STARWOOD HOTELS & RESORTS
EX-10.4
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<P align="right" style="font-size: 10pt">Exhibit&nbsp;10.4



<P align="center" style="font-size: 10pt"><B>STARWOOD HOTELS &#038; RESORTS WORLDWIDE, INC.<BR>
NONQUALIFIED STOCK OPTION AWARD<BR>
LEGAL AWARD AGREEMENT PURSUANT TO THE<BR>
2004 LONG-TERM INCENTIVE COMPENSATION PLAN</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Starwood Hotels &#038; Resorts Worldwide, Inc., a corporation organized under
the laws of Maryland (the &#147;Company&#148;), has granted to the individual (the
&#147;Optionee&#148;) named in the award notification attached hereto as Appendix&nbsp;A (the
&#147;Award Notification&#148;) as of the grant date set forth in the Award Notification
(the &#147;Option Date&#148;), pursuant to the provisions of the Starwood Hotels &#038;
Resorts Worldwide, Inc. 2004 Long-Term Incentive Compensation Plan (the
&#147;Plan&#148;), a Nonqualified Stock Option (the &#147;Option&#148;) to purchase from the
Company that number of Shares and at the Option Price per Share set forth in
the Award Notification upon and subject to the terms and conditions set forth
below and the terms and conditions set forth in the Plan. References to
employment by the Company shall include employment by of a Subsidiary.
Capitalized terms not defined herein shall have the meanings specified in the
Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Option Subject to Acceptance of Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Option may not be exercised unless the Optionee shall accept this
Agreement by executing the Award Notification in the space provided therefor
and returning the original execution copy of the Award Notification to the
Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Time and Manner of Exercise of Option.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1. Maximum Term of Option. In no event may the Option be exercised, in
whole or in part, after the eighth anniversary of the Option Date (the
&#147;Expiration Date&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2. Exercise of Option. The Option shall become exercisable pursuant to
the vesting schedule set forth in the attached Award Notification. After the
Option has become exercisable, subject to termination of the Option pursuant to
the terms of this Agreement or the Plan, the Option may be exercised in the
manner prescribed by Section&nbsp;2.3 with respect to all or any portion of the
Shares with respect to which the Option has become exercisable but has not yet
been exercised.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If the Optionee&#146;s employment by the Company terminates by reason of
Disability or death of the Optionee, the Option shall be fully exercisable with
respect to all of the Shares subject to the Option on the date of Disability or
death and may thereafter be exercised by the Optionee, the Optionee&#146;s Legal
Representative or Permitted Transferee, as the case may be, until and including
the earlier to occur of (i)&nbsp;the date which is one year after the effective date
of the Optionee&#146;s termination of employment or service by reason of Disability
or death, and (ii)&nbsp;the Expiration Date. The foregoing notwithstanding, in the
case of termination as a result of Disability, during the one-year period
beginning from the date of Disability, all vested but unexercised Options held
by Optionee will be canceled in the event Optionee accepts any employment
(including, but not limited to, a position that is substantially comparable to
a position the Optionee held with the Company), any assignment, any position of
responsibility, or acquires any ownership interest (other than holding and
making investments in common equity


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">securities of any corporation, limited partnership or other entity that
has its common equity securities traded in a generally recognized market,
provided such equity interest therein does not exceed 5% of the outstanding
shares or equity interests in such corporation, limited partnership or other
entity), which involves the Optionee&#146;s participation in a hotel and leisure
company engaged in the operation of owned hotels, management of hotels,
franchising hotels, development and operation of vacation ownership resorts or
the marketing and selling of vacation ownership interests in each such case in
a (i)&nbsp;state within 500 miles of the Optionee&#146;s last (or immediately prior)
worksite for the Company, (ii)&nbsp;the country in which the Optionee worked for the
Company, (iii)&nbsp;in any other country in which the Company does any of the
enumerated acts, or (iv)&nbsp;in any other country of the world.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If the Optionee&#146;s employment by the Company is terminated by the
Company for Cause, the Option, whether or not then exercisable, shall terminate
automatically on the effective date of the Optionee&#146;s termination of employment
or service.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the Optionee&#146;s employment with the Company terminates because of
