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                                                                   EXHIBIT 3.2

                    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

                            ARTICLES OF INCORPORATION

                 AS AMENDED AND RESTATED AS OF FEBRUARY 1, 1995
                         AS AMENDED AS OF MARCH 24, 1999

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

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

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

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

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

                        The Corporation Trust Incorporated
                        32 South Street
                        Baltimore, Maryland 21202

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

                        The Corporation Trust Incorporated
                        32 South Street
                        Baltimore, Maryland 21202

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



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

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

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

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

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


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

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

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

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

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

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

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

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


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

            (c) Restrictions on Transfer.

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

                  "Beneficial Ownership" shall mean ownership of shares of
            capital stock by a Person who would be treated as an owner of such
            shares of capital stock directly, indirectly or constructively
            through the application of Section 318(a) of the Code, as modified
            by Section 856(d)(5) of the Code, or Section 544 of the Code, as
            modified by Section 856(h) of the Code. The terms "Beneficial
            Owner", "Beneficially Owns" and "Beneficially Owned" shall have
            correlative meanings.

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

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

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

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

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

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

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


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

                  "Ownership Limit" shall mean (i) in the case of a Person other
            than an Existing Holder (as defined below), Beneficial Ownership of
            more than eight percent (8.0%), by value, vote or number, of the
            shares of capital stock and (ii) in the case of a Person who or
            which was the Beneficial Owner, as of February 1, 1995 (the
            "Amendment Date"), of more than 8.0% (by vote, value or number) of
            the shares of capital stock (any such Person being referred to as an
            "Existing Holder"), a percentage (by vote, value or number) equal to
            the lesser of (a) 9.9% and (b) the percentage of shares of capital
            stock Beneficially Owned by such Existing Holder as of the Amendment
            Date; provided that if, at any time and from time to time after the
            Amendment Date, the percentage of shares of capital stock
            Beneficially Owned by an Existing Holder shall decrease (whether by
            reason of a disposition by such Existing Holder, an increase in the
            number of outstanding shares of capital stock or otherwise), then
            from and after the time of such decrease the Ownership Limit in the
            case of such Existing Holder shall be a percentage (by vote, value
            or number) equal to the greater of (x) 8.0% and (y) the percentage
            of shares of capital stock Beneficially Owned by such Existing
            Holder after giving effect to such decrease.

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

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

                  "Purported Beneficial Transferee, shall mean, with respect to
            any purported Transfer which results in Excess Shares, the purported
            beneficial transferee for whom the Purported Record Transferee would
            have acquired shares of capital


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            stock if such Transfer had been valid under paragraph (c)(ii) of
            this NINTH Article.

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

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

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

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

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

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

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

                        (2) Any Transfer that, if effective, would result in any
                  Person Beneficially Owning shares of capital stock in excess
                  of the Ownership Limit shall be void ab initio as to the
                  Transfer of that number of shares of capital stock which would
                  be otherwise Beneficially Owned by such Person


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                  in excess of the Ownership Limit and the intended transferee
                  shall acquire no rights in such shares of capital stock in
                  excess of the Ownership Limit;

                        (3) Any Transfer that, if effective, would result in the
                  shares of capital stock being Beneficially Owned by fewer than
                  one hundred (100) Persons (determined without reference to any
                  rules of attribution) shall be void ab initio and the intended
                  transferee shall acquire no rights in such shares of capital
                  stock; and

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

                  (iii) Conversion into Excess Shares.

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

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


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                  as of the close of business on the business day prior to the
                  date of the Transfer or change in capital structure.

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

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

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

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

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


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

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

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

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

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

                        The shares of capital stock represented by this
                  certificate are subject to restrictions on transfer. Unless
                  excepted by the Board of Directors, no Person may (1)
                  Beneficially Own shares of capital stock in excess of 8.096 of
                  the outstanding shares of capital stock, by value, vote or
                  number, determined as provided in the Corporation's Articles
                  of Incorporation, as the same may be amended from time to time
                  (the "Articles"), and computed with regard to all outstanding
                  shares of capital stock and, to the extent provided by the
                  Code, all shares of capital stock issuable under existing
                  options and exchange rights that have not been exercised; or
                  (2) Beneficially Own shares of capital stock which would
                  result in SLT being "closely held." Unless so excepted, any
                  acquisition of shares of capital stock and continued holding
                  of ownership


