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                                                                  EXHIBIT 3.3





                            TRUSTEES' REGULATIONS






                            STARWOOD LODGING TRUST







              ADOPTED AS OF AUGUST 15, 1969, AS AMENDED THROUGH
                              JANUARY 31, 1995.




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                         INDEX TO TRUSTEES' REGULATIONS
                                       OF
                             STARWOOD LODGING TRUST


<TABLE>
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                                                                                          PAGE
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                                   ARTICLE I

                                    TRUSTEES
         <S>                                                                               <C>
         SECTION 1.   Number  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
         SECTION 2.   Qualifying Shares not Required  . . . . . . . . . . . . . . . . . .    1
         SECTION 3.   Quorum.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
         SECTION 4.   Election  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
         SECTION 5.   Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
         SECTION 6.   Place of Meeting.   . . . . . . . . . . . . . . . . . . . . . . . .    1
         SECTION 7.   Organization Meeting  . . . . . . . . . . . . . . . . . . . . . . .    2
         SECTION 8.   Regular Meetings  . . . . . . . . . . . . . . . . . . . . . . . . .    2
         SECTION 9.   Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . .    2
         SECTION 10.  Adjourned Meetings  . . . . . . . . . . . . . . . . . . . . . . . .    2
         SECTION 11.  Waiver of Notice  . . . . . . . . . . . . . . . . . . . . . . . . .    2
         SECTION 12.  Action Without Meeting  . . . . . . . . . . . . . . . . . . . . . .    2
         SECTION 13.  Powers and Duties . . . . . . . . . . . . . . . . . . . . . . . . .    3
         SECTION 14.  Transactions with Interested Persons  . . . . . . . . . . . . . . .    3


                                   ARTICLE II

                                    OFFICERS

         SECTION 1.   Enumeration . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         SECTION 2.   Powers and Duties of the Chairman . . . . . . . . . . . . . . . . .    7
         SECTION 3.   Powers and Duties of the President  . . . . . . . . . . . . . . . .    7
         SECTION 4.   Powers and Duties of the Vice Presidents  . . . . . . . . . . . . .    7

         SECTION 5.   Duties of the Secretary . . . . . . . . . . . . . . . . . . . . . .    7
         SECTION 6.   Duties of the Treasurer . . . . . . . . . . . . . . . . . . . . . .    8


                                  ARTICLE III

                                  SHAREHOLDERS

         SECTION 1.   Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         SECTION 2.   Place of Meeting  . . . . . . . . . . . . . . . . . . . . . . . . .    8
         SECTION 3.   Annual Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         SECTION 4.   Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . .    9
         SECTION 4A.  Nomination of Trustees  . . . . . . . . . . . . . . . . . . . . . .    9
         SECTION 5.   Adjourned Meetings  . . . . . . . . . . . . . . . . . . . . . . . .   10
         SECTION 6.   Notice of Regular or Special Meetings . . . . . . . . . . . . . . .   10
         SECTION 7.   Notice of Adjourned Meetings  . . . . . . . . . . . . . . . . . . .   11
</TABLE>


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<TABLE>
<CAPTION>                                                                 


                                                                                          PAGE
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         <S>                                                                               <C>
         SECTION 8.   Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
         SECTION 9.   Consent of Absentees  . . . . . . . . . . . . . . . . . . . . . . .   11
         SECTION 10.  Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
         SECTION 11.  No Cumulative Voting  . . . . . . . . . . . . . . . . . . . . . . .   12
         SECTION 12.  Conduct of Meetings; Inspectors of Election . . . . . . . . . . . .   12
         SECTION 13.  Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13


                                   ARTICLE IV

                                 MISCELLANEOUS

         SECTION 1.   Record Dates and Closing of Transfer Books  . . . . . . . . . . . .   14
         SECTION 2.   Inspection of Trust Records . . . . . . . . . . . . . . . . . . . .   15
         SECTION 3.   Inspection of Trustees' Regulations . . . . . . . . . . . . . . . .   15
         SECTION 4.   Representation of Shares of Corporations  . . . . . . . . . . . . .   15

                                   ARTICLE V

                                      SEAL


                                   ARTICLE VI

                                   AMENDMENTS

         SECTION 1.   By Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . .   15
         SECTION 2.   By Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16


                                   ARTICLE VII

                                   DEFINITIONS
</TABLE>

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                                    ARTICLE I

                                    TRUSTEES

                 SECTION 1.       NUMBER. There shall be not less than three (3)
nor more than fifteen (15) Trustees; within such limits, the number of Trustees
may be fixed, increased or decreased from time to time by the Trustees or the
Shareholders.

                 SECTION 2.       QUALIFYING SHARES NOT REQUIRED. Trustees need 
not be Shareholders of the Trust.

