition, and whether or not any express
assignment shall have been made, the provisions of this Agreement which are for
the benefit of the parties hereto other than the Corporation, the Operating
Partnership and the OP Limited Partners, shall also be for the benefit of and
enforceable by any subsequent holder of any Class Units.

                  SECTION 13. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in one or more counterparts, each of which shall be considered an
original counterpart, and shall become a binding agreement when the Corporation,
the Operating Partnership and the OP Limited Partners shall have each executed a
counterpart of this Agreement.

                  SECTION 14. TITLES AND HEADINGS. Titles and headings to
Articles and Sections herein are inserted for convenience of reference only and
are not intended to be a part of or to affect the meaning or interpretation of
this Agreement.

                  SECTION 15. EXHIBITS. The Exhibits referred to in this
Agreement shall be construed with, and as an integral part of, this Agreement to
the same extent as if the same had been set forth verbatim herein.

                  SECTION 16. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This
Agreement, including the Exhibits, contains the entire understanding of the
parties hereto with regard to the subject matter contained herein. In addition
to amendments and modifications permitted by Section 2(c), the parties hereto,
by mutual agreement in writing, may amend, modify and supplement this Agreement;
provided that any such amendment, modification or supplement shall be approved
by a majority of the Disinterested Members of the Corporation. The failure of
any party hereto to enforce at any time any provision of this Agreement shall
not be construed to be a waiver of such provision, nor in any way to affect the
validity of this Agreement or any part hereof or the right of such party
thereafter to enforce each and every such provision. No waiver of any breach of
this Agreement shall be held to constitute a waiver of any other or subsequent
breach.

                  SECTION 17. GOVERNING LAW. Except to the extent that Maryland
law is mandatorily applicable to the rights and obligations of the shareholders
of the Trust and the stockholders of the Corporation, this Agreement, and the
application or interpretation thereof, shall be governed exclusively by its



                                      -18-
<PAGE>   19
terms and by the internal laws of the State of New York, without regard to
principles of conflicts of laws as applied in the State of New York or any other
jurisdiction which, if applied, would result in the application of any laws
other than the internal laws of the State of New York.

                  SECTION 18. SUBMISSION TO JURISDICTION. Each of the parties
hereto irrevocably submits and consents to the jurisdiction of the United States
District Court for the Southern District of New York in connection with any
action or proceeding arising out of or relating to this Agreement, and
irrevocably waives any immunity from jurisdiction thereof and any claim of
improper venue, forum non conveniens or any similar basis to which it might
otherwise be entitled in any such action or proceeding.

                  SECTION 19. SPECIFIC PERFORMANCE. Each of the parties
acknowledges and agrees that in the event of any breach of this Agreement, the
non-breaching party or parties would be irreparably harmed and could not be made
whole by monetary damages. The parties hereby agree that in addition to any
other remedy to which they may be entitled at law or in equity, they shall be
entitled to compel specific performance of this Agreement in any action
instituted in any court of the United States or any state thereof having subject
matter jurisdiction for such action.


                                      -19-
<PAGE>   20
                  IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the parties hereto or by their duly authorized officers, all as of
the date first above written.

                            STARWOOD LODGING CORPORATION,
                            a Maryland Corporation


                            By:_________________________
                               Name:
                               Title:


                            SLC OPERATING LIMITED PARTNERSHIP

                            By: STARWOOD LODGING CORPORATION,
                                     general partner


                            By:_________________________
                               Name:
                               Title:

                            WHWE L.L.C.,
                            a Delaware limited liability
                            company

                            By:      Whitehall Street Real Estate
                                     Limited Partnership V,
                                     Member and Manager

                            By:      WH Advisors, L.P.V,
                                     General Partner

                            By:      WH Advisors, Inc. V,
                                     General Partner


                            By:_________________________
                               Name:
                               Title:





                            WOODSTAR INVESTOR PARTNERSHIP,
                            a Delaware General Partnership

                            By:      Marswood Investors, L.P.,
                                     General Partner

                            By:      Starwood Capital Group, L.P.,
<PAGE>   21
                                           General Partner


                                  By:      BSS Capital Partners, L.P.,
                                           General Partner