voluntary resignation by the Optionee, the Option shall be exercisable only to
the extent it is exercisable on the effective date of the Optionee&#146;s
termination of employment and may thereafter be exercised by the Optionee, the
Optionee&#146;s Legal Representative or Permitted Transferee until and including the
earlier to occur of (i)&nbsp;the date which is thirty days after the effective date
of the Optionee&#146;s termination of employment by voluntary resignation, and (ii)
the Expiration Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;If the Optionee&#146;s employment with the Company terminates because of
Retirement, the Option shall continue to vest as set forth in this Award
Agreement and the Optionee may exercise any vested portion of the Option up
until and including the earlier to occur of (i)&nbsp;the fifth anniversary of the
Optionee&#146;s effective date of Retirement, and (ii)&nbsp;the Expiration Date;
provided, however, that any unvested portion of an Option not exercised by the
fifth anniversary of the Optionee&#146;s effective date of Retirement shall be
canceled. The foregoing notwithstanding, during the three-year period
beginning from the date of Retirement, all vested but unexercised Options and
all unvested Options held by Optionee will be canceled in the event Optionee
accepts any employment (including, but not limited to, a position that is
substantially comparable to a position the Optionee held with the Company), any
assignment, any position of responsibility, or acquires any ownership interest
(other than holding and making investments in common equity securities of any
corporation, limited partnership or other entity that has its common equity
securities traded in a generally recognized market, provided such equity
interest therein does not exceed 5% of the outstanding shares or equity
interests in such corporation, limited partnership or other entity), which
involves the Optionee&#146;s participation in a hotel and leisure company engaged in
the operation of owned hotels, management of hotels, franchising hotels,
development and operation of vacation ownership resorts or the marketing and
selling of vacation ownership interests in each such case in a (i)&nbsp;state within
500 miles of the Optionee&#146;s last (or immediately prior) worksite for the
Company, (ii)&nbsp;the country in which the Optionee worked for the Company, (iii)
in any other country in which the Company does any of the enumerated acts, or
(iv)&nbsp;in any other country of the world.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;If the Optionee&#146;s employment with the Company terminates for any
reason other than Disability, death, Retirement or voluntary resignation by the
Optionee or termination


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">by the Company for Cause, the Option shall be exercisable only to the extent it
is exercisable on the effective date of the Optionee&#146;s termination of
employment and may thereafter be exercised by the Optionee, the Optionee&#146;s
Legal Representative or Permitted Transferee until and including the earlier to
occur of (i)&nbsp;the date which is three months after the effective date of the
Optionee&#146;s termination of employment or service, and (ii)&nbsp;the Expiration Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;If the Optionee dies during the one-year period following termination
of employment by reason of Disability, during the thirty-day period following
voluntary resignation by the Optionee or during the three-month period
following termination of employment or service as a director for any reason
other than Disability, Retirement, voluntary resignation by the Optionee or
termination by the Company for Cause, the Option shall be exercisable only to
the extent it is exercisable on the date of death and may thereafter be
exercised by the Optionee&#146;s Legal Representative or Permitted Transferee until
and including the earlier to occur of (i)&nbsp;the date which is three months
(thirty days in the case of voluntary resignation by the Optionee) after the
date of death (but in the case of death following termination of employment or
service by reason of Disability, no less than one year after the date of such
termination of employment or service), and (ii)&nbsp;the Expiration Date. If the
Optionee dies during the five-year period following termination of employment
or service by reason of Retirement, the Option shall be fully exercisable with
respect to all of the Shares subject to the Option on the date of death and may
thereafter be exercised by the Optionee&#146;s Legal Representative or Permitted
Transferee until and including the earliest to occur of (i)&nbsp;the date which is
one year after the date of death and (ii)&nbsp;the Expiration Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3. Method of Exercise and Payment. Subject to the limitations set
forth in this Agreement, the Option may be exercised by the Optionee (1)&nbsp;by
giving oral, written or electronic notice to the Company or its designated
representative specifying the number of whole Shares to be purchased and
