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                                                                     EXHIBIT 3.3

                                    BYLAWS OF

                            STARWOOD HOTELS & RESORTS

                (AS AMENDED AND RESTATED THROUGH APRIL 16, 1999)



                                    ARTICLE I

                                    TRUSTEES

                  SECTION 1. NUMBER; TENURE. There shall be not less than three
(3) nor more than twenty (20) Trustees; within such limits, the number of
Trustees may be fixed, increased or decreased from time to time by the Trustees,
but no such action may affect the tenure of office of any Trustee.

                  SECTION 2. QUALIFYING SHARES NOT REQUIRED. No Trustee need be
a Shareholder.

                  SECTION 3. QUORUM. A majority of the Trustees shall constitute
a quorum.

                  SECTION 4. ELECTION. The Trustees 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 Trustee to hold office
until his or her successor shall have been duly elected and qualified. At each
Annual Meeting of Shareholders (i) Trustees elected to succeed those Trustees
whose terms then expire shall be elected for a term of office to expire at the
third succeeding Annual Meeting of Shareholders after their election, with each
Trustee to hold office until his or her successor shall have been duly elected
and qualified, and (ii) if authorized by a resolution of the Board of Trustees,
Trustees may be elected to fill any vacancy on the Board of Trustees, regardless
of how such vacancy shall have been created.

                  SECTION 5. VACANCIES. Vacancies occurring among the Trustees
(including vacancies created by increases in number) may be filled by a majority
of the remaining Trustees, though less than a quorum, or by a sole remaining
Trustee, and the person so appointed shall hold office for a term expiring at
the Annual Meeting of Shareholders at which the term of office of the class to
which he or she has been appointed expires and until his or her successor is
elected and qualified.

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

                  SECTION 7. ANNUAL MEETINGS. Promptly following each Annual
Meeting of Share holders, a meeting of the Trustees 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
Trustees need not be held.
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                  SECTION 9. SPECIAL MEETINGS. Special meetings of the Trustees
may be called at any time by the Chairman, and the Chairman shall call a special
meeting at any time upon the written request of two (2) Trustees. Written notice
of the time and place of a special meeting shall be given to each Trustee,
either personally or by sending a copy thereof by mail or by telecopier to his
or her address appearing on the books of the Trust or theretofore given by him
to the Trust 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, the Trustees requesting the meeting or the Secretary.

                  SECTION 10. ADJOURNED MEETINGS. A quorum of the Trustees may
adjourn any Trustees' meeting to meet again at a stated day and hour. In the
absence of a quorum a majority of the Trustees 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 Trustees. Notice of the time and place of an adjourned
meeting need not be given to any Trustee if the time and place is fixed at the
meeting adjourned.

                  SECTION 11. WAIVER OF NOTICE. The transactions of any meeting
of the Trustees, 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 Trustees 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 Trust records or made a part of the minutes
of the meeting.

                  SECTION 12. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Trustees may be taken without a meeting, if a
majority of the Trustees shall individually or collectively consent in writing
to such action. Such written consent or consents shall be lodged with the
records of the Trust. Such action by written consent shall have the same force
and effect as a vote of the Trustees adopted at a meeting duly called and held.

                  SECTION 13. POWERS AND DUTIES. The powers and duties of the
Trustees, in addition to the powers and duties set forth in the Declaration,
are:

                  (a) Selection and Removal of Officers, Agents and Employees.
         To select all the other officers, agents and employees of the Trust, to
         remove them at pleasure, either with or without cause, to prescribe for
         them duties consistent with the Declaration and the Trustees'
         Regulations, and to fix their compensation.

                  (b) Authorization of Signatures. From time to time to
         designate the person or persons authorized to sign or endorse checks,
         drafts, or other orders for the payment of money, issued in the name of
         or payable to the Trust.

                  (c) Fixing Principal Office and Place of Meetings. From time
         to time to change the location of the principal office of the Trust and
         from time to time to designate any place within or without the State of
         Maryland as the place at which meetings of Trustees or of the
         Shareholders shall be held.

                  (d) General Powers. Generally to exercise such other powers as
         are usually vested in directors of corporations organized under the
         laws of the State of Maryland.


