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                                                                     EXHIBIT 3.4

                              AMENDED AND RESTATED
                                    BYLAWS OF
                    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

                (AS AMENDED AND RESTATED THROUGH APRIL 15, 1999)



                                    ARTICLE I

                                     OFFICES

                  In addition to the required principal office, Starwood Hotels
& Resorts Worldwide, Inc. (the "Corporation") may have such offices at such
places, both within and without the State of Maryland, as the Board of Directors
from time to time determines or as the business of the Corporation from time to
time requires.

                                   ARTICLE II

                          MEETINGS OF THE STOCKHOLDERS

                  SECTION 1. ANNUAL MEETINGS. Annual meetings of the
stockholders shall be held on such date and at such time and at such place in
the United States (within or without the State of Maryland) as is designated
from time to time by the Board of Directors and stated in the notice of the
meeting. At each annual meeting the stockholders shall elect Directors and shall
transact such other business as may properly be brought before the meeting.

                  SECTION 2. SPECIAL MEETINGS. (a) General. The President, the
Board of Directors, the Chairman of the Board or any two or more Directors may
call special meetings of the stockholders. Subject to subsection (b) of this
Section 2, special meetings of stockholders shall also be called by the
Secretary upon the written request of the stockholders entitled to cast not less
than a majority of all the votes entitled to be cast at such meeting. Such
request shall state with reasonable specificity the purpose of such meeting and
the matters proposed to be acted on at such meeting.

                  (b) Stockholder Requested Special Meetings. (1) Any
stockholder of record seeking to have stockholders request a special meeting
shall, by sending written notice to the Secretary (the "Record Date Request
Notice") by certified or registered mail, return receipt requested, request the
Board of Directors to fix a record date to determine the stockholders entitled
to request a special meeting (the "Request Record Date"). The Record Date
Request Notice shall set forth the purpose of the meeting and the matters
proposed to be acted on at it, shall be signed by one or more stockholders of
record as of the date of signature (or their duly authorized proxies or other
representatives), shall bear the date of signature of each such stockholder (or
proxy or other representative) and shall set forth all information relating to
each such stockholder that must be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-11 thereunder. Upon receiving the
Record Date Request Notice, the Board of Directors may fix a Request Record
Date. The Request Record Date shall not precede and shall not be more than ten
Business Days (as defined below) after the close of business on the date upon
which the resolution fixing the Request Record Date is adopted by the Board of
Directors. If the Board of Directors,
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within ten Business Days after the date on which a valid Record Date Request
Notice is received, fails to adopt a resolution fixing the Request Record Date
and make a public announcement of such Request Record Date, the Request Record
Date shall be the close of business on the tenth Business Day after the first
date on which the Record Date Request Notice is received by the Secretary.

                  (2) In order for any stockholder to request a special meeting,
one or more written requests for a special meeting signed by stockholders of
record (or their duly authorized proxies or other representatives) as of the
Request Record Date entitled to cast not less than a majority (the "Special
Meeting Percentage") of all the votes entitled to be cast at such meeting (the
"Special Meeting Request"), shall be delivered to the Secretary. The Special
Meeting Request shall set forth with reasonable specificity the purpose of the
meeting and the matters proposed to be acted on at it (which shall be limited to
the matters set forth in the Record Date Request Notice received by the
Secretary of the Corporation), shall bear the date of signature of each
stockholder (or proxy or other representative) signing such request, shall set
forth the name and address, as they appear in the Corporation's books, of each
stockholder signing such request (or on whose behalf the Special Meeting Request
is signed) and the class and number of shares of stock of the Corporation that
are owned of record and beneficially by each such stockholder, shall be sent to
the Secretary by certified or registered mail, return receipt requested, and
shall be received by the Secretary within 60 days after the Request Record Date.
Any requesting stockholder may revoke his, her or its request for a special
meeting at any time by written revocation delivered to the Secretary.