payment therefor in full on or prior to the Payment Date (as defined below)
either (i)&nbsp;in cash or its equivalent, (ii)&nbsp;by tendering previously owned whole
Shares (or delivering a certification or attestation of ownership of such
Shares) having a Fair Market Value, determined as of the date of exercise,
equal to the aggregate purchase price for the Shares being purchased pursuant
to such exercise (which the Optionee has held for at least six months prior to
the delivery of such Shares and for which the Optionee has good title, free and
clear of all liens and encumbrances), (iii)&nbsp;in a combination of (i)&nbsp;and (ii),
or (iv)&nbsp;by means of a cashless exercise as permitted under Federal Reserve
Board&#146;s Regulation&nbsp;T and using a broker-dealer acceptable to the Company and
(2)&nbsp;by executing such documents as the Company may reasonably request. The
Committee shall have sole discretion to disapprove an election pursuant to any
of clauses (ii) &#151; (iv). Any fraction of a Share which would be required to pay
such purchase price shall be disregarded and the remaining amount due shall be
paid in cash by the Optionee. No certificate representing a Share shall be
delivered until the full purchase price therefor has been paid. &#147;Payment Date&#148;
shall mean the date on which a sale transaction in connection with a cashless
exercise (whether or not payment is actually made pursuant to a cashless
exercise) would have settled in connection with the subject option exercise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4 Termination of Option. The Option shall terminate, to the extent not
exercised pursuant to Section&nbsp;2.3 or earlier terminated pursuant to Section
2.2, at 5:00 p.m. New York time, on the Expiration Date. In no event may the
Option be exercised after it terminates as set forth in this Section&nbsp;2.4.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Additional Terms and Conditions of Option.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1. Nontransferability of Option. The Option may not be transferred by
the Optionee other than by will or the laws of descent and distribution or
pursuant to beneficiary designation procedures approved by the Company. Except
to the extent permitted by the foregoing sentence, during the Optionee&#146;s
lifetime the Option is exercisable only by the Optionee or the Optionee&#146;s Legal
Representative. Except as permitted by the foregoing, the Option may not be
sold, transferred, assigned, pledged, hypothecated, voluntarily encumbered or
otherwise disposed of (whether by operation of law or otherwise) or be subject
to execution, attachment or similar process. Upon any attempt to so sell,
transfer, assign, pledge, hypothecate, voluntarily encumber or otherwise
dispose of the Option, the Option and all rights hereunder shall immediately
become null and void.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2. Withholding Taxes. (a)&nbsp;As a condition precedent to the delivery of
Shares upon exercise of the Option, the Optionee shall, upon request by the
Company, pay to the Company in addition to the purchase price of the Shares,
such amount of cash as the Company may be required, under all applicable
federal, state, local or other laws or regulations, to withhold and pay over as
income or other withholding taxes (the &#147;Required Tax Payments&#148;) with respect to
such exercise of the Option. If the Optionee shall fail to advance the
Required Tax Payments after request by the Company, the Company may, in its
discretion, deduct any Required Tax Payments from any amount then or thereafter
payable by the Company to the Optionee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Optionee may elect to satisfy his or her obligation to advance the
Required Tax Payments by any of the following means: (1)&nbsp;a cash payment to the
Company pursuant to Section&nbsp;3.2(a), (2)&nbsp;delivery to the Company of previously
owned whole Shares (which the Optionee has held for at least six months prior
to the delivery of such Shares and for which the Optionee has good title, free
and clear of all liens and encumbrances) having a Fair Market Value, determined
as of the date the obligation to withhold or pay taxes first arises in
connection with the Option (the &#147;Tax Date&#148;), equal to the Required Tax
Payments, (3)&nbsp;by having the Company withhold Shares having a Fair Market Value
as of the Tax Date equal to the Required Tax Payments, (4)&nbsp;a cash payment by a
broker-dealer acceptable to the Company pursuant to a cashless exercise
permitted by Federal Reserve Board&#146;s Regulation&nbsp;T or (5)&nbsp;any combination of (1)
- (3). The Committee shall have the sole discretion to disapprove of an
election pursuant to any of clauses (1), (2), (4)&nbsp;or (5). Shares to be
delivered to or withheld by the Company may not have a Fair Market Value in
excess of the minimum amount of the Required Tax Payments. Any fraction of a
Share which would be required to satisfy any such obligation shall be
disregarded and the remaining amount due shall be paid in cash by the Optionee.
