8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2005

Boykin Lodging Company

(Exact Name of Registrant as Specified in its Charter)

Ohio	001-11975	34-1824586
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Guildhall Building, Suite 1500, 45 W. Prospect Avenue, Cleveland, Ohio
(Address of Principal Executive Offices) 44115
(Zip Code)

(216) 430-1200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 99.2 AMENDED AND RESTATED -COO SEVERANCE PLAN

EXHIBIT 99.3 AMEND & RESTATED CFO/CIO EMPLOYEE SEVERANCE PLAN

EXHIBIT 99.4 AMEND & RESTATED KEY EMPLOYEE SEVERANCE PLAN

SECTION 1 REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 2, 2005, Boykin Lodging Company (the “Company”) amended the employment agreement between the Company and Robert W. Boykin, its Chairman and Chief Executive Officer. The amendment provides that in the event of a separation from service of Mr. Boykin by the Company other than for cause or as a result of Mr. Boykin’s death or permanent disability or a separation from service by Mr. Boykin for good reason, Mr. Boykin will be paid an amount equal to three (3) multiplied by the sum of Mr. Boykin’s then-current base salary and then-current target bonus. This amount will be paid over a period of three (3) years in accordance with the Company’s usual pay practices. The amendment also provides that the Company will provide Mr. Boykin a vehicle and cellular telephone allowance and coverage under the Company’s medical, dental and other group insurance benefit plans for a period of three (3) years beginning on the date of separation from service. Mr. Boykin will continue to receive other benefits upon separation from service in accordance with the terms of the employment agreement prior to this amendment. The description of the amendment contained herein is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 99.1 to this Form 8-K.

On June 2, 2005, the Company amended and restated its COO Severance Plan, CFO/CIO Employee Severance Plan and Key Employee Severance Plan (Sr. Vice Presidents and Vice Presidents) (the “Plans”). The Plans provide that in the event of a separation from service of the participant (unless such participant is a Vice President) by the Company other than for cause or by the participant for good reason within two (2) years after a change in control, the Company will pay the participant in lump sum an amount equal to two (2) multiplied by the sum of the participant’s base salary at the time of the change in control and the participant’s target bonus during the year in which the change in control occurs. A participant who is a Vice President will be paid in lump sum an amount equal to one and eighty-four one hundredths (1.84) multiplied by the participant’s base salary at the time of the change in control. In addition, the Company will continue to provide a participant a vehicle allowance and coverage under the Company’s medical, disability, dental and other individual and group insurance benefits provided by the Company prior to the change in control for a period of twenty-four (24) months beginning on the date of separation from service; provided, however, that a Vice President will receive these benefits for eighteen (18) months. In addition, the terms of the Amended and Restated COO Severance Plan and the Amended and Restated CFO/CIO Employee Severance Plan provide that upon a change in control a bonus of up to $250,000 will be paid to the participants under such plans if certain specified criteria are met. The description of the Plans contained herein is qualified in its entirety by reference to the full text of the Plans, which are filed as Exhibits 99.2, 99.3, and 99.4, respectively, to this Form 8-K.

SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

99.1 Second Amendment to Employment Agreement between the Company and Robert W. Boykin

99.2 Amended and Restated COO Severance Plan

99.3 Amended and Restated CFO/CIO Employee Severance Plan

99.4 Amended and Restated Key Employee Severance Plan (Sr. Vice Presidents and Vice Presidents)

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Boykin Lodging Company
	By:	/s/ Shereen P. Jones
		Shereen P. Jones Executive Vice President, Chief Financial and Investment Officer
Dated: June 7, 2005

EX-99.1

                                                                    Exhibit 99.1

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement, dated as of June 2, 2005 (this
"Amendment"), is between Boykin Lodging Company, an Ohio corporation (the
"Company"), and Robert W. Boykin (the "Executive").

WHEREAS, the Company and the Executive are parties to that certain Employment
Agreement, dated as of November 4, 1996, as amended by that certain First
Amendment to Employment Agreement, dated as of November 29, 2004 (the
"Agreement"; terms used but not otherwise defined herein have the meanings
ascribed to those terms in the Agreement); and

WHEREAS, the Company and the Executive desire to amend the Agreement as set
forth in this Amendment.

NOW THEREFORE, the Company and the Executive agree as follows:

      1. Each reference to the termination of the Executive's employment
(whether by the Company or the Executive) in the Agreement shall mean a
separation from service as defined in Section 409A of the Code and the
regulations thereunder (a "Separation from Service").

      2. As used in this Amendment, "Person" shall mean an individual,
corporation, limited liability company, joint venture, partnership, trust,
unincorporated organization or any other legal entity.

      3. Subparagraph 2(e) of the Agreement is hereby amended in full to read as
follows:

"(e) The term "change in control" means the first to occur of the following
events:

            (i) The Board or shareholders of the Company approve a consolidation
      or merger that results in the shareholders immediately prior to the
      transaction giving rise to the consolidation or merger owning less than
      50% of the total combined voting power or total fair market value of all
      classes of stock entitled to vote of the surviving entity immediately
      after the consummation of the transaction giving rise to the merger; or

            (ii) The Board or shareholders of the Company approve the sale of
      substantially all of the assets of the Company to one Person or a group of
      Persons acting together that is unrelated (within the meaning of Section
      409A of the Code and the regulations thereunder) to the Company or the
      liquidation or dissolution of the Company; or

            (iii) Any Person (other than the Company or a Subsidiary or any
      Company employee benefit plan (including any trustee of any such plan
      acting in its capacity as trustee)) purchases any common shares of the
      Company (or securities convertible into common shares of the Company)
      pursuant to a tender or exchange offer without the prior consent of the
      Board, or becomes the beneficial owner of securities of the Company
      representing more than 50% of the voting power or fair market value of the
      Company's outstanding securities; or

            (iv) During any two-year period, individuals who at the beginning of
      such period constitute the entire Board cease to constitute two-thirds of
      the Board, unless the election or nomination for election of each new
      director is approved by at least two-thirds of the directors then still in
      office who were directors at the beginning of that period."