                 SECTION 3.       QUORUM.  A majority of the Trustees shall 
constitute a quorum.

                 SECTION 4.       ELECTION. The Trustees 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 Shareholders, the term of
office of the second class to expire at the 1996 Annual Meeting of Shareholders
and the term of office of the third class to expire at the 1997 Annual Meeting
of Shareholders, with each Trustee to hold office until his or her successor
shall have been duly elected and qualified. At each Annual Meeting of
Shareholders, commencing with the 1995 Annual Meeting, (i) Trustees elected to
succeed those Trustees whose terms then expire shall be elected for a term of
office to expire at the third succeeding Annual Meeting of Shareholders after
their election, with each Trustee to hold office until his or her successor
shall have been duly elected and qualified, and (ii) if authorized by a
resolution of the Board of Trustees, Trustees may be elected to fill any vacancy
on the Board of Trustees, regardless of how such vacancy shall have been
created.

                 SECTION 5.       VACANCIES. Vacancies occurring among the
Trustees (including vacancies created by increases in number) may be filled by a
majority of the remaining Trustees, though less than a quorum, or by a sole
remaining Trustee, and the person so appointed shall hold office for a term
expiring at the Annual Meeting of Shareholders at which the term of office of
the class to which they have been appointed expires and until his successor is
elected and qualified.

                 SECTION 6.       PLACE OF MEETING. Meetings of the Trustees
shall be held at the principal office of the Trust or at such place within or
without the State of Maryland as is fixed from time to time by resolution of the
Trustees or by written consent of all Trustees. Whenever a place other than the
principal office is fixed by resolution as the place at which future meetings
are to be held, written notice thereof shall be sent not later than the
following business day to all Trustees who were absent from the meeting at which
the resolution was adopted.


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                 SECTION 7.       ORGANIZATION MEETING. Immediately following
each Annual Meeting of Shareholders, a regular meeting of the Trustees shall be
held for the purpose of organizing, electing officers, and transacting other
business. Notice of such meetings need not be given.

                 SECTION 8.       REGULAR MEETINGS.  Regular meetings of the 
Board of Trustees need not be held.

                 SECTION 9.       SPECIAL MEETINGS. Special meetings of the
Trustees may be called at any time by the President, and the President shall
call a special meeting at any time upon the written request of two (2) Trustees.
Written notice of the time and place of a special meeting shall be given to each
Trustee, either personally or by sending a copy thereof by mail or by telegraph,
charges prepaid, to his address appearing on the books of the Trust or
theretofore given by him to the Trust for the purpose of notice. In case of
personal service, such notice shall be so delivered at least twenty-four (24)
hours prior to the time fixed for the meeting. If such notice is mailed it shall
be deposited in the United States mail in the place in which the principal
office of the Trust is located at least seventy-two (72) hours prior to the time
fixed for the holding of the meeting. If telegraphed, it shall be delivered to
the telegraph company at least forty-eight (48) hours prior to the time fixed
for the holding of the meeting. If notice is not so given by the Secretary, it
may be given by the President, or the Trustees requesting the meeting may issue
the call and give the notice.

                 SECTION 10.      ADJOURNED MEETINGS. A quorum of the Trustees
may adjourn any Trustees' meeting to meet again at a stated day and hour. In the
absence of a quorum a majority of the Trustees present may adjourn from time to
time to meet again at a stated day and hour prior to the time fixed for the next
regular meeting of the Trustees. The motion for adjournment shall be lodged with
the records of the Trust. Notice of the time and place of an adjourned meeting
need not be given to any Trustee if the time and place is fixed at the meeting
adjourned.

                 SECTION 11.      WAIVER OF NOTICE. The transactions of any
meeting of the Trustees, however called and noticed or wherever held, shall be
as valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if either before or after the meeting each of the Trustees
not present signs a written waiver of notice or a consent to the holding of such
meeting or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be lodged with the Trust records or made a part of the minutes
of the meeting.

                 SECTION 12.      ACTION WITHOUT MEETING.  Any action required 
or permitted to be taken by the Trustees may be taken without a meeting, if a 
majority of the Trustees shall

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individually or collectively consent in writing to such action. Such written
consent or consents shall be lodged with the records of the Trust. Such action
by written consent shall have the same force and effect as a vote of the
Trustees adopted at a meeting duly called and held.

                 SECTION 13.      POWERS AND DUTIES.  The powers and duties of 
the Trustees, in addition to the powers and duties set forth in the Declaration,
are:

                 (a) Selection and Removal of Officers, Agents and Employees. To
         select all the other officers, agents and employees of the Trust, to
         remove them at pleasure, either with or without cause, to prescribe for
         them duties consistent with the Declaration and the Trustees'
         Regulations, and to fix their compensation.