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                  SECTION 14. EXECUTIVE COMMITTEE. (a) The Board of Trustees may
appoint two or more trustees to constitute an Executive Committee. One of such
trustees 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 Trustees, 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 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 15. OTHER COMMITTEES. The Board of Trustees may
appoint such other commit tees as it shall deem advisable and with such
authority as the Board of Trustees shall from time to time determine.

                  SECTION 16. OTHER PROVISIONS REGARDING COMMITTEES. (a) The
Board of Trustees 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 Trustees. No committee member who receives compensation as a member of any
one or more committees shall be barred from serving the Trust in any other
capacity or from receiving compensation and reimbursement of reasonable expenses
for any or all such other services.

                  (c) Unless prohibited by law, the provisions of Sections 11,
12 and 17 of this Article I shall apply to all committees.

                  SECTION 17. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS.
The Board of Trustees may participate in meetings by means of conference
telephone or similar communications equipment, whereby all trustees
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 18. TRANSACTIONS WITH INTERESTED PERSONS. (a)
Notwithstanding anything to the contrary contained in these Trustees'
Regulations, in addition to any affirmative vote required either by law, the
Partnership Agreement, the Declaration of Trust of the Trust or these Trustees'
Regulations, any Transaction involving the Trust or any of its subsidiaries or
the Realty Partnership shall require the affirmative vote of a majority of the
Trustees ("Disinterested Members") on the Board of Trustees of the Trust 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 these Trustee's Regulations:

                           (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 Securities
                  Exchange Act of 1934, as in effect on June 25, 1998 (the
                  "Exchange Act");


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                           (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 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 or Units solely
                           by reason of a revocable proxy granted for a
                           particular meeting of shareholders, pursuant to a
                           public solicitation of proxies for such meeting, and
                           with respect to which Paired Shares or Units neither
                           such Person nor 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 the 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) "Corporation" shall mean Starwood Hotels &
                  Resorts Worldwide, Inc., a Maryland corporation.

                           (iv) "Interested Person" shall mean any Person who or
                  which is the Beneficial Owner, directly or indirectly, of 5%
                  or more of 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 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.

                           (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 Realty Partnership, as amended
                  from time to time.

                           (vii) "Partnerships" shall mean the Realty
                  Partnership and SLC Operating Limited Partnership, a Delaware
                  limited partnership.


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                           (viii) "Person" shall mean any individual, limited
                  partnership, general partnership, corporation, limited
                  liability company or any other firm or entity.

                           (ix) "Realty Partnership" shall mean SLT Realty
                  Limited Partnership, a Delaware limited partnership.

                           (x) "Shareholder" shall mean a Person that owns
                  Paired Shares.

                           (xi) "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 Trust, the
                  Corporation or the Partnership with respect to the senior debt
                  of the Realty Partnership.

                           (xii) "Trust" means Starwood Hotels & Resorts, a
                  Maryland real estate investment trust.

                           (xiii) "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 18, 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 Trust 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 18, 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 18 shall be construed to
         relieve any Interested Person from any fiduciary obligation imposed by
         law.

                  (e) Notwithstanding anything to the contrary contained in
         these Trustees' Regulations this Section 18 may be amended or repealed
         only by a majority of Trustees on the Board of Trustees of the Trust
         who are not employees, officers, Affiliates or Associates of the Trust,
         the Corporation, the Partnerships or any Interested Person.

                  SECTION 19. INDEPENDENT TRUSTEES. Notwithstanding anything to
the contrary contained in these Trustees' Regulations, not less than a majority
of the Board of Trustees of the Trust shall be composed of "Independent
Trustees." For purposes of this Section 19, an "Independent Trustee" is a
Trustee of the Trust 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
Trust, the Corporation or Starwood Capital Group, L.L.C.



