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                                                                   Exhibit 10.54

                                    AMENDMENT
                                       TO
                            EXCHANGE RIGHTS AGREEMENT
                      (CLASS B OPERATING PARTNERSHIP UNITS)

      Amendment, dated as of October 10, 2002 (this "Amendment"), to Exchange
Rights Agreement dated as of January 2, 1998, among Starwood Hotels & Resorts
Worldwide, Inc. (the "Corporation"), SLC Operating Limited Partnership (the
"Operating Partnership") and certain limited partners of the Operating
Partnership (the "Agreement"). All capitalized terms used in this First
Amendment and not otherwise defined herein shall have the respective meanings
assigned thereto in the Agreement.

      WHEREAS, pursuant to Agreement, registered holders of Class B OP Units
have the right to tender Class B OP Units to the Corporation on or prior to the
Cross-Over Date in exchange for shares of Class B EPS; and

      WHEREAS, the Board of Directors of the Corporation has determined that it
is advisable and in the best interests of the Corporation and its shareholders
to exercise the Corporation's right pursuant to Section 2(c) of the Agreement to
modify the right to exchange Class B OP Units pursuant to the Agreement as set
forth in this Amendment to extend the period of time during which the holders of
Class B OP Units can exchange such units for Class B EPS.

      NOW, THEREFORE, the Corporation agrees, for its benefit and the benefit of
the holders of Class B OP Units, as follows:

      1.    Notwithstanding anything contained in Section 2(a) of the Agreement
            or in the form of Letter of Transmittal attached thereto as Exhibit
            A to the contrary, a holder of Class B OP Units may make a Class B
            EPS Request in a Letter of Transmittal delivered to the Trust after
            the Cross-Over Date and on or prior to January 2, 2004 (such period
            the "Extended Conversion Period"); provided, however, that by making
            a Class B EPS Request during the Extended Conversion Period, a
            holder of Class B OP Units shall be deemed, automatically and
            without the need for any further action, to have irrevocably and
            unconditionally agreed with the Corporation, in consideration of the
            Corporation's acceptance of such Class B EPS Request and exercise of
            the Class B EPS Delivery Option in respect thereof, that such holder
            will not exercise the Class B Redemption Right (as defined in the
            Declaration of Trust of Starwood Hotels & Resorts, a Maryland real
            estate investment trust and subsidiary of the Corporation) in
            respect of any Class B EPS issued to that holder pursuant to such
            Class B EPS Request before June 30, 2003.

      2.    Except as otherwise specifically set forth herein, all terms and
            provisions of the Agreement shall remain in full force and effect
            and shall be unmodified by the effectiveness of this Amendment.

      IN WITNESS WHEREOF, Starwood Hotels & Resorts Worldwide, Inc. has adopted
this Amendment as of the date first above written.

                                    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

                                    By:  Kenneth S. Siegel
                                         -----------------
                                      Name: Kenneth S. Siegel
                                      Title: Executive Vice President,
                                           General Counsel and Secretary