                 (b) Authorization of Signatures. From time to time to designate
         the person or persons authorized to sign or endorse checks, drafts, or
         other orders for the payment of money, issued in the name of or payable
         to the Trust.

                 (c) Fixing Principal Office and Place of Meetings. From time to
         time to change the location of the principal office of the Trust and
         from time to time to designate any place within or without the State of
         Maryland as the place at which meetings of Trustees or of the
         Shareholders shall be held.

                 (d) Committees. To appoint as executive committee and other
         committees, and to delegate to the executive committee any of the
         powers and authority of the Trustees over the business and affairs of
         the Trust, except the power to declare dividends and to adopt, amend or
         repeal Trustees' Regulations. It is intended that the executive
         committee will review applications for loans approved by the Advisor
         and suggest changes in their terms; grant final approval subject to the
         stated conditions of the Board of Trustees, to applications which have
         been preliminarily approved by the Trustees: modify loan commitments
         when insubstantial changes are necessary; approve borrowings for terms
         of less than one year; and hire and set salaries for employees of the
         Trust. The Trustees shall have the power to prescribe the manner in
         which proceedings of the executive committee and other committees shall
         be conducted. The executive committee shall be composed of two or more
         Trustees.

                 (e) General Powers. Generally to exercise such other powers as
         are usually vested in directors of corporations organized under the
         laws of the State of Maryland.

                 SECTION 14.      TRANSACTIONS WITH INTERESTED PERSONS.  (a)  
Notwithstanding anything to the contrary contained in these

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Trustees' Regulations, in addition to any affirmative vote required either by
law, the Partnership Agreement, the Declaration of Trust of the Trust or these
Trustees' Regulations, any Transaction involving the Trust or any of its
subsidiaries or the Realty Partnership shall require the affirmative vote of a
majority of the Trustees ("Disinterested Members") on the Board of Trustees of
the Trust who are not employees, officers, directors, Affiliates or Associates
of the Interested Person who or which is a party to the Transaction.

                 (b)  As used in this Section 14:

                      (i) "Affiliate" and "Associate" shall have the respective
                 meanings ascribed to such terms in Rule 12b-2 of the General
                 Rules and Regulations under the Securities Exchange Act of
                 1934, as in effect on January 1, 1995.

                      (ii) A Person shall "Beneficially Own" and be the
                 "Beneficial Owner" of any Paired Shares or Units:

                           (A) which such Person or any of its Affiliates or
                      Associates beneficially owns, directly or indirectly,
                      within the meaning of Rule 13d-3 under the Securities
                      Exchange Act of 1934, as in effect on January 1, 1995; or

                           (B) which such Person or any of its Affiliates or
                      Associates has (I) the right to acquire (whether such
                      right is exercisable immediately or only after the passage
                      of time), pursuant to any agreement, arrangement or
                      understanding or upon the exercise of conversion rights,
                      exchange rights, warrants or options, or otherwise, or
                      (II) the right to vote pursuant to any agreement,
                      arrangement or understanding (but neither such Person nor
                      any such Affiliate or Associate shall be deemed to be the
                      Beneficial Owner of any Paired Shares or Units solely by
                      reason of a revocable proxy granted for a particular
                      meeting of shareholders, pursuant to a public solicitation
                      of proxies for such meeting, and with respect to which
                      Paired Shares or Units neither such Person nor any such
                      Affiliate or Associate is otherwise deemed the Beneficial
                      Owner); or

                           (C) which are beneficially owned, directly or
                      indirectly, within the meaning of the Rule 13d-3 under the
                      Securities Exchange Act of 1934, as in effect on January
                      1, 1995, by any other Person with which such Person or any
                      of its Affiliates or Associates has any agreement,
                      arrangement or

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                      understanding for the purpose of acquiring, holding,
                      voting (other than solely by reason of a revocable proxy
                      as described in subparagraph (B) above) or disposing of
                      any Paired Shares or Units.

                      (iii) "Corporation" shall mean Starwood Lodging
                 Corporation (formerly Hotel Investors Corporation), a Maryland
                 corporation.

                      (iv) "Interested Person" shall mean any Person who or
                 which is the Beneficial Owner, directly or indirectly, of 5% or
                 more of the outstanding Paired Shares or the outstanding Units
                 or who or which is an Affiliate or Associate of the Trust, the
                 Corporation or either of the Partnerships. For the purposes of
                 determining whether a Person is an Interested Person, the
                 number of Paired Shares or Units deemed to be outstanding shall
                 include Paired Shares or Units deemed owned through application
                 of paragraphs (A), (B) and (C) of paragraph (ii) above but
                 shall not include any other unissued Paired Shares or Units
                 which may be issuable pursuant to any agreement, arrangement or
                 understanding, or upon exercise of conversion rights, warrants
                 or options, or otherwise.