                  (3) The Secretary shall inform the requesting stockholders of
the reasonably estimated cost of preparing and mailing the notice of meeting
(including the Corporation's proxy materials). The Secretary shall not be
required to call a special meeting upon stockholder request unless, in addition
to the documents required by paragraph (2) of this Section 2(b), the Secretary
receives from the requesting stockholders payment of such reasonably estimated
cost of preparing and mailing the meeting notice.

                  (4) Except as provided in the next sentence, any special
meeting shall be held at such place, date and time as may be designated by the
President, Board of Directors, Chairman of the Board or two or more Directors,
whoever has called the meeting. In the case of any special meeting called by the
Secretary upon the request of stockholders (a "Stockholder Requested Meeting"),
such meeting shall be held at such place, date and time as may be designated by
the Board of Directors; provided, however, that the date of any Stockholder
Requested Meeting shall be not more than 75 days after the Meeting Record Date
(as defined below); and provided further that if the Board of Directors fails to
designate, within ten Business Days after the date that a valid Special Meeting
Request is delivered to the Secretary (the "Delivery Date"), a date and time for
a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m.
local time on the 100th day after the Delivery Date or, if such 100th day is not
a Business Day, on the first preceding Business Day; and provided further that
in the event that the Board of Directors fails to designate a place for a
Stockholder Requested Meeting within ten Business Days after the Delivery Date,
then such meeting shall be held at the principal executive offices of the
Corporation. In fixing a date for any special meeting, the President, Board of
Directors, Chairman of the Board, or the two or more Directors who called the
meeting, may consider such factors as he, she or it deems relevant within the
good faith exercise of business judgment, including, without limitation, the
nature of the matters to be considered, the facts and circumstances surrounding
any request for meeting and any plan of the Board of Directors to call an annual
meeting or a special meeting. In the case of any Stockholder Requested Meeting,
(i) the record date for such meeting (the "Meeting Record Date") shall be not
later than the 25th day after the Delivery Date and (ii) if the Board of
Directors fails to fix the Meeting Record Date within 25 days after the Delivery
Date, then the close of business on such 25th day after the Delivery Date shall
be the Meeting Record Date.



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                  (5) If at any time as a result of written revocations of
requests for the special meeting, stockholders of record (or their duly
authorized proxies or other representatives) as of the Request Record Date
entitled to cast less than the Special Meeting Request Percentage shall have
delivered and not revoked requests for a special meeting, the Secretary may
refrain from mailing the notice of the meeting or, if the notice of the meeting
has been mailed, the Secretary may revoke the notice of the meeting at any time
before ten days before the meeting provided that the Secretary has first sent to
all other requesting stockholders written notice of such revocation and of
intention to revoke the notice of the meeting. Any request for a special meeting
received after a revocation of a notice of a meeting shall be considered a
request for a new special meeting.

                  (6) The Corporation may engage regionally or nationally
recognized independent inspectors of elections to act as the agent of the
Corporation for the purpose of promptly performing a ministerial review of the
validity of any purported Special Meeting Request received by the Secretary. For
the purpose of permitting the inspectors to perform such review, no such
purported request shall be deemed to have been delivered to the Secretary until
the earlier of (i) five Business Days after receipt by the Secretary of such
purported request and (ii) such date as the independent inspectors certify to
the Corporation that the valid requests received by the Secretary represent at
least a majority of the issued and outstanding shares of stock that would be
entitled to vote at such meeting. Nothing contained in this paragraph (6) shall
in any way be construed to suggest or imply that the Board of Directors or any
stockholder shall not be entitled to contest the validity of any request,
whether during or after such five Business Day period, or to take any other
action (including, without limitation, the commencement, prosecution or defense
of any litigation with respect thereto, and the seeking of injunctive relief in
such litigation).

                  (7) For purposes of these Bylaws, "Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of Maryland are authorized or obligated by law or executive order
to close.