No certificate representing a Share shall be delivered until the Required Tax
Payments have been satisfied in full.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.3 Adjustment. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Shares other than a regular cash
dividend, the number and class of securities subject to


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">the Option and the purchase price per security shall be appropriately adjusted
by the Committee; provided that the number of Shares subject to the Option
shall always be a whole number. The decision of the Committee regarding any
such adjustment shall be final, binding and conclusive.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.4. Change in Control. In the event of a Change in Control, unless
otherwise prohibited under applicable laws or by the rules and regulations of
any governmental agencies or national securities exchange, the Option shall
become immediately exercisable and shall remain exercisable throughout the
remainder of its term. The Committee shall determine whether a Change in
Control has occurred and such determination shall be conclusive and binding
upon the Company and the Optionee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.5. Compliance with Applicable Law. The Option is subject to the
condition that if the listing, registration or qualification of the Shares
subject to the Option upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the
purchase or delivery of Shares hereunder, the Option may not be exercised, in
whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained, free of any conditions not
acceptable to the Company. The Company agrees to use reasonable efforts to
effect or obtain any such listing, registration, qualification, consent or
approval. As a further condition precedent to any exercise of the Option, the
Optionee (1)&nbsp;shall comply with all regulations and requirements of any
regulatory authority having control of or supervision over the issuance or
delivery of the Shares, (2)&nbsp;shall comply with all laws, rules and regulations
applicable to the ownership of stock options and stock and the exercise of
stock options, including, without limitation, currency and exchange laws, rules
and regulations and (3)&nbsp;in connection therewith, shall execute any documents
which the Board or the Committee shall deem necessary or advisable in its sole
discretion.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.6. Delivery of Certificates. Upon the exercise of the Option, in whole
or in part, and the satisfaction of all requirements of this Agreement related
to such exercise, the Company shall deliver or cause to be delivered one or
more certificates representing the number of Shares purchased against full
payment therefor. The Company shall pay all original issue or transfer taxes
and all fees and expenses incident to such delivery, except as otherwise
provided in Section&nbsp;3.2.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.7. Option Confers No Rights as Stockholder. The Optionee shall not be
entitled to any privileges of ownership with respect to Shares subject to the
Option unless and until purchased and delivered upon the exercise of the
Option, in whole or in part, and the Optionee becomes a stockholder of record
with respect to such delivered Shares; and the Optionee shall not be considered
a stockholder of the Company with respect to any such Shares not so purchased
and delivered.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.8. Option Confers No Rights to Continued Employment; Agreement Survival.