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                  constitutes a continuous representation of compliance with the
                  above limitations, and any Person who attempts to Beneficially
                  Own shares of capital stock in excess of the above limitations
                  has an affirmative obligation to notify the Corporation
                  immediately upon such attempt. If the restrictions on transfer
                  are violated, the transfer will be void ab initio and the
                  shares of capital stock represented hereby will be
                  automatically converted into Excess Shares that will be held
                  in trust. Excess Shares may not be transferred at a profit and
                  may be purchased by the Corporation. In addition, certain
                  Beneficial Owners must give written notice as to certain
                  information on demand and on an annual basis. All terms not
                  defined in this legend have the meanings provided in the
                  Articles. The Corporation will mail without charge to any
                  requesting stockholder a copy of the Articles, including the
                  express terms of each class and series of the authorized
                  shares of capital stock of the Corporation, within five (5)
                  days after receipt of a written request therefor.

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

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

            (d)   Excess Shares.

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


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            designate one or more charitable organization or organizations as
            the Charitable Beneficiary.

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

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

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

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


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            reflects a price per share of Excess Shares equal to the lesser of
            (A) the price per share received by the Excess Share Trustee or (B)
            the Market Price of the shares of capital stock on the date of the
            event that resulted in Excess Shares. Upon such transfer of an
            interest in the Excess Share Trust, the corresponding shares of
            Excess Shares in the Excess Share Trust shall be automatically
            converted into such number of shares of common or preferred stock
            (of the same class as the shares that were converted into such
            Excess Shares) as is equal to the number of shares of Excess Shares,
            and such shares of common or preferred stock shall be transferred of
            record to the Excess Share Trust Beneficiary of the interest in the
            Excess Share Trust designated by the Excess Share Trustee as
            described above if such shares of capital stock would not be Excess
            Shares in the hands of such Excess Share Trust Beneficiary. Prior to
            any transfer of any interest in the Excess Share Trust, the
            Corporation must have waived in writing its purchase rights, if any,
            under paragraph (d)(vi). Any funds received by the Excess Share
            Trustee in excess of the funds payable to the Purported Beneficial
            Holder or the Purported Beneficial Transferor shall be paid to the
            Charitable Beneficiary. The Corporation shall pay the costs and
            expenses of the Excess Share Trustee.

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

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

                  (vi) Purchase Right in Excess Shares. Excess Shares shall be
            deemed to have been offered for sale by the Excess Share Trustee to
            the Corporation, or its designee, at a price per Excess Share equal
            to (I) in the case of Excess Shares resulting from a purported
            Transfer, the lesser of (A) the price per share of the shares of
            capital stock in the transaction that created such Excess Shares
            (or, in the case of devise or gift, the Market Price of the shares
            of capital stock at the time of such devise or gift), or (B) the
            lowest Market Price of the class of shares of capital stock which
            resulted in the Excess Shares at any time after the date such shares
            were converted into Excess Shares and prior to the date the
            Corporation, or its designee, accepts such offer or (II) in the case
            of Excess Shares resulting from an


                                     - 12 -
<PAGE>   13
            event other than a purported Transfer, the lesser of (A) the Market
            Price of the shares of capital stock on the date of such event or
            (B) the lowest Market Price for shares of capital stock which
            resulted in the Excess Shares at any time from the date of the event
            resulting in such Excess Shares and prior to the date the
            Corporation, or its designee, accepts such offer. The Corporation
            shall have the right to accept such offer for a period of ninety
            (90) days after the later of (i) the date of the Transfer which
            resulted in such Excess Shares and (ii) the date the Board of
            Directors determines in good faith that a Transfer or other event
            resulting in Excess Shares has occurred, if the Corporation does not
            receive a notice of such Transfer or other event pursuant to
            paragraph (c)(v) of this NINTH Article.

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

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

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

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

            THIRTEENTH: The Corporation shall not consummate a consolidation,
merger, share exchange or sale, lease, exchange or other transfer of all or
substantially all of its assets, the stockholder approval of which is required
by applicable law, unless such transaction is approved


                                     - 13 -
<PAGE>   14
by the stockholders of the Corporation by the affirmative vote of a majority of
all the votes entitled to be cast on the matter.