         Notwithstanding the foregoing, if as of the date a stockholder request
for a special meeting is received or within twenty (20) days thereafter, the
Board of Directors has called or calls a meeting of stockholders (whether annual
or special) for a purpose or purposes other than the purpose(s) stated in the
stockholder request, the Board of Directors need not call, and the Secretary
need not give notice of, a separate and additional meeting of stockholders if
(i) the Board of Directors determines in good faith that calling such a separate
and additional meeting would require the Corporation to incur undue cost and
expense, and (ii) the Secretary notifies both the requesting stockholder(s) and
all other stockholders entitled to vote, within twenty (20) days after the
Corporation receives the stockholder request, that the matter(s) proposed by the
requesting stockholder(s) to be considered at a special meeting may be proposed
and considered at the meeting otherwise called by the Board of Directors. In
addition, if not later than the thirtieth (30th) day prior to the date on which
any special meeting called by the Board of Directors pursuant to a stockholder
request is to be held, the Board of Directors determines in good faith to
present for consideration by the stockholders of the Corporation one or more
matters other than those proposed by the requesting stockholder(s) to be so
considered, the Board of Directors may postpone the previously called special
meeting for a period of up to sixty (60) days following the date on 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 not
later than the thirtieth (30th) day prior to the originally scheduled meeting
date.

         SECTION 3. PRESIDING OFFICERS. Meetings of the stockholders shall be
presided over by the Chairman of the Board or by the President (as determined by
the Board of Directors) or, if the Chairman of the Board and the President are
not present, by a Vice President, or, if a Vice President is not present, such
person who is chosen by the Board of Directors, or, if none, by a person to be
chosen at the meeting by


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stockholders present in person or by proxy who own a majority of the shares of
capital stock of the Corporation entitled to vote and be represented at such
meeting. The secretary of meetings shall be the Secretary of the Corporation, or
an Assistant Secretary or such other person as may be chosen by the Board of
Directors, or, if none, such person who is chosen by the chairman of the
meeting.

         The presiding officer at a meeting of the stockholders 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 Bylaws (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 stockholder or group of stockholders 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 or more sergeants-at-arms. The parliamentarian may advise the presiding
officer upon matters relating to the conduct of the stockholders' 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.

         SECTION 4. ADJOURNMENTS. Whether or not a quorum is present at any
meeting of the stockholders, the presiding officer at the meeting shall have the
power to adjourn the meeting from time to time, without notice of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. Any business which might have been transacted at a meeting
as originally called may be transacted at any meeting held after adjournment as
provided in this Section 4, if a quorum is present in person or by proxy at such
reconvened meeting.

         SECTION 5. PROXIES. Whenever the vote or consent of stockholders is
required or permitted, such vote or consent may be given by a stockholder in
person or by proxy. The appointment of a proxy or proxies shall be made by an
instrument in writing executed by the stockholder or the stockholder's duly
authorized agent and filed with the Secretary of the Corporation. No proxy shall
be valid after the expiration of eleven (11) months from the date of its
execution unless the stockholder executing it specifies therein the length of
time for which it is to continue in force. At a meeting of stockholders 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 6 of
this Article II, in which event such inspectors shall pass upon all questions
and shall have all other duties specified in said section.

         SECTION 6. INSPECTORS OF ELECTION. In advance of any meeting of the
stockholders, the Board of Directors 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 stockholder or any
stockholder's 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 to be
appointed at the meeting on the request of one or more stockholders or proxies,
the holders of a majority of the total number of shares represented at the
meeting (in person or by duly executed proxy) shall determine whether one (1) or
three (3) inspectors are to be appointed. If any person appointed as inspector
of election fails to appear at the meeting or fails or refuses to act as
inspector, the presiding officer of the meeting may, and upon


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the request of any stockholder or any stockholder's proxy shall, appoint a
person to fill that vacancy. The inspectors of election shall:

                  (a) Determine the number of shares of capital stock
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 votes or consents;

                  (d) Determine and report to the Corporation 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 stockholders.

                  On request of the presiding officer of the meeting or of any
stockholder or any stockholder's 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 7.  NOMINATIONS AND PROPOSALS BY STOCKHOLDERS.

                  (a) Annual Meetings of Stockholders. (1) Nominations of
persons for election to the Board of Directors and the proposal of business to
be considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by or at
the direction of the Directors or (iii) by any stockholder of the Corporation
who was a stockholder of record both at the time of giving of notice provided
for in this Section 7(a) and at the time of the annual meeting, who is entitled
to vote at the meeting and who complied with the notice procedures set forth in
this Section 7(a).