In no event shall the granting of the Option or its acceptance by the Optionee
give or be deemed to give the Optionee any right to continued employment by the
Company or any affiliate of the Company. This Agreement shall survive the
termination of the Optionee&#146;s employment for any reason.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.9. Decisions of Board or Committee. The Board or the Committee shall
have the exclusive right to resolve all questions that may arise in connection
with the Option or its exercise. Any interpretation, determination or other
action made or taken by the Board or the Committee regarding the Plan or this
Agreement shall be final, binding and conclusive.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.10. Company to Reserve Shares. The Company shall at all times prior to
the expiration or termination of the Option reserve or cause to be reserved and
keep or cause to be kept available, either in its treasury or out of its
authorized but unissued Shares, the full number of Shares subject to the Option
from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.11. Prospectus. The Optionee will be provided a copy of the Prospectus
relating to the Plan, the Option and the Shares covered thereby. The Optionee
agrees that he or she has reviewed the Prospectus, and fully understands his or
her rights under the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.12. Agreement Subject to the Plan. This Agreement is subject to the
provisions of the Plan and shall be interpreted in accordance therewith. The
Optionee hereby acknowledges receipt of a copy of the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;Miscellaneous Provisions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1. Designation as Nonqualified Stock Option. The Option is hereby
designated as not constituting an Incentive Stock Option; this Agreement shall
be interpreted and treated consistently with such designation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2. Meaning of Certain Terms. As used herein, the term &#147;Legal
Representative&#148; shall include an executor, administrator, beneficiary or person
legally authorized to act on behalf of the Optionee and the term &#147;Permitted
Transferee&#148; shall include any transferee designated pursuant to beneficiary
designation procedures which may be approved by the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3. Successors. This Agreement shall (i)&nbsp;be binding upon the Company and
its successors and assigns and (ii)&nbsp;inure to the benefit of any person or
persons who shall, upon the death of the Optionee, acquire any rights hereunder
in accordance with this Agreement or the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4. Notices. All notices, requests or other communications provided for
in this Agreement shall be made, if to the Company, to the Company or its
designated representative at corporate headquarters in White Plains, New York,
Attention: Human Resources, or such other address specified by the Company,
and if to the Optionee, to the address set forth for the Optionee on the
records of the Company. All notices, requests or other communications provided
for in this Agreement shall be made in writing either (a)&nbsp;by personal delivery
to the party entitled thereto, (b)&nbsp;by facsimile with confirmation of receipt,
(c)&nbsp;by mailing in the United States mails to the last known address of the
party entitled thereto or (d)&nbsp;by express courier service. The notice, request
or other communication shall be deemed to be received upon personal delivery,
upon confirmation of receipt of facsimile transmission or upon receipt by the
party entitled thereto if by United States mail or express courier service;
provided, however, that


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">if a notice, request or other communication is not received during regular
business hours, it shall be deemed to be received on the next succeeding
business day of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5. Reform by Court or Severability. In the event that any provision of
this Agreement is deemed by a court to be broader than permitted by applicable
law, then such provision shall be reformed (or otherwise revised or narrowed)
so that it is enforceable to the fullest extent permitted by applicable law.
If any provision of this Agreement shall be declared by a court to be invalid
or unenforceable to any extent, the validity or enforceability of the remaining
provisions of this Agreement shall not be affected.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.6. Amendment; Waiver. No provision of this Agreement may be amended or
waived unless agreed to in writing and signed by the Executive Vice
President-Human Resources of the Company. The failure to exercise, or any
delay in exercising, any right, power or remedy under this Agreement shall not
waive any right, power or remedy which the Company has under this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.7 Personal Data. By accepting the Award, Participant has voluntarily
consented to the collection, use, processing and transfer of personal data
about Participant, including Participant&#146;s name, home address and telephone
number, date of birth, social security number or other employee identification
number, salary, nationality, job title, details of the Award for the purpose of
managing and administering the Plan (&#147;Data&#148;). Company and/or its Subsidiaries
will transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of Participant&#146;s participation in
the Plan, and Company and/or any of its Subsidiaries may each further transfer
Data to any third parties assisting Company in the implementation,
administration and management of the Plan, including the transfer of data
within and outside of the participant&#146;s country of residence.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.8. Governing Law. The Option and this Agreement, and all determinations
made and actions taken pursuant hereto and thereto, to the extent not governed
by the laws of the United States, shall be governed by the laws of the State of
Maryland and construed in accordance therewith without giving effect to
principles of conflicts of laws.

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    <TD align="left" valign="top"><B>STARWOOD HOTELS &#038; RESORTS WORLDWIDE, INC.</B></TD>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><IMG src="p69411p6941100.gif" alt="(-s- Vavid Norton)"></TD>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By: David Norton, Executive Vice President, Human Resources</TD>
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