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                                ITT CORPORATION
 
   
    PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 12,
   [ITT LOGO]                        1998.
    
 
   
       The undersigned hereby constitutes and appoints Richard S. Ward and
   Patrick L. Donnelly, and each of them, true and lawful agents and proxies
   of the undersigned, with full power of substitution, to represent the
   undersigned and to vote all shares of stock which the undersigned is
   entitled to vote at the Special Meeting of Stockholders of ITT Corporation
   (the "Company") to be held on February 12, 1998, and at any and all
   adjournments and postponements thereof, on all matters before such
   meeting.
    
 
   
       THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. HOWEVER, IF
   NO VOTE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE AMENDED AND
   RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 12, 1997, AMONG
   STARWOOD LODGING CORPORATION, CHESS ACQUISITION CORP., STARWOOD LODGING
   TRUST AND ITT CORPORATION WHICH IS MORE FULLY DESCRIBED IN THE JOINT PROXY
   STATEMENT/PROSPECTUS DATED JANUARY 14, 1998, OF WHICH THE UNDERSIGNED
   STOCKHOLDER ACKNOWLEDGES RECEIPT.
    
 
       THIS PROXY GRANTS DISCRETIONARY AUTHORITY TO VOTE ON OTHER MATTERS
   THAT MAY COME BEFORE THE MEETING IN ACCORDANCE WITH THE DISCRETION OF THE
   NAMED PROXIES.
 
       PLEASE VOTE, SIGN AND DATE THIS PROXY ON THE OTHER SIDE AND RETURN
   PROMPTLY IN THE ENCLOSED ENVELOPE.
 
       THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF ITT
   CORPORATION.
 
       THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED,
   THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.
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    X Please mark your
 
      vote as in this example   ITT CORPORATION
 
   
       A Special Meeting of Stockholders of ITT Corporation will be held at
   11:30 a.m. on Monday, February 12, 1998, at the New York Ballroom of the
   Sheraton New York Hotel & Towers, 811 Seventh Avenue, New York, New York.
   Stockholders of record at the close of business on December 19, 1997 will
   be entitled to vote at the meeting and any postponement or adjournment
   thereof. Stockholders of record who plan to attend the Special Meeting in
   person may request an admission card by marking the box below.
   Stockholders who hold their shares beneficially through bank or brokerage
   accounts should bring with them proof of their ownership if they wish to
   attend the meeting.
    
 
       THE BOARD OF DIRECTORS OF ITT CORPORATION RECOMMENDS A VOTE FOR
   PROPOSAL 1.
 
   
  1. PROPOSAL TO APPROVE THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
    DATED AS OF NOVEMBER 12, 1997, AMONG STARWOOD LODGING CORPORATION, CHESS
         ACQUISITION CORP., STARWOOD LODGING TRUST AND ITT CORPORATION.
               [ ] FOR          [ ] AGAINST          [ ] ABSTAIN
    
 
                 [ ] I PLAN TO ATTEND
 
                 Please sign this proxy exactly as your name appears hereon.
                 Joint owners should each sign personally. Trustees and other
                 fiduciaries should indicate the capacity in which they sign,
                 and where more than one name appears, a majority should sign.
                 If a corporation, the signature should be that of an authorized
                 officer who should state his or her title.

                 Signature: _______________________________ Date: ______________
 
                 Signature: _______________________________ Date: ______________
 
 
   Whether or not you plan to attend the meeting, you can assure that your
   shares are represented by promptly completing, signing, dating and returning
   the proxy card using the enclosed envelope.
 
                                                                      [ITT LOGO]