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                                   ARTICLE II

                                    OFFICERS

                  SECTION 1. ENUMERATION. The officers of the Trust shall be a
Chairman, a President, one or more Vice-Presidents, a Secretary, a Treasurer,
and such other officers as are elected by the Trustees. Officers shall be
elected by the Trustees. The Board of Trustees may delegate to the Chairman of
the Trust the authority to appoint any officer or agent of the Trust and to fill
a vacancy other than the President, Secretary or Treasurer, and may delegate to
any other officer of the Trust the authority to appoint any officer or agent of
the Trust having a lower rank than the officer making such appointment. Officers
shall hold office at the pleasure of the Trustees, provided that any officer
appointed by any other officer pursuant to authority delegated to such
appointing officer by the Board of Trustees may be removed, with or without
cause, at any time whenever such appointing officer in his or her absolute
discretion shall consider that the best interests of the Trust shall be served
by such removal. Any two or more offices, except those of Chairman and
President, President and Secretary, or President and Assistant Secretary, may be
held by the same person.

                  SECTION 2. POWERS AND DUTIES OF THE CHAIRMAN. The Chairman
shall be the chief executive officer of the Trust and, subject to the control of
the Trustees, shall have general supervision, direction and control of the
business of the Trust and its employees and shall have such other powers and
duties as are usually vested in the office of chief executive officer of a
corporation. The Chairman shall, if present, preside at all meetings of the
Trustees and of the Shareholders and exercise and perform such other powers and
duties as may be from time to time assigned to him by the Trustees. The Chairman
shall have the power and authority to execute all written instruments on behalf
of the Trust of every nature whatsoever, and shall be, ex officio, a member of
all standing committees.

                  SECTION 3. POWERS AND DUTIES OF THE PRESIDENT. The President
shall have such duties and responsibilities for the supervision, direction and
control of the Trust as may be delegated to the President by the Board of
Trustees or the Chairman. The President shall have the power and authority to
execute all written instruments on behalf of the Trust of every nature
whatsoever. In the absence of the Chairman, the President shall preside at all
meetings of the Trustees and of the Shareholders, and shall be, ex officio, a
member of all standing committees.

                  SECTION 4. POWERS AND DUTIES OF THE VICE PRESIDENTS. In the
absence or disability of the President, the Vice-Presidents in order of their
rank as fixed by the Trustees or, if not ranked, the Vice-President designated
by the Trustees, shall perform all of the duties of the President and when so
acting shall have all the powers of and be subject to all of the restrictions
upon the President. The Vice-Presidents shall have the power and authority to
execute on behalf of the Trust all written instruments of every nature
whatsoever. The Vice-Presidents shall have such other powers and perform such
other duties as are prescribed for them from time to time by the Trustees.

                  SECTION 5. DUTIES OF THE SECRETARY. The Secretary shall keep
full and complete minutes of the meetings of the Trustees and of the meetings of
the Shareholders and give notice, as required, of all such meetings. The
Secretary shall perform all other duties that pertain to such office and which
are required by the Trustees.

                  SECTION 6. DUTIES OF THE CHIEF FINANCIAL OFFICER. The Chief
Financial Officer shall (i) maintain custody of and keep the books of account of
the Trust; (ii) receive, deposit and disburse funds belonging to the Trust, and
(iii) perform all other duties that pertain to such office and which are
required by the Trustees.


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                                   ARTICLE III

                                  SHAREHOLDERS

                  SECTION 1. QUORUM. The presence in person or by proxy of
Persons entitled to vote a majority of the voting shares at any meeting of
Shareholders shall constitute a quorum. The Shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment notwithstanding the withdrawal of enough Shareholders to leave
less than a quorum.

                  SECTION 2. PLACE OF MEETING. Meetings of the Shareholders
shall be held at the principal office of the Trust or at another convenient
location within or without the State of Maryland as is designated by the
Trustees or by the written consent of all Shareholders entitled to vote thereat,
given either before or after the meeting and filed with the Secretary of the
Trust.

                  SECTION 3. ANNUAL MEETING. A regular annual meeting of the
Shareholders shall be held on such date and at such time as may be fixed by the
Board of Trustees.

                  SECTION 4. SPECIAL MEETINGS. Special meetings of the
Shareholders may be held at any time for any purpose or purposes. Such special
meetings may be called at any time by the Chairman or by the Trustees or by any
two or more Trustees, or by one or more Shareholders holding not less than a
majority of the outstanding Shares of the Trust.

