Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Employment Agreements.
On December 30, 2008, Starwood Hotels & Resorts Worldwide, Inc. (the "Company") entered into amendments to the employment and severance arrangements with its senior officers, including the Chief Executive Officer and the named executive officers (collectively, the "Employment Amendments"). The Employment Amendments make several technical changes designed to make the employment arrangements with such officers comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and the final regulations issued thereunder, and generally affect the timing, but not the amount of compensation of such officers under specified circumstances.

Amendments to Bonus Plans.
On December 31, 2008, the Company amended and restated its (i) Annual Incentive Plan ("AIP"), (ii) Annual Incentive Plan for Certain Executives ("AIPCE") and
(iii) 2004 Long Term Incentive Compensation Plan ("LTICP" and together with the AIP and AIPCE, the "Bonus Plans"). The Bonus Plans were amended and restated to make several technical changes designed to make such plans comply with Section 409A and the final regulations issued thereunder, and generally affect the timing of payments made under the Bonus Plans. The foregoing description of the Bonus Plans is qualified in its entirety by reference to the Bonus Plans attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

1O.1 Annual Incentive Plan, amended and restated as of December 2008.

10.2 Annual Incentive Plan for Certain Executives, amended and restated as of December 2008.

10.3 2004 Long Term Incentive Compensaton Plan, amended and restated as of December 31, 2008

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