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

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

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

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

            (c) If any Disqualified Holder fails to dispose of the Corporation's
      Securities within the Disposition Period, the Corporation may redeem such
      Securities at the lesser of (1) the lowest closing sale price of such
      Securities on any trading day during the


                                     - 14 -
<PAGE>   15
      Disposition Period or (2) such Disqualified Holder's original purchase
      price; provided, that if the Securities to be so redeemed are paired with
      securities of SLT (the Securities of the Corporation and the securities of
      SLT when so paired being herein referred to as "Paired Securities")
      pursuant to the Pairing Agreement, dated as of June 25, 1980, as amended,
      between SLT and the Corporation, the Corporation and SLT may redeem such
      Paired Securities for an aggregate amount equal to the lesser of (1) the
      lowest closing sale price of such Paired Securities on any trading day
      during the Disposition Period or (2) such Disqualified Holder's original
      purchase price for such Paired Securities.

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

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

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

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

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

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

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

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

                  (1) The term "Gaming Authorities" includes all governmental
            authorities within or without the United States of America which
            issue or grant any license,


                                     - 15 -
<PAGE>   16
            franchise or regulatory approval necessary or appropriate for the
            lawful operation of gaming and related businesses. With respect to
            the State of Nevada, the term "Gaming Authorities" shall include,
            without limitation, the Nevada Gaming Commission, the Nevada State
            Gaming Control Board or their respective successors; and with
            respect to Atlantic City, New Jersey, the term "Gaming Authorities"
            shall include, without limitation, the New Jersey Casino Control
            Commission, the Division of Gaming Enforcement or their respective
            successors.

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

                  (3) The term "Subsidiary" (A) in matters relating to Gaming
            Laws of the State of New Jersey, shall have the definition set forth
            in the New Jersey Statutes Annotated 5:12-47 or (B) in matters
            relating to Gaming Laws outside of the State of New Jersey, means
            (i) a corporation, more than 50% of the outstanding voting
            securities of which the Corporation or a Subsidiary of the
            Corporation owns or has the power to vote or (ii) a firm,
            association, partnership, limited liability company, trust or other
            form of business organization, not a natural person, of which the
            Corporation or a Subsidiary of the Corporation owns or has the power
            to vote a majority interest.


                                     - 16 -
<PAGE>   17
                             ARTICLES SUPPLEMENTARY

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


            Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation
(the "Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

            FIRST: Under a power contained in Article FIFTH of the charter of
the Corporation (the "Charter") in accordance with Section 2-208 of the Maryland
General Corporation Law (the "MGCL"), the Board of Directors of the Corporation
(the "Board of Directors"), by resolution duly adopted at a meeting duly called
and held, classified and designated 1,000,000 shares (the "Shares") of Preferred
Stock of the Corporation, par value $.01 per share, as shares of Series A Junior
Participating Preferred Stock of the Corporation, par value $.01 per share (the
"Series A Preferred Stock"), with the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption as follows,
which upon any restatement of the Charter shall be made part of Article FIFTH of
the Charter, with any necessary or appropriate changes to the enumeration or
lettering of the provisions thereof (all capitalized terms used herein that are
defined in the Charter shall be deemed to have the meanings provided therein):

            Section 1. Designation and Amount. The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock" and the number
of shares constituting such series shall be 1,000,000. Such number of shares may
be increased or decreased by resolution of the Board of Directors and filing of
articles supplementary in accordance with the MGCL stating that such increase or
decrease has been so authorized; provided, however, that no decrease shall
reduce the number of shares of Series A Preferred Stock to a number less than
the number of shares of Series A Preferred Stock then outstanding plus the
number of shares reserved for issuance upon the exercise of outstanding options,
rights or warrants or upon conversion of any outstanding securities issued by
the Corporation convertible into shares of Series A Preferred Stock.

            Section 2.  Dividends and Distributions.

            (A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock shall be entitled to receive, when, as and if
authorized by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first business day of March,
June, September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $.01 or (b) subject to the provisions
for adjustment hereinafter set forth, (i) 1000 times the aggregate per share
amount of all cash dividends, and 1000 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in