                  SECTION 5. NOMINATION OF TRUSTEES. Nominations of Persons for
election as Trustees at an annual meeting of the Shareholders may be made at
such meeting only by or at the direction of the Trustees, by any nominating
committee or person(s) appointed by the Trustees, or by any Shareholder entitled
to vote for the election of Trustees at the meeting who complies with the notice
procedures set forth in this Section 5.

                  Any Shareholder entitled to vote for the election of Trustees
may nominate one or more Persons for election as Trustee at a meeting of
Shareholders only if written notice of such Shareholder's intent to make such
nomination or nominations has been delivered personally to the Secretary at, or
been mailed to the Secretary and received at, the principal executive offices of
the Trust not earlier than the close of business on the 75th day nor later than
the close of business on the 50th 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 or if the Trust has not previously held
an annual meeting, notice by the shareholder to be timely must be so delivered
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 Trust. Such
Shareholder's notice to the Secretary shall set forth: (i) the name and address
of the Shareholder who intends to make the nominations(s) and of the Person or
Persons to be nominated; (ii) the class and number of Shares that are held of
record, beneficially owned and represented by proxy by such Shareholder as of
the record date for the meeting (if such date then shall have been made publicly
available) and as of the date of such notice; (iii) a representation that such
Shareholder intends to appear in person or by proxy at the meeting to nominate
the Person or Persons specified in the notice; (iv) a description of any
contract, arrangement or understanding between such Shareholder and each nominee
and any other Person or Persons (naming such Person or Persons) pursuant to
which the nomination or nominations are to be made by such Shareholder; (v) such
other information regarding each nominee proposed by such Shareholder as would
be required to be disclosed in a proxy statement used in a solicitation of
proxies for the


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election of directors which solicitation was subject to the rules and
regulations of the Securities and Exchange Commission (the "SEC") under Section
14 of the Exchange Act, as from time to time amended; and (vi) the consent of
each nominee to serve as a Trustee if so elected.

                  No Person shall be eligible for election as a Trustee unless
as nominated in accordance with the procedures set forth herein.

                  SECTION 6. ADJOURNED MEETINGS. Whether or not a quorum is
present at any meeting of Shareholders, 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 6, if a quorum is present in person or
by proxy at such reconvened meeting.

                  SECTION 7. NOTICE OF REGULAR OR SPECIAL MEETINGS. Written
notice specifying the place, day and hour of any regular or special meeting, the
general nature of the business to be transacted thereof, to the extent required
by law, and all other matters required by law shall be given to each Shareholder
of record entitled to vote, either personally or by sending a copy thereof by
mail or telegraph to his or her address appearing on the books of the Trust or
theretofore given by him to the Trust for the purpose of notice or, if no
address appears or has been given, addressed to the place where the principal
office of the Trust is situated. It shall be the duty of the Secretary to give
notice of each Annual Meeting of the Shareholders at least ten (10) days and not
more than ninety (90) days before the date on which it is to be held. If notice
is not so given by the Secretary, it may be given by any other officer.

                  Within twenty (20) days after the Trust receives a Shareholder
request for the calling of a special meeting, the Trustees shall designate the
date on which such meeting is to be held and the Secretary shall inform the
Shareholders who make the request of the reasonably estimated costs of preparing
and mailing a notice of the meeting, and on payment of those costs to the Trust,
notify each Shareholder entitled to notice of the meeting. Any such special
meeting shall be held on a date not earlier than the twentieth (20th) day, and
not later than the ninetieth (90th) day, following the date on which such notice
is given. If the date of such special meeting is not so fixed and notice thereof
given within twenty (20) days after the date such Shareholder request is
received by the Trust, the date of such meeting may be fixed by the Person or
Persons requesting the meeting, in which event notice of such meeting shall be
given by such Person or Persons not less than twenty (20), nor more than sixty
(60), days before the date on which the meeting is to be held.

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


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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 to
all Shareholders entitled to vote at the meeting not later than the thirtieth
(30th) day prior to the originally scheduled meeting date.