                                  By:      Sternlicht Holdings II, Inc.,
                                           General Partner



                                  By:_________________________
                                     Name:
                                     Title:




                                  NOMURA ASSET CAPITAL CORPORATION,
                                  a Delaware Corporation



                                  By:_________________________
                                     Name:
                                     Title:
<PAGE>   22
                                                                   SCHEDULE I TO
                                                       EXCHANGE RIGHTS AGREEMENT


                           NOTICE ADDRESS FOR HOLDERS

1)       If to WHWE, L.L.C., to:

         85 Broad Street
         New York, New York 10004

         Attention:                 Stuart Rothenberg
         Telecopier:                (212) 357-5505

2)       If to Woodstar Investor Partnership, to:

         Three Pickwick Plaza, Suite 250
         Greenwich, CT 06830

         Attention:                 Barry S. Sternlicht
         Telecopier:                (203) 861-2101

3)       If to Nomura Asset Capital Corporation, to:

         Two World Financial Center, Building B
         New York, New York 10281

         Attention:                 Daniel S. Abrams
         Telecopier:                (212) 667-1666
<PAGE>   23
                                                                    EXHIBIT A TO
                                                       EXCHANGE RIGHTS AGREEMENT


                              LETTER OF TRANSMITTAL

                                 To Tender Units
                                       of
                       Class B Operating Partnership Units


                    Pursuant to the Exchange Rights Agreement
                           Dated as of January 2, 1998


TO:  Starwood Lodging Corporation
         2231 E. Camelback Road, Suite 410
         Phoenix, AZ 85016
         Attention: General Counsel

<TABLE>
<CAPTION>
                              DESCRIPTION OF UNITS
------------------------------------------------------------------------------------------------------
<S>                                        <C>                    <C>                        <C>
NAME(S) AND                                UNITS                  NUMBER OF                  NUMBER OF
ADDRESS(ES) OF                             TENDERED               UNITS                      UNITS
REGISTERED OWNERS                          (ATTACH                REQUESTED TO               REQUESTED
                                           ADDITIONAL             BE EXCHANGED               TO BE
                                           LIST IF                FOR PAIRED                 EXCHANGED
                                           NECESSARY)             SHARES                     FOR CLASS
                                                                                             B EPS(1)



         TOTAL
</TABLE>


--------

(1) For a Class B EPS Request to be valid, this letter of Transmittal must be
delivered to the Corporation on or prior to the Cross-over Date.
<PAGE>   24
                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY


Ladies and Gentlemen:

                  The undersigned hereby tenders to Starwood Lodging Corporation
(the "Corporation") the above-described Class B OP Units (as defined in the
Exchange Rights Agreement (Class B Operating Partnership Units) dated as of
January 2, 1998 (the "Exchange Rights Agreement")) in accordance with the terms
and conditions of the Exchange Rights Agreement and this Letter of Transmittal
(which together constitute the "Offer"), receipt of which is hereby
acknowledged. All terms used herein but not defined herein are used as defined
in the Exchange Rights Agreement.

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

                  The undersigned hereby represents and warrants to the
Corporation that the undersigned has full power and authority to tender, sell,
assign and transfer the tendered Class B OP Units and that upon payment
therefor, the Corporation will acquire unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and the same will not
be subject to any adverse claim. The undersigned will, upon request, execute any
additional documents deemed by the Corporation to be reasonably necessary or
desirable to complete the sale, assignment and transfer of the tendered Class B
OP Units.

                  Unless a registration statement relating to any Paired Shares
and/or Class B EPS to be delivered to the undersigned is effective under the
Securities Act of 1933, as amended (the "Securities Act"), the undersigned
hereby represents and warrants to the Corporation that the undersigned (A) is an
"accredited investor" within the meaning of Rule 501 under the Securities