                           (2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 7, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation and such other
business must otherwise be a proper matter for action by stockholders. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation (i) in the case of an annual
meeting held on or prior to June 30, 1999, not earlier than the close of
business on the 75th day prior to such annual meeting and not later than the
close of business on the later of the 50th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of such
meeting is first made by the Corporation or (ii) in the case of an annual
meeting held on or after July 1, 1999, not later than the close of business on
the 75th day nor earlier than the close of business on the 100th day prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
30 days or delayed by more than 60 days from such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the close of
business on the 100th day prior to such annual meeting and not later than the
close of business on the later of the 75th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of a postponement or adjournment of an annual meeting to a later
date or time commence a new time period for the giving of a stockholder's notice


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as described above. Such stockholder's notice shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or reelection as a
Director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Exchange Act (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Director if elected); (ii) as
to any other business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and of the beneficial owner, if
any, on whose behalf the proposal is made; and (iii) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made, (x) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner and (y) the
number of each class of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.

                  (3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 7 to the contrary, in the event that the number
of Directors to be elected to the Board of Directors is increased and there is
no public announcement by the Corporation naming all the nominees for Director
or specifying the size of the increased Board of Directors at least 70 days
prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Section 7(a) shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the
Corporation.

         (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which Directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
Directors shall be elected at such special meeting, by any stockholder of the
Corporation who was a stockholder of record both at the time of giving of notice
provided for in this Section 7(b) and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 7(b). In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more Directors to the Board
of Directors, any such stockholder may nominate a person or persons (as the case
may be) for election to such position as specified in the Corporation's notice
of meeting, if the stockholder's notice containing the information required by
paragraph (a) (2) of this Section 7 shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the tenth day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Directors to be elected at
such meeting. In no event shall the public announcement of a postponement or
adjournment of a special meeting to a later date or time commence a new time
period for the giving of a stockholder's notice as described above.

         (c) General. (1) Only such persons who are nominated in accordance with
the procedures set forth in this Section 7 (or have been appointed by the
Directors to fill a vacancy pursuant to Article III, Section 4 of these Bylaws)
shall be eligible to stand for election by the stockholders as Directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Section 7. The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 7 and, if


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any proposed nomination or business is not in compliance with this Section 7, to
declare that such nomination or proposal shall be disregarded.

                  (2) For purposes of this Section 7, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this Section
7, a stockholder shall also comply with all applicable requirements of state law
and of the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this Section 7. Nothing in this Section 7 shall be
deemed to affect any right of a stockholder to request inclusion of a proposal
in, nor the right of the Corporation to omit a proposal from, the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

         SECTION 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if there is filed with the records of stockholders meetings a unanimous
written consent which sets forth the action and is signed by each stockholder
entitled to vote on the matter and a written waiver of any right to dissent
signed by each stockholder entitled to notice of the meeting but not entitled to
vote at it.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors.

         SECTION 2. NUMBER; TENURE. The number of directors of the Corporation
shall be not less than three (3) nor more than twenty (20), and, within these
limits, may be fixed, increased or decreased from time to time by a majority of
the entire Board of Directors, but no such action may affect the tenure of
office of any director.

         The directors 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 each director to hold office until his or her
successor shall have been duly elected and qualified. At each annual meeting of
stockholders (i) directors elected to succeed the class of directors whose terms
then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director of the class to hold office until his or her successor shall have been
duly elected and qualified and (ii) except as otherwise required by law, if
authorized by a resolution of the Board of Directors, directors may be elected
to fill any vacancy on the Board of Directors, regardless of how such vacancy
shall have been created.

         SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
chosen by the vote of a majority of the entire Board of Directors. The Chairman
of the Board, if present, shall preside at all meetings of the Board of
Directors. The Chairman of the Board shall be, ex officio, a member of all
standing committees, but shall not in the capacity as Chairman of the Board be
deemed an officer of the Corporation.