                  For purposes of this Section 7, a Shareholder request shall be
deemed received by the Trust when delivered to an officer of the Trust in person
or on the date on which such request is mailed to the Trust, duly addressed to
its principal office.

                  SECTION 8. NOTICE OF ADJOURNED MEETINGS. It shall not be
necessary to give any notice of the time and place of any adjourned meeting or
of the business to be transacted thereat other than by announcement at the
meeting at which such adjournment is taken.

                  SECTION 9. PROXIES. The appointment of a proxy or proxies
shall be made by an instrument in writing executed by the Shareholder or his or
her duly authorized agent and filed with the Secretary of the Trust. No proxy
shall be valid after the expiration of eleven (11) months from the date of its
execution unless the Shareholder executing it specifies therein the length of
time for which it is to continue in force, which is no case shall exceed seven
(7) years from the date of its execution. At a meeting of Shareholders 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 13 of
this Article III, in which event such inspectors shall pass upon all questions
and shall have all other duties specified in said section.

                  SECTION 10. CONSENT OF ABSENTEES. The transactions of any
meeting of Shareholders, either annual, special, or adjourned, however called
and noticed, shall be as valid as though had at a meeting duly held after the
regular call and notice if a quorum is present and, if either before or after
the meeting, each Shareholder entitled to vote, not present in person or by
proxy, 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 Trust records or made a part of the minutes
of the meeting.

                  SECTION 11. VOTING RIGHTS. If no future date is fixed for the
determination of the Shareholders entitled to vote at any meeting of
Shareholders, only Persons in whose names Shares entitled to vote stand on the
stock records of the Trust on the day of any meeting of Shareholders shall be
entitled to vote at such meeting

                  SECTION 12. NO CUMULATIVE VOTING. Shareholders shall not be
entitled to cumulate votes in any elections of Trustees of the Trust.

                  SECTION 13. CONDUCT OF MEETINGS; INSPECTORS OF ELECTION. The
presiding officer at a meeting of the Shareholders 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 Trustees' Regulations
(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 Shareholder or group of Shareholders 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 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


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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.

                  In advance of any meeting of the Shareholders, the Trustees
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 Shareholder or any Shareholder'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 Shareholders or proxies, the holders of a majority of
Shares present (in person or by duly executed proxy) shall determine whether one
(1) or three (3) inspectors are to be appointed. If the 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 the request of
any Shareholder or any Shareholder's proxy shall, appoint a Person to fill that
vacancy. The inspector(s) of election shall:

                  (a) Determine the number of Shares 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 vote or consents;

                  (d) Determine and report to the Trust 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 Shareholders.

                  On the request of the presiding officer of the meeting or of
any Shareholder or such Shareholder'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 14. BUSINESS. Except as may be otherwise provided by
applicable law, the only business that shall be conducted at any meeting of the
Shareholders (other than matters incident to the conduct of the meeting) shall
be business brought before the meeting by or at the direction of the Trustees or
by a Shareholder who complies with the procedures set forth in this Section 14.

                  Except as otherwise provided by Section 5 of this Article III
or by applicable law, the only business that shall be conducted at any meeting
of the Shareholders shall (i) have been specified in the notice of the meeting
(or any supplement thereto) given by or at the direction of the Trustees, (ii)
otherwise be brought before such meeting by or at the direction of the Trustees
or the presiding officer of the meeting, or (iii) be otherwise properly brought
before the meeting by or on behalf of a Shareholder who shall have been a
Shareholder of record on the record date for such meeting, who shall continue to
be entitled to vote thereat, and who shall have complied with the procedures set
forth in the remainder of this Section 14. In addition to any and all other
applicable requirements, for business to be properly brought before a meeting of
the


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Shareholders by a Shareholder, the Shareholder must have given timely notice
thereof in writing to the Secretary. To be timely, a Shareholder's notice must
be delivered personally or mailed to and received at the principal executive
offices of the Trust (i) in the case of an annual meeting, not earlier than the
close of business on the 75th day nor later than the close of business on the
50th 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 or if the Trust has not previously held an annual meeting,
notice by the stockholder to be timely must be so delivered 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 Trust, or (ii) in the case of a
special meeting, within ten days of the earlier of (a) the date that notice of
the meeting was mailed in accordance with this Article III or prior public
disclosure of the date of the meeting was made or (b) the date that a request
for a special meeting was made by a Shareholder in accordance with Section 7 of
this Article III.

