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                                                                    EXHIBIT 10.1


                             FIRST AMENDMENT TO THE
                    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
                   2002 LONG-TERM INCENTIVE COMPENSATION PLAN

This First Amendment to the Starwood Hotels & Resorts Worldwide, Inc. 2002
Long-Term Incentive Compensation Plan (the "Plan") is dated as of July 30, 2002.

                                   Background

The Compensation Committee of Starwood Hotels & Resorts Worldwide, Inc. (the
"Company") has determined that it is advisable and in the best interests of the
Company to amend certain provisions of the Plan as set forth below.

                                    Amendment

1. Amendment. Section 5.6 of the Plan is deleted in its entirety and the
following language is substituted:

         5.6 Payment. Options shall be exercised by the delivery of an oral,
written or electronic notice of exercise to the Company or its designated
representative, setting forth the number of Shares with respect to which the
Option is to be exercised. Full payment of the Option Price (less any amount
previously paid by the Participant to acquire the Option) must be made on or
prior to the Payment Date, as defined below. The Option Price shall be payable
to the Company, either: (a) in cash, (b) cash equivalent approved by the
Committee, (c) if approved by the Committee, by tendering previously acquired
Shares (or delivering a certification or attestation of ownership of such
Shares) having an aggregate Fair Market Value at the time of exercise equal to
the total Option Price (provided that the tendered Shares must have been held by
the Participant for any period required by the Committee), or (d) by a
combination of (a), (b) and (c). The Committee also may allow cashless exercises
as permitted under Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions, or by any other means which the Committee
determines to be consistent with the Plan's purpose and applicable law. "Payment
Date" shall mean the date on which a sale transaction in connection with a
cashless exercise (whether or not payment is actually made pursuant to a
cashless exercise) would have settled in connection with the subject option
exercise. No certificate representing a Share shall be delivered until the full
Option Price has been paid.

2. Defined Terms. All capitalized terms used in this Amendment and not defined
in this Amendment shall have the definitions assigned in the Plan.

3. No Other Changes. All other provisions of the Plan remain in effect.

4. Governing Law. To the extent not preempted by federal law, this Amendment
shall be construed in accordance with and governed by the laws of the State of
Maryland.

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This Amendment is effective as of July 30, 2002 and shall apply to all exercises
of stock options under the Plan made after the effective date.


                                          STARWOOD HOTELS &
                                          RESORTS WORLDWIDE, INC.

                                          By:___________________________
                                          David Norton
                                          Executive Vice President