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                                                                      EXH. 10.31

                    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
                        RESTRICTED STOCK AWARD AGREEMENT

      Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the
"Company"), has granted to the individual (the "Holder") named in the award
notification attached hereto as Appendix A (the "Award Notification") as of the
grant date set forth in the Award Notification (the "Grant Date"), pursuant to
the provisions of the Starwood Hotels & Resorts Worldwide, Inc. 1999 Long-Term
Incentive Compensation Plan (the "Plan"), a Restricted Stock Award (the "Award)
of the number of Units set forth in the Award Notification, upon and subject to
the restrictions, terms and conditions set forth below. References to employment
by the Company shall include employment by a Subsidiary. Capitalized terms not
defined herein shall have the meanings specified in the Plan.

      1.    Award Subject to Acceptance of Agreement. The Award shall be null
and void unless the Holder shall accept this Agreement by executing the Award
Notification in the space provided therefor and returning the original execution
copy of the Award Notification to the Company. As soon as practicable after the
Holder has executed the Award Notification and returned the same to the Company,
the Company shall cause to be issued in the Holder's name a stock certificate or
certificates representing the total number of Units subject to the Award.

      2.    Rights as a Stockholder. The Holder shall have the right to vote the
Units subject to the Award unless and until such Units are forfeited pursuant to
Paragraph 4 hereof. Any dividend and any other distribution (including, without
limitation, a stock dividend or stock split) with respect to Units subject to
the Award that have not vested pursuant to Paragraph 4 hereof shall be delivered
to the Company and shall be subject to the same restrictions as the Units with
respect to which such dividend or other distribution was made. Any dividends and
other distributions with respect to unvested Units that later become vested
shall be delivered to the Holder at the time the certificate or certificates for
such vested Units are delivered pursuant to Paragraph 3 hereof. Any dividends
and other distributions with respect to unvested Units that are later forfeited
shall be forfeited.

      3.    Custody and Delivery of Certificates Representing Units. The Company
shall hold the certificate or certificates representing the Units subject to the
Award until such Award shall have vested, in whole or in part, pursuant to
Paragraph 4 hereof, and the Company shall as soon thereafter as practicable,
subject to Section 6.2, deliver the certificate or certificates for the vested
Units to the Holder.

      4.    Restriction Period and Vesting. (a) The Award shall vest (i) with
respect to such portion of the Units subject to the Award and on such dates as
set forth in the Award Notification, or (ii) earlier pursuant to Section 4(b)
hereof or in accordance with Section 8.7 or Section 15.1 of the Plan (the
"Restriction Period").

      (b)   If the Holder's employment by the Company terminates by reason of
Disability, or death, the Award shall become fully vested as of the effective
date of the Holder's termination of employment.

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            (c)   If the Holder's employment by the Company terminates by reason
of Retirement, the Award will continue to vest as set forth in the Award
Agreement relating to such Restricted Stock Award, provided that any unvested
portion of a Restricted Stock Award will be canceled on the fifth anniversary of
the Participant's effective date of Retirement. The foregoing notwithstanding,
during the five year period beginning from the date of Retirement, all unvested
Restricted Stock Awards held by Participant will be canceled in the event
Participant accepts any employment, assignment, position or responsibility, or
acquires any ownership interest (other than holding and making investments in
common equity securities of any corporation, limited partnership or other entity
that has its common equity securities traded in a generally recognized market,
provided such equity interest therein does not exceed 5% of the outstanding
shares or equity interests in such corporation, limited partnership or other
entity), which involves the Participant's participation in a hotel and leisure
company engaged in the operation of owned hotels, management of hotels,
franchising hotels, development and operation of vacation ownership resorts and
the marketing or selling of vacation ownership interests. If Holder dies during
the five-year period following termination of employment by reason of
Retirement, the Award shall become fully vested on the date of death.

            (d)   If the Holder's employment by the Company terminates for any
reason other than Disability, Retirement or death, the portion of the Award
which is not vested as of the effective date of the Holder's termination of
employment shall be forfeited by the Holder and such portion shall be cancelled
by the Company.

            5.    Termination of Award. In the event that the Holder shall
forfeit all or a portion of the Units subject to the Award, the Holder shall,
upon the Company's request, promptly return this Agreement to the Company for
full or partial cancellation, as the case may be. Such cancellation shall be
effective regardless of whether the Holder returns this Agreement.

            6.    Additional Terms and Conditions of Award.

            6.1.  Nontransferability of Award. During the Restriction Period,
the Units subject to the Award and not then vested may not be transferred by the
Holder other than by will, the laws of descent and distribution or pursuant to
beneficiary designation procedures approved by the Company. Except to the extent
permitted by the foregoing, during the Restriction Period, the Units subject to
the Award and not then vested may not be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process. Upon
any attempt to so sell, transfer, assign, pledge, hypothecate or encumber, or
otherwise dispose of such Units, the Award shall immediately become null and
void.

            6.2.  Withholding Taxes. (a) As a condition precedent to the
delivery to the Holder of any Units subject to the Award, the Holder shall, upon
request by the Company, pay to the Company such amount of cash as the Company
may be required, under all applicable federal, state, local or other laws or
regulations, to withhold and pay over as income or other withholding taxes (the
"Required Tax Payments") with respect to the Award. If the Holder shall fail to
advance the Required Tax Payments after request by the Company, the Company may,
in its discretion, deduct any Required Tax Payments from any amount then or
thereafter payable by the Company to the Holder.