         SECTION 4. VACANCIES. Except as otherwise required by law, unless the
Board of Directors otherwise determines, newly created directorships resulting
from any increase in the authorized number of directors or any vacancies on the
Board of Directors resulting from any cause shall be filled only by a majority


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vote of the directors then in office, though less than a quorum, and directors
so chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
elected expires and until such director's successor shall have been duly elected
and qualified. No decrease in the numbers of authorized directors constituting
the entire Board of Directors shall shorten the term of any incumbent director.

                  SECTION 5. RESIGNATION. Any director may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board, the
Present, or the Secretary of the Corporation. Unless otherwise specified in such
written notice, a resignation shall take effect upon delivery thereof. A
resignation need not be accepted in order for it to be effective.

                  SECTION 6. PLACE OF MEETINGS. Each meeting of the Board of
Directors shall be held at such place within or without the State of Maryland as
is fixed from time to time by resolution of the Board of Directors (or, in the
absence of such resolution, as specified in the notice of such meeting).

                  SECTION 7. ANNUAL MEETING. Promptly following each Annual
Meeting of Shareholders, a meeting of the Board of Directors shall be held for
the purpose of electing officers and transacting other business. Notice of such
meetings need not be given.

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

                  SECTION 9. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board, and the
Chairman of the Board shall call a special meeting at any time upon the written
request of two (2) directors. Written notice of the time and place of a special
meeting shall be given to each director, either personally or by sending a copy
thereof by mail or by telecopier to his or her address appearing on the books of
the Corporation or theretofore given by him or her to the Corporation for the
purpose of notice. In case of personal service or notice by telecopier, 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 at least seventy-two (72) hours prior to the time fixed for
the holding of the meeting. Notice of a meeting may be given by the Chairman of
the Board, the Directors requesting the meeting or the Secretary.

                  SECTION 10. ADJOURNMENTS. A quorum of the directors may
adjourn any meeting of the Board of Directors to meet again at a stated day and
hour. In the absence of a quorum a majority of the directors 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 Board of Directors. Notice of the time and
place of an adjourned meeting need not be given to any director of the time and
place is fixed at the meeting adjourned.

                  SECTION 11. COMPENSATION. Directors shall be entitled to such
compensation for their services as directors as from time to time may be fixed
by the Board of Directors. No director who receives compensation as a director
shall be barred from serving the Corporation in any other capacity or from
receiving compensation and reimbursement of reasonable expenses for any or all
such other services.

                  SECTION 12. ACTION BY CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting and without prior notice if a written consent in lieu of such
meeting which sets forth the action so taken is signed either before or after
such action by all directors. All written consents shall be filed with the
minutes of the Board's proceedings.


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                  SECTION 13. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS.
The Board of Directors may participate in meetings by means of conference
telephone or similar communications equipment, whereby all directors
participating in the meeting can hear each other at the same time, and
participation in any such meeting shall constitute presence in person at such
meeting. A written record shall be made of all actions taken at any meeting
conducted by a means of a conference telephone or similar communications
equipment.

                  SECTION 14. TRANSACTIONS WITH INTERESTED PERSONS. (a)
Notwithstanding anything to the contrary contained in these Bylaws, in addition
to any affirmative vote required either by law, the Partnership Agreement, the
Articles of Incorporation of the Corporation or these Bylaws, any Transaction
involving the Corporation or any of its subsidiaries or the Operating
Partnership shall require the affirmative vote of a majority of the directors
("Disinterested Members") on the Board of Directors of the Corporation 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 Exchange Act.

                  (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 or Associates beneficially owns, directly or
                  indirectly, within the meaning of Rule 13d-3 under the
                  Exchange Act; 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 of
                  Units solely by reason of a revocable proxy granted for a
                  particular meeting of stockholders, pursuant to a public
                  solicitation of proxies for such meeting, and with respect to
                  which Paired Shares or Units neither such Person not 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
                  Exchange Act, by any other Person with which such Person or
                  any of its Affiliates or Associates has any agreement,
                  arrangement or 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) "Interested Person" shall mean any Person who or which
         is the Beneficial Owner, directly or indirectly, of 5% or more 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


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<PAGE>   10
         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.

