Starwood 2003 Annual Report Download - page 131

EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2.1 Formation Agreement, dated as of November 11, 1994, among the Trust, the Corporation, Starwood
Capital and the Starwood Partners (incorporated by reference to Exhibit 2 to the Trust's and the
Corporation's Joint Current Report on Form 8-K dated November 16, 1994). (The SEC Ñle
numbers of all Ñlings made by the Corporation and the Trust pursuant to the Securities Exchange
Act of 1934, as amended, and referenced herein are: 1-7959 (the Corporation) and 1-6828 (the
Trust)).
2.2 Form of Amendment No. 1 to Formation Agreement, dated as of July 1995, among the Trust, the
Corporation and the Starwood Partners (incorporated by reference to Exhibit 10.23 to the Trust's
and the Corporation's Joint Registration Statement on Form S-2 Ñled with the SEC on June 29,
1995 (Registration Nos. 33-59155 and 33-59155-01)).
2.3 Transaction Agreement, dated as of September 8, 1997, by and among the Trust, the Corporation,
Realty Partnership, Operating Partnership, WHWE L.L.C., Woodstar Investor Partnership (""Wood-
star''), Nomura Asset Capital Corporation, Juergen Bartels, Westin Hotels & Resorts Worldwide,
Inc., W&S Lauderdale Corp., W&S Seattle Corp., Westin St. John Hotel Company, Inc., W&S
Denver Corp., W&S Atlanta Corp. and W&S Hotel L.L.C. (incorporated by reference to Exhibit 2
to the Trust's and the Corporation's Joint Current Report on Form 8-K dated September 9, 1997, as
amended by the Form 8-K/A dated December 18, 1997).
2.4 Amended and Restated Agreement and Plan of Merger, dated as of November 12, 1997, by and
among the Corporation, the Trust, Chess Acquisition Corp. (""Chess'') and ITT Corporation
(incorporated by reference to Exhibit 2.1 to the Trust's and the Corporation's Joint Current Report
on Form 8-K dated November 13, 1997).
2.5 Agreement and Plan of Restructuring, dated as of September 16, 1998, and amended as of
November 30, 1998, among the Corporation, ST Acquisition Trust (""ST Trust'') and the Trust
(incorporated by reference to Annex A to the Trust's and the Corporation's Joint Proxy Statement
dated December 3, 1998 (the ""1998 Proxy Statement'')).
2.6 Form of Stock Purchase Agreement, dated as of February 23, 1998, between the Trust and the
Corporation (incorporated by reference to Exhibit 10.4 to the Trust's and the Corporation's Joint
Annual Report on Form 10-K for the year ended December 31, 1997 (the ""1997 Form 10-K'')).
3.1 Amended and Restated Declaration of Trust of the Trust, amended and restated through April 16,
1999 (incorporated by reference to Exhibit 3.1 of the Corporation's and the Trust's Joint Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 1999 (the ""1999 Form 10Q1'').
3.2 Charter of the Corporation, amended and restated as of February 1, 1995, as amended through
March 24, 1999 (incorporated by reference to Exhibit 3.2 to the Trust's and the Corporation's Joint
Annual Report on Form 10-K for the year ended December 31, 1998, which exhibit contains a
conformed charter incorporating all prior amendments, as the 10-K was amended by the
Form 10-K/A Ñled on May 17, 1999 (as so amended, the ""1998 Form 10-K'')), as supplemented by
the Articles Supplementary Series A Junior Participating Preferred Stock dated March 28, 1999
(incorporated by reference to Exhibit A to Exhibit 4 to the Corporation's and the Trust's Joint
Current Report on Form 8-K dated March 15, 1999 (the ""March 15 From 8-K'')).
3.3 Bylaws of the Trust, as amended and restated through April 16, 1999 (incorporated by reference to
Exhibit 3.3 to the 1999 Form 10Q1.)
3.4 Bylaws of the Corporation, as amended through March 15, 1999 (incorporated by reference to
Exhibit 3 to the Corporation's and the Trust's joint current report on Form 8-K dated March 15,
1998 (""March 15 Form 8-K'')) as amended by the First Amendment to Bylaws, dated as of
March 28, 2003, (incorporated by reference to Exhibit 3.1 to the Corporation's and the Trust's Joint
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003).