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      (b) The Holder may elect to satisfy his or her obligation to advance the
Required Tax Payments by any of the following means: (1) a cash payment to the
Company pursuant to Section 6.2(a), (2) delivery (either actual delivery or by
attestation procedures established by the Company) to the Company of previously
owned whole Units (which the Holder has held for at least six months prior to
the delivery of such Units or which the Holder purchased on the open market and
for which the Holder has good title, free and clear of all liens and
encumbrances) having a Fair Market Value, determined as of the date the
obligation to withhold or pay taxes first arises in connection with the Award
(the "Tax Date"), equal to the Required Tax Payments, (3) authorizing the
Company to withhold from the Units otherwise to be delivered to the Holder
pursuant to the Award, a number of whole Units having a Fair Market Value,
determined as of the Tax Date, equal to the Required Tax Payments, (4) a cash
payment by a broker-dealer acceptable to the Company through whom the Holder has
sold the Units with respect to which the Required Tax Payments have arisen or
(5) any combination of (1), (2) and (3). The Committee shall have sole
discretion to disapprove of an election pursuant to any of clauses (2)-(5).
Units to be delivered or withheld may not have a Fair Market Value in excess of
the minimum amount of the Required Tax Payments. Any fraction of a Unit which
would be required to satisfy such an obligation shall be disregarded and the
remaining amount due shall be paid in cash by the Holder. No certificate
representing a Unit shall be delivered until the Required Tax Payments have been
satisfied in full.

      6.3.  Adjustment. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of Units, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Units other than a regular cash
dividend, the number and class of securities subject to the Award shall be
appropriately adjusted by the Committee. If any adjustment would result in a
fractional security being subject to the Award, the Company shall pay the Holder
in connection with the vesting, if any, of such fractional security, an amount
in cash determined by multiplying (i) such fraction (rounded to the nearest
hundredth) by (ii) the Fair Market Value on the vesting date. The decision of
the Committee regarding any such adjustment shall be final, binding and
conclusive.

      6.4.  Compliance with Applicable Law. The Award is subject to the
condition that if the listing, registration or qualification of the Units
subject to the Award upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the vesting
or delivery of Units hereunder, the Units subject to the Award shall not vest or
be delivered, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained, free of
any conditions not acceptable to the Company. The Company agrees to use
reasonable efforts to effect or obtain any such listing, registration,
qualification, consent or approval. As a further condition precedent to the
delivery to the Holder of any Units subject to the Award, the Holder shall
comply with all regulations and requirements of any regulatory authority having
control of or supervision over the issuance of the Units and, in connection
therewith, shall execute any documents which the Board or any committee
authorized by the Board shall in its sole discretion deem necessary or
advisable.

      6.5.  Award Confers No Rights to Continued Employment. In no event shall
the granting of the Award or its acceptance by the Holder give or be deemed to
give the Holder any right to continued employment by the Company or any
affiliate of the Company.

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      6.6.  Decisions of Board or Committee. The Board or the Committee shall
have the right to resolve all questions that may arise in connection with the
Award. Any interpretation, determination or other action made or taken by the
Board or the Committee regarding the Plan or this Agreement shall be final,
binding and conclusive.

      6.7.  Agreement Subject to the Plan. This Agreement is subject to the
provisions of the Plan and shall be interpreted in accordance therewith. The
Holder hereby acknowledges receipt of a copy of the Plan.

      7.    Miscellaneous Provisions.

      7.1.  Meaning of Certain Terms. As used herein, the term "vest" shall mean
no longer subject to forfeiture. References in this Agreement to sections of the
Code shall be deemed to refer to any successor section of the Code or any
successor internal revenue law.

      7.2.  Successors. This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company and any person or persons
who shall, upon the death of the Holder, acquire any rights hereunder in
accordance with this Agreement or the Plan.

      7.3.  Notices. All notices, requests or other communications provided for
in this Agreement shall be made, if to the Company, to the Company, or its
designated representative at corporate headquarters in White Plains, New York,
Attention: Human Resources, and if to the Holder, to the address set forth for
the Holder on the records of the Company. All notices, requests or other
communications provided for in this Agreement shall be made in writing either
(a) by personal delivery to the party entitled thereto, (b) by facsimile with
confirmation of receipt, (c) by mailing in the United States mails to the last
known address of the party entitled thereto or (d) by express courier service.
The notice, request or other communication shall be deemed to be received upon
personal delivery, upon confirmation of receipt of facsimile transmission, or
upon receipt by the party entitled thereto if by United States mail or express
courier service; provided, however, that if a notice, request or other
communication is not received during regular business hours, it shall be deemed
to be received on the next succeeding business day of the Company.

      7.4.  Governing Law. This Agreement, the Award and all determinations made
and actions taken pursuant hereto and thereto, to the extent not otherwise
governed by the laws of the United States, shall be governed by the laws of the
State of New York and construed in accordance therewith without giving effect to
conflicts of laws principles.

                                       STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

                                       /s/ David Norton
                                       -----------------------------------------

                                       By: David Norton, Executive Vice
                                           President, Human Resources

March 2002

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