                  (iv) "Operating Partnership" shall mean SLC Operating Limited
         Partnership, a Delaware limited partnership.

                  (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 amended from time to time.

                  (vi) "Partnership Agreement" shall mean the Limited
         Partnership Agreement of the Operating Partnership, as amended from
         time to time.

                  (vii) "Partnerships" shall mean the Operating Partnership and
         SLT Realty 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) "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 by the Corporation,
         the Trust or the Partnerships with respect to the senior debt of SLT
         Realty Limited Partnership.

                  (x) "Trust" shall mean Starwood Hotels & Resorts, a Maryland
         real estate investment trust.

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

                  (c) 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.

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


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<PAGE>   11
                  (e) Notwithstanding anything to the contrary contained in
these Bylaws, this Section 14 may be amended or repealed only by a majority of
directors on the Board of Directors of the Corporation who are not employees,
officers, Affiliates or Associates of the Trust, the Corporation, the
Partnerships or any Interested Person.

                  SECTION 15. WAIVER OF NOTICE. The transactions of any meeting
of the Directors, 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 Directors 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 Corporation records or made a part of the
minutes of the meeting.

                  SECTION 16. INDEPENDENT DIRECTORS. Notwithstanding anything to
the contrary contained in these Bylaws, not less than a majority of the Board of
Directors of the Corporation shall be composed of "Independent Directors." For
purposes of this Section 16, an "Independent Director" is a Director of the
Corporation who is not employed by or an affiliate (as defined in Rule 12b-2 of
the General Rules and Regulations under the Exchange Act) of the Corporation,
the Trust or Starwood Capital Group, L.L.C.

                                   ARTICLE IV

                                   COMMITTEES

                  SECTION 1. EXECUTIVE COMMITTEE. (a) The Board of Directors may
appoint two or more directors to constitute an Executive Committee. One of such
directors shall be designated as Chairman of the Executive Committee. The
Executive Committee shall have and may exercise all of the rights, powers and
authority of the Board of Directors, except as expressly limited by the Maryland
General Corporation Law as amended from time to time.

                  (b) The Executive Committee shall fix its own rules of
procedure and shall meet at such times and at such place or places as it may
determine. The Chairman of the Executive Committee or, in the absence of a
Chairman, a member of the Executive Committee chosen by a majority of the
members present, shall preside at meetings of the Executive Committee, and
another member thereof or such other person chosen by the Executive Committee
shall act as secretary. A majority of the Executive Committee shall constitute a
quorum for the transaction of business, and the affirmative vote of a majority
of the members present at a meeting shall be required for any action of the
Executive Committee.

                  SECTION 2. OTHER COMMITTEES. The Board of Directors may
appoint such other committees as it shall deem advisable and with such authority
as the Board of Directors shall from time to time determine.

                  SECTION 3. OTHER PROVISIONS REGARDING COMMITTEES. (a) The 
Board of Directors shall have the power at any time to fill vacancies in, change
the membership of, or discharge any committee.

                  (b) Members of any committee shall be entitled to such
compensation for their services as from time to time may be fixed by the Board
of Directors. No committee member who receives compensation as a member of any
one or more committees shall be barred from serving the Corporation in any other
capacity or from receiving compensation and reimbursement of reasonable expenses
for any or all such other services.


                                       11
<PAGE>   12
                  (c) Unless prohibited by law, the provisions of Section 12, 13
and 15 of Article III shall apply to all committees.

                                    ARTICLE V

                                    OFFICERS

                  SECTION 1. POSITIONS. The officers of the Corporation shall be
chosen by the Board of Directors and shall consist of a President, one or more
Vice Presidents, a Secretary and a Treasurer. The Board of Directors also may
choose one or more Assistant Secretaries and Assistant Treasurers and such other
officers and agents at the Board from time to time deems necessary or
appropriate. The Board of Directors may delegate to the President of the
Corporation the authority to appoint any officer or agent of the Corporation and
to fill a vacancy other than the President, Secretary or Treasurer, and may
delegate to any other officer of the Corporation the authority to appoint any
officer or agent of the Corporation having a lower rank than the officer making
such appointment. The election or appointment of any officer of the Corporation
in itself shall not create contract rights for any such officer. All officers of
the Corporation shall exercise such powers and perform such duties as from time
to time shall be determined by the Board of Directors. Any two or more offices
may be held by the same person except the offices of President and Vice
President, President and Secretary, or President and Assistant Secretary.