                                     - 17 -
<PAGE>   18
shares of common stock, par value $.01 per share, of the Corporation (the
"Common Stock") or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock, plus (ii) 1000 times the
aggregate per share amount of all cash dividends, and 1000 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in Class B Shares of beneficial
interest, par value $.01 per share, of Starwood Hotels & Resorts, a Maryland
real estate investment trust, or any successor (the "Trust"), or any shares of
beneficial interest in the Trust into which such Class B Shares may be changed
(such Class B Shares and any such shares into which such Class B Shares are
changed being herein referred to as the "Class B Shares") or a subdivision of
the outstanding Class B Shares (by reclassification or otherwise), declared on
the Class B Shares since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Preferred Stock.
In the event the Corporation shall at any time after March 15, 1999 (the "Rights
Declaration Date") (x) declare any dividend on Common Stock payable in shares of
Common Stock, (y) subdivide the outstanding Common Stock or (z) combine the
outstanding Common Stock into a smaller number of shares, then in each case the
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b)(i) of the next preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event. In
the event the Trust shall at any time after the Rights Declaration Date (X)
declare any dividend on the Class B Shares payable in Class B Shares, (Y)
subdivide the outstanding Class B Shares or (Z) combine the outstanding Class B
Shares into a smaller number of shares, then in each case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under clause (b)(ii) of the second preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of Class B Shares outstanding immediately after such event and the
denominator of which is the number of Class B Shares that were outstanding
immediately prior to such event.

            (B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock) or the Trust declares a dividend or
distribution on the Class B Shares (other than a dividend payable in Class B
Shares); provided, however, that, in the event no dividend or distribution shall
have been declared on the Common Stock or the Class B Shares during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, subject to the prior and superior rights of the holders
of any shares of any series of Preferred Stock ranking prior to and superior to
the shares of Series A Preferred Stock with respect to dividends, a dividend of
$.01 per share on the Series A Preferred Stock shall nevertheless by payable on
such subsequent Quarterly Dividend Payment Date.

            (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of


                                     - 18 -
<PAGE>   19
such shares of Series A Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Series A Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be no more
than 60 days prior to the date fixed for the payment thereof.

            Section 3.  Voting Rights.

            The holders of shares of Series A Preferred Stock shall have the
following voting rights:

            (A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 1000
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare and pay any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

            (B) Except as otherwise provided herein, the holders of shares of
Series A Preferred Stock and the holders of shares of Common Stock shall vote
collectively as one class on all matters submitted to a vote of stockholders of
the Corporation.

            (C)(i) If at any time dividends on any Series A Preferred Stock
      shall be in arrears in an amount equal to six quarterly dividends thereon,
      the occurrence of such contingency shall mark the beginning of a period
      (herein called a "default period") which shall extend until such time when
      all accrued and unpaid dividends for all previous quarterly dividend
      periods and for the current quarterly dividend period on all shares of
      Series A Preferred Stock then outstanding shall have been declared and
      paid or set apart for payment. During each default period, all holders of
      Preferred Stock (including holders of the Series A Preferred Stock) with
      dividends in arrears in an amount equal to six quarterly dividends
      thereon, voting as a class, irrespective of series, shall have the right
      to elect two Directors.


                                     - 19 -
<PAGE>   20
            (ii) During any default period, such voting right of the holders of
      Series A Preferred Stock may be exercised initially at a special meeting
      called pursuant to subparagraph (iii) of this Section 3(C) or at any
      annual meeting of stockholders, and thereafter at annual meetings of
      stockholders, provided that such voting right shall not be exercised
      unless the holders of 10% in number of shares of Preferred Stock
      outstanding shall be present in person or by proxy. The absence of a
      quorum of the holders of Common Stock shall not affect the exercise by the
      holders of Preferred Stock of such voting rights. At any meeting at which
      the holders of Preferred Stock shall exercise such voting rights initially
      during an existing default period, they shall have the right, voting as a
      class, to elect Directors to fill such vacancies, if any, in the Board of
      Directors as may then exist up to two Directors or, if such right is
      exercised at an annual meeting, to elect two Directors. If the number
      which may be so elected at any special meeting does not amount to the
      required number, the holders of the Preferred Stock shall have the right
      to make such increase in the number of Directors as shall be necessary to
      permit the election by them of the required number. After the holders of
      the Preferred Stock shall have exercised their right to elect Directors in
      any default period and during the continuance of such period, the number
      of Directors shall not be increased or decreased except by vote of the
      holders of Preferred Stock as herein provided or pursuant to the rights of
      any equity securities ranking senior to or pari passu with the Series A
      Preferred Stock.