                      (v) "Paired Shares" shall mean the shares of common stock
                 of the Corporation and the shares of beneficial interest of the
                 Trust which are paired pursuant to the Pairing Agreement dated
                 June 25, 1980 between the Trust and the Corporation, as it may
                 be amended from time to time.

                      (vi) "Partnership Agreement" shall mean the Limited
                 Partnership Agreement of the Realty Partnership, as it may be
                 amended from time to time.

                      (vii) "Partnerships" shall mean the Realty Partnership and
                 SLC Operating Limited Partnership, a Delaware limited
                 partnership.

                      (viii) "Person" shall mean any individual, limited
                 partnership, general partnership, corporation, limited
                 liability company or any other firm or entity.

                      (ix) "Realty Partnership" shall mean SLT Realty Limited
                 Partnership, a Delaware limited partnership.

                      (x) "Transaction" shall mean any contract, sale, lease,
                 exchange, mortgage, transfer or disposition to or with, or any
                 other transaction with, any Interested Person, including,
                 without limitation, any election with respect to the method of
                 payment for an exchange of Units for Paired Shares, or any
                 action to be taken

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                 by the Trust, the Corporation or the Partnership with respect
                 to the senior debt of the Realty Partnership.

                      (xi) "Units" shall have the meaning set forth in the
                 Partnership Agreement.

                 (d) A majority of the Disinterested Members shall have the
         power and duty to determine, on the basis of information known to them
         after reasonable inquiry, all facts necessary to determine compliance
         with this Section 14, including, without limitation, (i) whether a
         Person is an Interested Person, (ii) the number of Paired Shares or
         Units that any Person Beneficially Owns, and (iii) whether a Person is
         an Affiliate or Associate of another. A majority of the Disinterested
         Members shall have the right to demand that any Person who is
         reasonably believed to be an Interested Person (or who holds of record
         Paired Shares or Units that any Interested Person Beneficially Owns)
         supply the Corporation with complete information as to (i) the record
         owner(s) of all Paired Shares or Units that such Person who is
         reasonably believed to be an Interested Person Beneficially Owns, (ii)
         the number of, and class or series of, Paired Shares or Units that such
         Person who is reasonably believed to be an Interested Person
         Beneficially Owns and the number(s) of the certificate(s), if any,
         evidencing such Paired Shares or Units and (iii) any other factual
         matter relating to the applicability or effect of this Section 14, as
         may be reasonably requested of such Person, and such Person shall
         furnish such information within 10 days after receipt of such demand.

                 (e) Nothing contained in this Section 14 shall be construed to
         relieve any Interested Person from any fiduciary obligation imposed by
         law.

                 (f) Notwithstanding anything to the contrary contained in these
         Trustees' Regulations this Section 14 may be amended or repealed only
         by a majority of Trustees on the Board of Trustees of the Trust who are
         not employees, officers, Affiliates or Associates of the Trust, the
         Corporation, the Partnerships or any Interested Person.

                                   ARTICLE II

                                    OFFICERS

                 SECTION 1.       ENUMERATION.  The officers of the Trust shall 
be a Chairman, a President, one or more Vice-Presidents, a Secretary, a
Treasurer, and such other officers as are elected by the Trustees. Officers
shall be elected by and shall hold office

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at the pleasure of the Trustees. Any two or more offices, except those of
Chairman and President, President and Secretary, or President and Assistant
Secretary, may be held by the same person.

                 SECTION 2.       POWERS AND DUTIES OF THE CHAIRMAN. The 
Chairman shall, if present, preside at all meetings of the Trustees and of the
Shareholders and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Trustees. The Chairman shall have the
power and authority to execute all written instruments on behalf of the Trust of
every nature whatsoever. He shall be, ex officio, a member of all standing
committees.

                 SECTION 3.       POWERS AND DUTIES OF THE PRESIDENT. The 
President shall be the chief executive officer of the Trust and, subject to the
control of the Trustees, shall have general supervision, direction and control
of the business of the Trust and its employees and shall have such other powers
and duties as are usually vested in the office of president and chief executive
officer of a corporation. The President shall have the power and authority to
execute all written instruments on behalf of the Trust of every nature
whatsoever. In the absence of the Chairman, he shall preside at all meetings of
the Trustees and of the Shareholders. He shall be, ex officio, a member of all
standing committees.

                 SECTION 4.       POWERS AND DUTIES OF THE VICE PRESIDENTS. In 
the absence or disability of the President, the Vice-Presidents in order of
their rank as fixed by the Trustees or, if not ranked, the Vice-President
designated by the Trustees, shall perform all of the duties of the President and
when so acting shall have all the powers of and be subject to all of the
restrictions upon the President. The Vice-Presidents shall have the power and
authority to execute on behalf of the Trust all written instruments of every
nature whatsoever. The Vice-Presidents shall have such other powers and perform
such other duties as are prescribed for them from time to time by the Trustees.