                                      -24-
<PAGE>   25
Act, or (B) has sufficient knowledge and experience in financial and business
matters and in investing in entities similar to the Operating Partnership, the
Corporation and the Trust so as to be able to evaluate the risks and merits of
its investment in the Operating Partnership, the Corporation and the Trust and
it is able financially to bear the risks thereof, and in either case (i) has had
an opportunity to discuss the business, management and financial affairs of the
Operating Partnership, the Corporation and the Trust with the management of the
Operating Partnership, the Corporation and the Trust and (ii) understands that
any such Paired Shares and/or Class B EPS have not been registered under the
Securities Act by reason of their issuance in a transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) thereof
or Rule 505 or 506 promulgated under the Securities Act and any such Paired
Shares and/or Class B EPS must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act and applicable state
securities laws or is exempt from such registration. If not sold pursuant to an
effective registration statement, any such Paired Shares and/or Class B EPS will
bear an appropriate legend indicating that such Paired Shares and/or Class B EPS
have not been registered under the Securities Act and resale of such Paired
Shares and/or Class B EPS is restricted under applicable securities laws.

                  All authority conferred or agreed to be conferred in this
Letter of Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the undersigned.

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

                  Unless otherwise indicated under "Special Delivery
Instructions", please mail any Paired Shares and/or shares of Class B EPS
issuable upon exchange of the Class B OP Units tendered hereby and/or any cash
payment or Exchange Promissory Note(s) deliverable pursuant to the terms of the
Exchange Rights Agreement to the address(es) of the registered holder(s)
appearing under "Description of Units." In the event that the Special Delivery
Instructions are completed, please issue such Paired Shares and/or shares of
Class B EPS and any such Exchange Promissory Note(s) and make any such cash
payment in the name of the registered holder(s) and transmit the same to the
person or persons so indicated.



                                      -25-
<PAGE>   26
                  The Corporation and the undersigned agree that they will
cooperate with each other and will make, execute, acknowledge, deliver, record
and file, or cause to be made, executed, acknowledged, delivered, recorded and
filed, at such times and places as the other may reasonably deem necessary, all
other and further documents and instruments, and will take all other and further
actions, as the other may reasonably request from time to time in order to
effectuate the purposes and provisions of the tender made pursuant to this
Letter of Transmittal.



                                      -26-
<PAGE>   27
                          SPECIAL DELIVERY INSTRUCTIONS
                           (SEE INSTRUCTIONS 4 AND 5)


                  To be completed ONLY if Paired Shares and/or shares of Class B
EPS and/or cash or Exchange Promissory Note(s) deliverable pursuant to the
Exchange Rights Agreement are to be sent to someone other than the undersigned
or to the undersigned at an address other than that above.

Mail certificate(s) for Paired Shares and/or shares of Class B EPS and any
Exchange Promissory Note(s) and cash payments to:



Name_____________________________________________________________
                  (please print)

Address__________________________________________________________

_________________________________________________________________
                  (include Zip Code)
_________________________________________________________________

_________________________________________________________________
                 (Tax Identification or Social Security Number)

                                    SIGN HERE

                      Complete Substitute Form W-9 included

_________________________________________________________________

_________________________________________________________________
                        (Signature(s) of holder of Units)

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

Dated____________________________________________________________

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

Address__________________________________________________________





                                      _27_
<PAGE>   28
                           (include Zip Code)






                                      -28-
<PAGE>   29
Area Code and Tel. No.___________________________________________

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


                            Guarantee of Signature(s)
                               (See Instruction 1)

Authorized
Signature________________________________________________________

Name of
Firm_____________________________________________________________

Dated____________________________________________________________


                                  INSTRUCTIONS

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

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

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

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

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

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



                                      -29-
<PAGE>   30
records of the Operating Partnership without any change whatsoever.

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

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

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

                  5. SPECIAL DELIVERY INSTRUCTIONS. If a certificate for Paired
Shares and/or shares of Class B EPS and any Exchange Promissory Note(s) and cash
payment is to be sent to someone other than the signer of this Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed.

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

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

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

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




                                      -30-
<PAGE>   31
above.


                            IMPORTANT TAX INFORMATION

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

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

PURPOSE OF SUBSTITUTE FORM W-9

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

WHAT NUMBER TO GIVE THE AGENT

                  The holder is required to give the Class B Unit Agent the
social security number or employer identification number of the record owner of
the Class B OP Units.

                                      -31-
<PAGE>   32
PAYER'S NAME:
Starwood Lodging Corporation



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



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




                                      -32-