                  SECTION 2. TERM OF OFFICE; REMOVAL. Each officer of the
Corporation shall hold office at the pleasure of the Board of Directors and any
officer may be removed, with or without cause, at any time by the affirmative
vote of a majority of the directors then in office, provided that any officer
appointed by another officer pursuant to authority delegated to such appointing
officer by the Board of Directors may be removed, with or without cause, at any
time whenever the appointing officer in his or her absolute discretion shall
consider that the best interests of the Corporation shall be served by such
removal. Vacancies (however caused) in any office may be filled for the
unexpired portion of the term by the Board of Directors (or by the appointing
officer in the case of a vacancy occurring in an office to which the appointing
officer has been delegated the authority to make appointments).

                  SECTION 3. COMPENSATION. The salaries of all officers of the
Corporation shall be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving a salary by reason of the fact that
such officer also receives from the Corporation compensation in any other
capacity.

                  SECTION 4. PRESIDENT. The President shall be the chief
executive officer of the Corporation and, subject to the direction of the Board
of Directors, shall have general charge of the business, affairs and property of
the Corporation and general supervision over its other officers and agents. In
general, the President shall perform all duties incident to the office of
President of a stock corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. The President shall have the
power and authority to execute all written instruments, of every nature, on
behalf of the Corporation, and shall be, ex officio, a member of all standing
committees. In the absence of the Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and of the stockholders.

                  SECTION 5. VICE PRESIDENTS. In the absence or disability of
the President, the Vice President (or in the event there is more than one, the
Vice Presidents in order of their rank as fixed by the Board of Directors or, if
not ranked, the Vice-President designated by the Board of Directors), shall
perform the duties and exercise the powers of the President. The Vice Presidents
shall have the power and authority to execute on behalf of the Corporation all
written instruments of every nature. A Vice President also generally shall


                                       12
<PAGE>   13
assist the President and shall perform such other duties and have such other
powers as from time to time may be prescribed by the Board of Directors.

                  SECTION 6. SECRETARY. The Secretary shall perform such duties
as from time to time may be prescribed by the Board of Directors, the Chairman
of the Board or the President. The Secretary shall have custody of the seal of
the Corporation, shall have authority (as shall any Assistant Secretary) to
affix the same to any instrument requiring it, and to attest the seal by his or
her signature. The Board of Directors may give general authority to officers
other than the Secretary or any Assistant Secretary to affix the seal of the
Corporation and to attest the affixing thereof by his or her signature.

                  SECTION 7. ASSISTANT SECRETARY. The Assistant Secretary, if
any (or in the event there is more than one, the Assistant Secretaries in the
order designated or, in the absence of any designation, the order of their
election or appointment), in the absence or disability of the Secretary, shall
perform the duties and exercise the powers of the Secretary. An Assistant
Secretary shall perform such other duties and have such other powers as from
time to time may be prescribed by the Board of Directors.

                  SECTION 8. TREASURER. The Treasurer shall have the custody of
the corporate funds, securities, other similar valuable effects, and evidences
of indebtedness, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation. The
Treasurer shall disburse the funds of the Corporation in such manner as may be
ordered by the Board of Directors from time to time and shall render to the
Chairman of the Board, the President and the Board of Directors, at regular
meetings of the Board or whenever any of them may so require, an account of all
transactions and of the financial condition of the Corporation.