            (iii) Unless the holders of Preferred Stock shall, during an
      existing default period, have previously exercised their right to elect
      Directors, the Board of Directors may order, or any stockholder or
      stockholders owning in the aggregate not less than 10% of the total number
      of shares of Preferred Stock outstanding, irrespective of series, may
      request, the calling of a special meeting of the holders of Preferred
      Stock, which meeting shall thereupon be called by the Chairman of the
      Board, the Chief Executive Officer, the President, a Vice President or the
      Secretary of the Corporation. Notice of such meeting and of any annual
      meeting at which holders of Preferred Stock are entitled to vote pursuant
      to this paragraph (C)(iii) shall be given to each holder of record of
      Preferred Stock by mailing a copy of such notice to him or her at his or
      her last address as the same appears on the books of the Corporation. Such
      meeting shall be called for a time not earlier than 10 days and not later
      than 50 days after such order or request, or in default of the calling of
      such meeting within 50 days after such order or request, such meeting may
      be called on similar notice by any stockholder or stockholders owning in
      the aggregate not less than 10% of the total number of shares of Preferred
      Stock outstanding. Notwithstanding the provisions of this paragraph
      (C)(iii), no such special meeting shall be called during the period within
      50 days immediately preceding the date fixed for the next annual meeting
      of the stockholders.

            (iv) In any default period, the holders of Common Stock, and, if
      applicable, other classes of stock of the Corporation, shall continue to
      be entitled to elect the whole number of Directors until the holders of
      Preferred Stock shall have exercised their right, voting as a class, to
      elect two Directors, after the exercise of which right (x) the Directors
      so elected by the holders of Preferred Stock shall continue in office
      until their successors shall have been elected by such holders or until
      the expiration of the default period and (y) any vacancy in the Board of
      Directors may (except as provided in paragraph (C)(ii) of this Section 3)
      be filled


                                     - 20 -
<PAGE>   21
      by vote of a majority of the remaining Directors theretofore elected by
      the holders of the class of stock that elected the Director whose office
      shall have become vacant. References in this paragraph (C) to Directors
      elected by the holders of a particular class of stock shall include
      Directors appointed by such Directors to fill vacancies as provided in
      clause (y) of the foregoing sentence.

            (v) Immediately upon the expiration of a default period, (x) the
      right of the holders of Preferred Stock as a class to elect Directors
      shall cease, (y) the term of any Directors elected by the holders of
      Preferred Stock as a class shall terminate and (z) the number of Directors
      shall be such number as may be provided for in the Charter or by-laws
      irrespective of any increase made pursuant to the provisions of paragraph
      (C)(ii) of this Section 3 (such number being subject, however, to change
      thereafter in any manner provided by law or in the Charter or by-laws).
      Any vacancies in the Board of Directors effected by the provisions of
      clauses (y) and (z) in the preceding sentence may be filled by a majority
      of the remaining Directors.

            (D) Except as set forth herein, holders of Series A Preferred Stock
shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action (including any merger or any
issuance of Preferred Stock senior in right of payment or otherwise to the
Series A Preferred Stock).

            Section 4.  Certain Restrictions.

            (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

            (i) declare or pay dividends on, make any other distributions on, or
      redeem or purchase or otherwise acquire for consideration any shares of
      stock ranking junior (either as to dividends or upon liquidation,
      dissolution or winding up) to the Series A Preferred Stock;

            (ii) declare or pay dividends on or make any other distributions on
      any shares of stock ranking on a parity (either as to dividends or upon
      liquidation, dissolution or winding up) with the Series A Preferred Stock,
      except dividends paid ratably on the Series A Preferred Stock and all such
      parity stock on which dividends are payable or in arrears in proportion to
      the total amounts to which the holders of all such shares are then
      entitled;

            (iii) redeem or purchase or otherwise acquire for consideration
      shares of any stock ranking on a parity (either as to dividends or upon
      liquidation, dissolution or winding up) with the Series A Preferred Stock,
      provided that the Corporation may at any time redeem, purchase or
      otherwise acquire shares of any such parity stock in


                                     - 21 -
<PAGE>   22
      exchange for shares of any stock of the Corporation ranking junior (either
      as to dividends or upon dissolution, liquidation or winding up) to the
      Series A Preferred Stock; or

            (iv) purchase or otherwise acquire for consideration any shares of
      Series A Preferred Stock, or any shares of stock ranking on a parity with
      the Series A Preferred Stock, except in accordance with a purchase offer
      made in writing or by publication (as determined by the Board of
      Directors) to all holders of such shares upon such terms as the Board of
      Directors, after consideration of the respective annual dividend rates and
      other relative rights and preferences of the respective series and
      classes, shall determine in good faith will result in fair and equitable
      treatment among the respective series or classes.