                 SECTION 5.       DUTIES OF THE SECRETARY.  The Secretary shall

                 (a) Minutes. Keep full and complete minutes of the meetings of
         the Trustees and of the meetings of the Shareholders and give notice,
         as required, of all such meetings;

                 (b) Trust Seal. Keep the seal of the Trust and affix the same
         to all instruments executed by the Trust which require it;

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                 (c) Records. Maintain custody of and keep the records of the
         Trust except such as are in the custody of the Treasurer;

                 (d) General Duties. Generally, perform all duties which pertain
         to his office and which are required by the Trustees.

                 SECTION 6.       DUTIES OF THE TREASURER.  The Treasurer shall

                 (a) Books of Account. Maintain custody of and keep the books of
         account of the Trust;

                 (b) Receipt, Deposit and Disbursement of Funds. Receive,
         deposit and disburse funds belonging to the Trust;

                 (c) General Duties. Generally, perform all duties which pertain
         to his office and which are required by the Trustees.

                                   ARTICLE III

                                  SHAREHOLDERS

                 SECTION 1.       QUORUM. The presence in person or by proxy of
Persons entitled to vote a majority of the voting shares at any meeting of
Shareholders shall constitute a quorum. The Shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment notwithstanding the withdrawal of enough Shareholders to leave
less than a quorum.

                 SECTION 2.       PLACE OF MEETING. Meetings of the 
Shareholders shall be held at the principal office of the Trust or at another
convenient location within or without the State of Maryland as is designated by
the Trustees or by the written consent of all Shareholders entitled to vote
thereat, given either before or after the meeting and filed with the Secretary
of the Trust.
        
                 SECTION 3.       ANNUAL MEETING. A regular annual meeting of 
the Shareholders shall be held subsequent to the delivery to all Shareholders
entitled to vote thereat of the annual report for the preceding fiscal year. The
annual meeting shall be held no later than the expiration of six calendar months
following the end of each preceding fiscal year beginning with the first full
fiscal year on such business day and at such time as shall be designated by the
Trustees.

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                 SECTION 4.       SPECIAL MEETINGS. Special meetings of the
Shareholders may be held at any time for any purpose or purposes. Such special
meetings may be called at any time by the President or by the Trustees or by any
two or more Trustees, or by one or more Shareholders holding not less than 25%
of the outstanding Shares of the Trust.

                 SECTION 4A.      NOMINATION OF TRUSTEES. Nominations of 
Persons for election as Trustees at an annual meeting of the Shareholders may
be made at such meeting only by or at the direction of the Trustees, by any
nominating committee or person(s) appointed by the Trustees, or by any
Shareholder entitled to vote for the election of Trustees at the meeting who
complies with the notice procedures set forth in this Section 4A.
        
                 Any Shareholder entitled to vote for the election of Trustees
may nominate one or more Persons for election as Trustee at a meeting of
Shareholders only if written notice of such Shareholder's intent to make such
nomination or nominations has been delivered personally to the Secretary at, or
been mailed to the Secretary and received at, the principal executive offices of
the Trust not less than 50 days nor more than 75 days prior to the meeting;
provided, however, that in the event that less than 60 days' notice or prior
public disclosure of the date of meeting is given or made to Shareholders,
notice by the Shareholder to be timely must be so delivered or received not
later than the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made, whichever first
occurs. Such Shareholder's notice to the Secretary shall set forth: (i) the name
and address of the Shareholder who intends to make the nominations(s) and of the
Person or Persons to be nominated; (ii) the class and number of Shares that are
held of record, beneficially owned and represented by proxy by such Shareholder
as of the record date for the meeting (if such date then shall have been made
publicly available) and as of the date of such notice; (iii) a representation
that such Shareholder intends to appear in person or by proxy at the meeting to
nominate the Person or Persons specified in the notice; (iv) a description of
any contract, arrangement or understanding between such Shareholder and each
nominee and any other Person or Persons (naming such Person or Persons) pursuant
to which the nomination or nominations are to be made by such Shareholder; (v)
such other information regarding each nominee proposed by such Shareholder as
would be required to be disclosed in a proxy statement used in a solicitation of
proxies for the election of directors which solicitation was subject to the
rules and regulations of the Securities and Exchange Commission (the "SEC")
under Section 14 of the Securities Exchange Act of 1934 (the "Exchange Act"), as
from time to time amended; and (vi) the consent of each nominee to serve as a
Trustee if so elected.

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                 No Person shall be eligible for election as a Trustee unless as
nominated in accordance with the procedures set forth herein.