                  A Shareholder's notice to the Secretary shall set forth (i) a
description of each item of business the Shareholder proposes to bring before
the meeting and the wording of the proposal, if any, to be submitted for a vote
of the Shareholders with respect thereto; (ii) the name and address of the
Shareholder; (iii) the class and number of Shares held of record, owned
beneficially and represented by proxy by such Shareholder as of the record date
for the meeting (if such date shall then have been publicly disclosed) and as of
the date of such notice; and (iv) all other information that would be required
to be included in a proxy statement filed with the SEC if, with respect to any
such item of business, such Shareholder were a participant in a solicitation
subject to Section 14 of the Exchange Act.

                  SECTION 15. INFORMAL ACTION BY SHAREHOLDERS. Any action
required or permitted to be taken at a meeting of Shareholders may be taken
without a meeting if there is filed with the records of Shareholders meetings a
unanimous written consent which sets forth the action and is signed by each
Shareholder entitled to vote on the matter and a written waiver of any right to
dissent signed by each Shareholder entitled to notice of the meeting but not
entitled to vote at it.


                                   ARTICLE IV

                                  MISCELLANEOUS

                  SECTION 1. RECORD DATES AND CLOSING OF TRANSFER BOOKS. From
time to time the Trustees may fix a future date as the record date for the
purpose of making any proper determination with respect to Shareholders,
including which Shareholders are entitled to notice of a meeting, to vote at a
meeting, to receive a dividend or to be allocated other rights. Such record date
may not be prior to the close of business on the day the record date is fixed.
Except as may be otherwise set forth in the Section 2-511 of the Corporations
and Associations Article, Annotated Code of Maryland, as in effect from time to
time and as applicable to Maryland corporations, the record date for any
determination shall not be more than 90 days before the date on which the action
requiring the determination will be taken. If a record date is so fixed for a
meeting, to receive a dividend or to be allocated other rights, only
Shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting or to receive such dividend or allotment of rights, as
the case may be, notwithstanding any transfer of Shares on the books of the
Trust after the record date so fixed.

                  SECTION 2. INSPECTION OF TRUST RECORDS. The share register or
duplicate share register, the books of account, and the minutes of the
proceedings of the Shareholders and Trustees shall be open to


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inspection upon the written demand of any Shareholder to the same extent as is
permitted by the laws of Maryland for the inspection of corporate records by
corporate shareholders. Such inspection may be made in person or by an agent or
attorney and shall include the right to make extracts. Demand for inspection
shall be made in writing upon the President, Secretary or Assistant Secretary of
the Trust.

                  SECTION 3. INSPECTION OF TRUSTEES' REGULATIONS. The Trustees
shall keep at the principal office for the transaction of business of the Trust
the original or a copy of the Trustees' Regulations as amended or otherwise
altered to date, certified by the Secretary, which shall be open to inspection
by the Shareholders at all reasonable times during office hours.

                  SECTION 4. REPRESENTATION OF SHARES OF CORPORATIONS. The
Chairman, the President or any Vice-President and the Secretary or Assistant
Secretary of the Trust, acting either in person or by a proxy or proxies
designated in a written instrument duly executed by said officers, are
authorized to vote, represent, and exercise on behalf of the Trust all rights
incident to any shares of any corporation standing in the name of the Trust.

                  SECTION 5. 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
beneficial interest of the Trust now or hereafter held of record or beneficially
held by any person whatsoever, it being the intent of this provision that the
Trust 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.


                                    ARTICLE V

                                      SEAL

                  The Trust may have a seal containing the name of the Trust and
the words "Maryland, 1969."


                                   ARTICLE VI

                                   AMENDMENTS

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


                                   ARTICLE VII

                                   DEFINITIONS

                  All terms defined in the Declaration of Trust of Hotel
Investors Trust dated as of August 15, 1969, as amended from time to time, shall
have the same meaning when used in these Trustees' Regulations.


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