                  SECTION 9. ASSISTANT TREASURER. The Assistant Treasurer, if
any (or in the event there is more than one, the Assistant Treasurers in the
order designated or, in the absence of any designation, in the order of their
election or appointment), in the absence or disability of the Treasurer, shall
perform the duties and exercise the powers of the Treasurer. An Assistant
Treasurer shall perform such other duties and have such other powers as form
time to time may be prescribed by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Except as otherwise specifically provided in these Bylaws, any
notice required or permitted to be given to any director, officer, stockholder
or committee member shall be given in writing, either personally, by telecopier
or by first-class mail with postage prepaid, in either case addressed to the
recipient at his or her address as it appears in the records of the Corporation.
Personally delivered or telecopied notices shall be deemed to be given at the
time they are delivered at the address of the named recipient as it appears in
the records of the Corporation, and mailed notices shall be deemed to be given
at the time they are deposited in the United States mail.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                  SECTION 1. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
President or any Vice President and the Secretary or Assistant Secretary of the
Corporation shall have full power and authority to


                                       13
<PAGE>   14
attend, act and vote at any meeting of security holders of other corporations in
which the Corporation may hold securities, and at any such meeting shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities which the Corporation possesses and has the power to exercise.

                  SECTION 2. DIVIDENDS. Subject to the Maryland General
Corporation Law, dividends upon the outstanding capital stock of the Corporation
or other distributions may be declared by the Board of Directors at any annual,
regular or special meeting and may be paid in cash, in property or in shares of
the Corporation's capital stock. Stockholders shall have no right to any
dividend or distribution unless and until declared by the Board of Directors.

                  SECTION 3. REGISTERED STOCKHOLDERS. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person who is registered on its books as the owner of shares of its
capital stock to receive dividends or other distributions (to the extent
otherwise distributable or distributed) and to vote (in the case of voting
stock) as such owner. The Corporation shall not be bound to recognize any
equitable or legal claim to or interest in such shares on the part of any other
person. The Corporation (or its transfer agent) shall not be required to send
notices or dividends to a name or address other than the name or address of the
stockholders appearing on the stock ledger maintained by the Corporation (or by
the transfer agent or registrar, if any), unless any such stockholder shall have
notified the Corporation (or the transfer agent or registrar, if any), in
writing, of another name or address at least ten (10) days prior to the mailing
of such notice or dividend. Nothing in these Bylaws shall be deemed to preclude
the Corporation from inquiring as to the actual ownership of any shares of its
capital stock, nor impose upon the Corporation or its transfer agent a duty, nor
limit their rights to inquire into adverse claims.

                  SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATE. The Board of
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation which is claimed to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors, in its discretion, may
require as a condition precedent to issuance that the owner of such lost, stolen
or destroyed certificate, or his or her legal representative, advertise the same
in such manner as the Board of Directors shall require and to deliver to the
Corporation a bond in such sum, or other security in such form, as the Board of
Directors may direct, as indemnity against any claim that may be made against
the Corporation with respect to the certificate claimed to have been lost,
stolen or destroyed.

                  SECTION 5. RESERVES. The Board of Directors, in its sole
discretion, may fix a sum which may be set aside or reserved over and above the
paid-in capital of the Corporation as a reserve for any proper purpose, and from
time to time may increase, diminish or vary such reserves.

                  SECTION 6. FISCAL YEAR. The fiscal year of the Corporation
shall be as determined from time to time by the Board of Directors.

                  SECTION 7. SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its incorporation and the words
"Corporate Seal" and "State of Maryland."

                  SECTION 8. EXEMPTION FROM CONTROL SHARE ACQUISITION STATUTE.
The provisions of Sections 3-701 to 3-709 of the Corporations and Associations
Article of the Annotated Code of Maryland shall not apply to any shares of
common stock of the Corporation now or hereafter held of record or beneficially
held by any person whatsoever, it being the intent of this provision that the
Corporation opt out of the aforementioned sections in their entirety and that
all persons and shares of beneficial interest held by such persons be exempted
from such sections to the fullest extent permitted by Maryland law.


                                       14
<PAGE>   15
                                   ARTICLE VII

                                   AMENDMENTS

                  These Bylaws may be amended or repealed or new or additional
Bylaws may be adopted only by the vote or written consent of the Directors, and
the stockholders shall not have any power to amend or repeal these Bylaws or to
adopt new or additional Bylaws.


                                       15