                 SECTION 5.       ADJOURNED MEETINGS. Any meeting of 
Shareholders, whether or not a quorum is present, may be adjourned from day to
day or from time to time by the vote of a majority of the Shares the holders of
which are either present at the meeting or represented by proxy. The motion for
adjournment shall be lodged with the records of the Trust.

                 SECTION 6.       NOTICE OF REGULAR OR SPECIAL MEETINGS. Written
notice specifying the place, day and hour of any regular or special meeting, the
general nature of the business to be transacted thereof, to the extent required
by law, and all other matters required by law shall be given to each Shareholder
of record entitled to vote, either personally or by sending a copy thereof by
mail or telegraph to his address appearing on the books of the Trust or
theretofore given by him to the Trust for the purpose of notice or, if no
address appears or has been given, addressed to the place where the principal
office of the Trust is situated. It shall be the duty of the Secretary to give
notice of each Annual Meeting of the Shareholders at least ten (10) days and not
more than forty (40) days before the date on which it is to be held. If notice
is not so given by the Secretary, it may be given by any other officer.

                 Within twenty (20) days after the Trust receives a Shareholder
request for the calling of a special meeting, the Trustees shall designate the
date on which such meeting is to be held and the Secretary shall give notice of
such meeting. Any such special meeting shall be held on a date not earlier than
the twentieth (20th) day, and not later than the ninetieth (90th) day, following
the date on which such notice is given. If the date of such special meeting is
not so fixed and notice thereof given within seven (7) days after the date such
Shareholder request is received by the Trust, the date of such meeting may be
fixed by the Person or Persons requesting the meeting, in which event notice of
such meeting shall be given by such Person or Persons not less than seven (7),
nor more than sixty (60), days before the date on which the meeting is to be
held.

                 Notwithstanding the foregoing, if as of the date a Shareholder
request for a special meeting is received or within twenty (20) days thereafter,
the Trustees have called or call a meeting of Shareholders (whether annual or
special) for a purpose or purposes other than the purpose(s) stated in the
Shareholder request, the Trustees need not call, and the Secretary need not give
notice of, a separate and additional meeting of Shareholders for the purpose(s)
stated in the Shareholder request if (i) the Trustees determine in good faith
that calling such a separate and additional meeting would require the Trust to
incur undue cost and expense, and (ii) the Secretary notifies both the
requesting

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<PAGE>   14



Shareholder(s) and all other Shareholders entitled to vote, within twenty (20)
days after the Trust receives the Shareholder request, that the matter(s)
proposed by the requesting Shareholder(s) to be considered at a special meeting
may be proposed and considered at the meeting otherwise called by the Trustees.
In addition, if not later than the thirtieth (30th) day prior to the date on
which any special meeting called by the Trustees pursuant to a Shareholder
request is to be held, the Trustees determine in good faith to present for
consideration by the Shareholders of the Trust one or more matters other than
those proposed by the requesting Shareholder(s) to be considered, the Trustees
may postpone the previously called special meeting for a period of up to sixty
(60) days following the date of which notice of such postponement is given.
Notice of such postponement and of the additional matter(s) to be considered at
such meeting shall be given by the Secretary to all Shareholders entitled to
vote at the meeting not later than the thirtieth (30th) day prior to the
originally scheduled meeting date.

                 For purposes of this Section 6, a Shareholder request shall be
deemed received by the Trust when delivered to an officer of the Trust in person
or on the date on which such request is mailed to the Trust, duly addressed to
its principal office.

                 SECTION 7.       NOTICE OF ADJOURNED MEETINGS. It shall not be
necessary to give any notice of the time and place of any adjourned meeting or
of the business to be transacted thereat other than by announcement at the
meeting at which such adjournment is taken.

                 SECTION 8.       PROXIES. The appointment of a proxy or 
proxies shall be made by an instrument in writing executed by the Shareholder
or his duly authorized agent and filed with the Secretary of the Trust. No
proxy shall be valid after the expiration of eleven (11) months from the date
of its execution unless the Shareholder executing it specifies therein the
length of time for which it is to continue in force, which is no case shall
exceed seven (7) years from the date of its execution. At a meeting of
Shareholders all questions concerning the qualification of voters, the validity
of proxies, and the acceptance or rejection of votes, shall be decided by the
secretary of the meeting unless inspectors of election are appointed pursuant
to Section 11 of this Article III, in which event such inspectors shall pass
upon all questions and shall have all other duties specified in said section.
        
