changes in general economic conditions, including the timing and robustness of a recovery from the current global economic downturn

Exhibit 10.67

AMENDMENT
TO
EXCHANGE RIGHTS AGREEMENT
(CLASS A REALTY PARTNERSHIP UNITS)

          Second Amendment, dated as of December 17, 2003 (this “Amendment”), to Exchange Rights Agreement dated as of January 2, 1998, among Starwood Hotels & Resorts (the “Trust”), SLT Realty Limited Partnership (the “Realty Partnership”) and certain limited partners of the Realty Partnership (the “Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement.

          WHEREAS, the Board of Trustees of the Trust has determined that it is advisable and in the best interests of the Trust and its shareholders to exercise the Trust’s right pursuant to Section 2(c) of the Agreement to modify the right to exchange Class A RP Units pursuant to the Agreement, and the amendment thereto, dated October 10, 2002, as set forth in this Amendment to extend the period of time during which the holders of Class A RP Units can exchange such units for Class B EPS.

          NOW, THEREFORE, the Trust agrees, for its benefit and the benefit of the holders of Class A RP Units, as follows:

          IN WITNESS WHEREOF, Starwood Hotels & Resorts has adopted this Amendment as of the date first above written.