            (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

            Section 5.  Reacquired Shares.

            Any shares of Series A Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

            Section 6.  Liquidation, Dissolution or Winding Up.

            (A) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation (a "Liquidation Event"), no distribution shall be
made to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A Preferred Stock shall
have received the sum (the "Series A Liquidation Preference") of (a) $1000 per
share, plus (b) an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
plus (c) an amount equal to the fair market value (as determined in good faith
by the Board of Directors) as of such date of all securities (or fractions
thereof) then attached to a share of Common Stock for purposes of the Amended
and Restated Intercompany Agreement dated as of January 6, 1999, between the
Corporation and the Trust, as amended from time to time. Following the payment
of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have received
an amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the sum of (X) $1000 per share plus (Y) an amount equal to accrued
and unpaid dividends and distributions on the Series A Preferred Stock, whether
or not declared, to the date of payment of the Series A Liquidation Preference
by (ii) 1000 (as appropriately adjusted as set forth in subparagraph (C) below
to reflect such events as stock splits,


                                     - 22 -
<PAGE>   23
stock dividends and recapitalizations with respect to the Common Stock) (such
number in clause (ii), the "Adjustment Number"). Following the payment of the
full amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A Preferred Stock and Common Stock,
respectively, and the payment of liquidation preferences of all other shares of
stock which rank prior to or on a parity with Series A Preferred Stock, holders
of Series A Preferred Stock and holders of shares of Common Stock shall receive
their ratable and proportionate share of the remaining assets to be distributed
in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock
and Common Stock, on a per share basis, respectively. In determining whether a
distribution (other than upon the occurrence of a Liquidation Event), by
dividend, redemption or other acquisition of shares of stock of the Corporation
or otherwise, is permitted under Maryland law, amounts that would be needed, if
the Corporation were to be dissolved at the time of the distribution, to satisfy
the preferential rights upon dissolution of the holders of the Series A
Preferred Stock whose preferential rights upon dissolution are senior to those
receiving the distribution shall not be added to the Corporation's total
liabilities.

            (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.

            (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare and pay any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            Section 7.  Consolidation, Merger, etc.

            In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 1000
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, that would be held or receivable upon the
consummation of such consolidation, merger, combination or other transaction by
a holder of a Unit. In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare and pay any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence


                                     - 23 -
<PAGE>   24
with respect to the exchange or change of shares of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

            Section 8.  No Redemption.

            The shares of Series A Preferred Stock shall not be redeemable.

            Section 9.  Ranking.

            The Series A Preferred Stock shall rank junior to all other series
of the Corporation's Preferred Stock as to the payment of dividends and the
distribution of assets, whether or not upon the dissolution, liquidation or
winding up of the Corporation, unless the terms of any such series shall provide
otherwise.

            Section 10.  Amendment.

            The Charter shall not be amended in any manner that would materially
alter or change the powers, preferences or special rights of the Series A
Preferred Stock, as set forth herein, so as to affect them adversely without the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of Series A Preferred Stock, voting separately as a class.

            Section 11.  Fractional Shares.

            Series A Preferred Stock may be issued in fractions of a share which
shall entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Preferred Stock.

            SECOND: The Shares have been classified and designated by the Board
of Directors under the authority contained in the Charter.

            THIRD: These Articles Supplementary have been approved by the Board
of Directors in the manner and by the vote required by law.

            FOURTH: The undersigned President of the Corporation acknowledges
these Articles Supplementary to be the corporate act of the Corporation and, as
to all matters or facts required to be verified under oath, the undersigned
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.


                                     - 24 -
<PAGE>   25
            IN WITNESS WHEREOF, Starwood Hotels & Resorts Worldwide, Inc. has
caused its corporate seal to be hereunto affixed and these Articles
Supplementary to be signed by its President and Chief Operating Officer, and the
same to be attested to by its Executive Vice President, General Counsel and
Secretary, this 24th day of March, 1999.



                                  STARWOOD HOTELS & RESORTS
                                  WORLDWIDE, INC.



                                  By:  /s/ Richard D. Nanula
                                       --------------------------------------
                                  Name:  Richard D. Nanula
                                  Title: President and Chief Operating Officer


(Corporate Seal)

Attest:




    /s/ Thomas C. Janson, Jr.
-----------------------------------------
Name:  Thomas C. Janson, Jr.
Title: Executive Vice President,
       General Counsel and Secretary


                                     - 25 -