                 SECTION 9.       CONSENT OF ABSENTEES. The transactions of any
meeting of Shareholders, either annual, special, or adjourned, however called
and noticed, shall be as valid as though had at a meeting duly held after the
regular call and notice if a quorum is present and, if either before or after
the meeting, each Shareholder entitled to vote, not present in person

                                      -11-


<PAGE>   15



or by proxy, signs a written waiver of notice or a consent to the holding of
such meeting or an approval of the minutes thereof. All such waivers, consents
or approvals shall be lodged with the Trust records or made a part of the
minutes of the meeting.

                 SECTION 10.       VOTING RIGHTS.  If no future date is fixed 
for the determination of the Shareholders entitled to vote at any meeting of
Shareholders, only Persons in whose names Shares entitled to vote stand on the
stock records of the Trust on the day of any meeting of Shareholders shall be
entitled to vote at such meeting
        
                 SECTION 11.       NO CUMULATIVE VOTING.  Shareholders shall
not be entitled to cumulate votes in any elections of Trustees of the Trust.

                 SECTION 12.       CONDUCT OF MEETINGS; INSPECTORS OF ELECTION.
The presiding officer at a meeting of the Shareholders shall have all power and
authority vested in a presiding officer by law or practice, including, without
limitation, the authority to determine whether the nomination of any person is
made in compliance with applicable provisions of these Trustees' Regulations
(and to refuse to acknowledge the nomination of any Person not made in such
compliance); to determine whether any item of business proposed to be brought
before the meeting has been properly brought (and to declare that any business
not so brought shall be disregarded and not transacted); to establish rules
pertaining to reasonable time limits and the amount of time that may be taken up
in remarks by any Shareholder or group of Shareholders and otherwise pertaining
to the conduct of the meeting; and to otherwise decide all matters relating to
the conduct of the meeting. The presiding officer may appoint a parliamentarian
and one presiding officer may appoint a parliamentarian and one or more
sergeants-at-arms. The parliamentarian may advise the presiding officer upon
matters relating to the conduct of the meeting. The sergeant- or
sergeants-at-arms shall have authority to take any and all actions that such
Persons deem necessary or appropriate to assure that the meeting is conducted
with decorum and in an orderly manner, including, without limitation, authority
to expel or cause the expulsion of any Person who the presiding officer
determines is failing to comply with the rules concerning the conduct of, or is
otherwise disrupting, the meeting.

                 In advance of any meeting of the Shareholders, the Trustees may
appoint any one or more Persons (other than nominees for office) to act as
inspectors of election at the meeting or any adjournment thereof. If no
inspector of election is so appointed, the presiding officer of the meeting may,
and on the request of any Shareholder or his proxy shall, appoint one or more
such inspectors of election. The number of inspectors shall be either one (1) or
three (3), as determined by the presiding officer; provided, however, that if
such inspector(s) is or are

                                      -12-


<PAGE>   16



to be appointed at the meeting on the request of one or more Shareholders or
proxies, the holders of a majority of Shares present (in person or by duly
executed proxy) shall determine whether one (1) or three (3) inspectors are to
be appointed. If the Person appointed as inspector or election fails to appear
at the meeting or fails or refuses to act as inspector, the presiding officer of
the meeting may, and upon the request of any Shareholder or his proxy shall,
appoint a Person to fill that vacancy. The inspectors of election shall:

                 (a) Determine the number of Shares outstanding and the voting
         power of each, the Shares represented at the meeting, the existence of
         a quorum, and the authenticity, validity and effect of proxies;

                 (b)  Receive votes, ballots or consents;

                 (c)  Count and tabulate all vote or consents;

                 (d) Determine and report to the Trust the results of the
         voting; and

                 (e) Do any other acts that may be proper to conduct the
         election or vote with fairness to all Shareholders.

                 On the request of the presiding officer of the meeting or of
any Shareholder or his proxy, the inspector(s) of election shall make a report
in writing of any question or other matter determined by him or them and execute
a certificate of any facts found by him or them.

                 If there are three (3) inspectors of election, the decision,
act, report or certificate of a majority shall be effective in all respects as
the decision, act, report or certificate of the inspectors."

                 SECTION 13.        BUSINESS. Except as may be otherwise 
provided by applicable law, the only business that shall be conducted at any 
meeting of the Shareholders (other than matters incident to the conduct of the
meeting) shall be business brought before the meeting by or at the direction 
of the Trustees or by a Shareholder who complies with the procedures set forth 
in this Section 13.

                 Except as otherwise provided by Section 4A of Article I of
these Trustees' Regulations or by applicable law, the only business that shall
be conducted at any meeting of the Shareholders shall (i) have been specified in
the notice of the meeting (or any supplement thereto) given by or at the
direction of the Trustees, (ii) otherwise be brought before such meeting by or
at the direction of the Trustees or the presiding officer of the meeting, or
(iii) be otherwise properly brought before the

                                      -13-


<PAGE>   17



meeting by or on behalf of a Shareholder who shall have been a Shareholder of
record on the record date for such meeting, who shall continue to be entitled to
vote thereat, and who shall have complied with the procedures set forth in the
remainder of this Section 13. In addition to any and all other applicable
requirements, for business to be properly brought before a meeting of the
Shareholders by a Shareholder, the Shareholder must have given timely notice
thereof in writing to the Secretary. To be timely, a Shareholder's notice must
be delivered personally or mailed to and received at, the principal executive
offices of the Trust not less than 50 days nor any more than 75 days prior to
the meeting of Shareholders at which such business is to be conducted; provided,
however, that in the event that less than 60 days' notice or prior public
disclosure of the date of the meeting is given or made to Shareholders, notice
by the Shareholder to be timely must be so delivered or received not later than
the 10th day following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made, whichever first occurs.

                 A Shareholder's notice to the Secretary shall set forth (i) a
description of each item of business the Shareholder proposes to bring before
the meeting and the wording of the proposal, if any, to be submitted for a vote
of the Shareholders with respect thereto; (ii) the name and address of the
Shareholder; (iii) the class and number of Shares held of record, owned
beneficially and represented by proxy by such Shareholder as of the record date
for the meeting (if such date shall then have been publicly disclosed) and as of
the date of such notice; and (iv) all other information that would be required
to be included in a proxy statement filed with the SEC if, with respect to any
such item of business, such Shareholder were a participant in a solicitation
subject to Section 14 of the Exchange Act.

                                   ARTICLE IV

                                  MISCELLANEOUS

                 SECTION 1.       RECORD DATES AND CLOSING OF TRANSFER BOOKS. 
From time to time the Trustees may fix a future date, not exceeding fifty (50) 
days preceding the date of any meeting of Shareholders or the date fixed for the
payment of any dividend or distribution or for the allotment of rights or when
any change or conversion or exchange of Shares is to go into effect, as the
record date for the determination of the Shareholders entitled to notice of and
to vote at any such meeting or to receive any such dividend or distribution or
any allotment of rights or to exercise the rights with respect to any such
change, conversion or exchange of Shares. If a time is so fixed only
Shareholders of record on the date so fixed shall be entitled to notice of and

                                      -14-


<PAGE>   18



to vote at such meeting or to receive such dividend or distribution or allotment
of rights or to exercise such rights, as the case may be, notwithstanding any
transfer of Shares on the books of the Trust after the record date so fixed.

                 SECTION 2.       INSPECTION OF TRUST RECORDS. The share
register or duplicate share register, the books of account, and the minutes of
the proceedings of the Shareholders and Trustees shall be open to inspection
upon the written demand of any Shareholder to the same extent as is permitted by
the laws of Maryland for the inspection of corporate records by corporate
shareholders. Such inspection may be made in person or by an agent or attorney
and shall include the right to make extracts. Demand of inspection shall be made
in writing upon the President, Secretary or Assistant Secretary of the Trust.

                 SECTION 3.       INSPECTION OF TRUSTEES' REGULATIONS. The
Trustees shall keep at the principal office for the transaction of business of
the Trust the original or a copy of the Trustees' Regulations as amended or
otherwise altered to date, certified by the Secretary, which shall be open to
inspection by the Shareholders at all reasonable times during office hours.

                 SECTION 4.       REPRESENTATION OF SHARES OF CORPORATIONS. The
Chairman, the President or any Vice-President and the Secretary or Assistant
Secretary of the Trust, acting either in person or by a proxy or proxies
designated in a written instrument duly executed by said officers, are
authorized to vote, represent, and exercise on behalf of the Trust all rights
incident to any shares of any corporation standing in the name of the Trust.

                                    ARTICLE V

                                      SEAL

                 The Trust shall have a seal containing the words: "Starwood
Lodging Trust, Maryland, 1969."

                                   ARTICLE VI

                                   AMENDMENTS

                 SECTION 1.       BY SHAREHOLDERS.  Except for any change for 
which a larger vote is required, these Trustees' Regulations may be amended or
repealed or new or additional Trustees'

                                      -15-


<PAGE>   19



Regulations may be adopted by the vote or written consent of Shareholders
entitled to exercise a majority of the voting power of the Trust.

                 SECTION 2.       BY TRUSTEES. These Trustees' Regulations may 
be amended or repealed or new or additional Trustees' Regulations may be adopted
by the vote or written consent of the Trustees. The power hereby delegated may
be revoked by the vote or written consent of Shareholders entitled to exercise a
majority of the voting power of the Trust.

                                   ARTICLE VII

                                   DEFINITIONS

                 All terms defined in the Declaration of Trust of Starwood
Lodging Trust dated as of August 15, 1969 as amended from time to time shall
have the same meaning when used in these Trustees' Regulations.


                                      -16-