      4. Subparagraph 3(b) of the Agreement is hereby amended in full to read as
follows:

"(b) The Company shall pay to the Executive bonus compensation for each calendar
year of the Company, not later than sixty (60) days following the end of that
year, prorated on a per diem basis for partial calendar years, and determined
and calculated by the Compensation Committee of the Board of Directors (the
"Compensation Committee") based on performance standards established by the
Compensation Committee for that year."

      5. The last sentence of subparagraph 5(c) of the Agreement is hereby
amended in full to read as follows:

"If the Company causes a Separation from Service of the Executive other than
pursuant to subparagraph 5(a)(i) or 5(a)(ii) or the Executive causes a
Separation from Service pursuant to subparagraph 2(c), the Executive shall be
paid:



            (i) an amount equal to (A) three multiplied by (B) the sum of (I)
      the Executive's base salary at the rate in effect at the time of
      Separation from Service and (II) an amount equal to the Executive's base
      salary at the rate in effect at the time of Separation from Service
      multiplied by the Executive's target bonus percentage established by the
      Compensation Committee for the fiscal year during which the Separation
      from Service occurs, which amount will be paid over a period of three
      years beginning on the date of the Executive's Separation from Service
      (the "Separation Date") in accordance with the Company's usual pay
      practices; provided, however, that if the Executive is a key employee of
      the Company (as defined in Section 409A of the Code), no installment of
      that amount shall be paid prior to the earliest date that payment of an
      installment can be made without incurring an excise tax pursuant to
      Section 409A of the Code (the "Deferred Payment Date"), and on the
      Deferred Payment Date the Company shall pay the Executive an amount equal
      to the amount that would have been paid under this subparagraph 5(c)(i)
      during the period beginning on the Separation Date and ending on the
      Deferred Payment Date absent this provison

            (ii) all of the benefits payable to the Executive pursuant to
      subparagraphs 3(c) and (d) for a period of three years beginning on the
      Separation Date; and

            (iii) all of the benefits payable to the Executive pursuant to
      subparagraphs 3(e), (g), (h) and (i) for the longer of the remainder of
      the term of this Employment Agreement (as that term is defined in
      subparagraph 2(a)) or the period set forth in the subparagraph."

      6. The following is inserted as the last sentence of subparagraph 9(c):
"The Company shall cause this Employment Agreement to be assumed by any
successor of the Company, whether such succession occurs by merger, asset
acquisition, or otherwise."

      7. The following is inserted as subparagraph 9(j):

"(j) (i) Not later than one (1) day prior to the day on which a transaction that
will result in a change in control is to be consummated (or if the Company does
not know about the transaction that will result in a change in control until
after it occurs, not later than five (5) days after the Company should
reasonably be expected to know about the transaction), the Company shall cause
to be issued an Irrevocable Standby Letter of Credit (the "Letter of Credit") in
favor of the Executive in order to provide the Executive with the amount that
will be paid under subparagraph 5(c) (including any adjustment to that amount
required by subparagraph 7) if the Company causes a Separation from Service
other than pursuant to subparagraph 5(a)(i) or 5(a)(ii) or the Executive causes
a Separation from Service pursuant to subparagraph 2(c). The bank or other
financial institution (the "Bank") that will issue the Letter of Credit shall be
chosen by the Committee or any individual to whom the Committee delegates that
responsibility, but must be organized under the laws of the United States of
America or any agency or instrumentality thereof or under the laws of any state
thereof and have a combined capital and surplus of at least $100,000,000. The
Company shall maintain the Letter of Credit until the earlier of the date the
Executive is no longer entitled to payments under subparagraph 5(c) or deposit
of the entire amount of the Letter of Credit into escrow as contemplated by
subparagraph 9(j)(iii) The expenses of establishing and maintaining the Letter
of Credit shall be paid solely by the Company.

      (ii) The Letter of Credit shall be in an amount equal to the Company's
total potential liability to the Executive under subparagraph 5(c) (including
any adjustment to that amount required by subparagraph 7) in the event the
Company causes a Separation from Service other than pursuant to subparagraph
5(a)(i) or 5(a)(ii) or the Executive causes a Separation from Service pursuant
to subparagraph 2(c). The amount of the Letter of Credit shall be determined by
the Company acting in good faith. If the Executive becomes entitled to receive
payments as a result of such a Separation from Service and the Company fails to
make those payments, those payments will be paid out of the Letter of Credit in
accordance with the procedure set forth in subparagraph 9(j)(iii) below. If the
amount of the Letter of Credit is not sufficient to satisfy the total amount
payable to the Executive under subparagraph 5(c) (including any adjustment to
that amount required by subparagraph 7), the Company shall pay the additional
amount necessary to satisfy such total amount payable from its general assets.

      (iii) If the Executive becomes entitled to receive payments under
subparagraph 5(c) and the Company fails to make those payments within three (3)
business days of the Company's receipt of a demand for payment from the
Executive, the Executive may draw on the Letter of Credit by providing written
notice (a "Draw Notice") requesting a draw on the Letter of Credit to both the
Bank and the Company (return receipt required) specifying the amount to be drawn
(the "Draw Amount"). The Letter of Credit shall require the Executive to certify
in the Draw Notice as a condition to receipt of the Draw Amount that (A) he is
entitled to receive payments under subparagraph 5(c) of this Employment
Agreement, (B) the Company has failed to make such payments and (C) the
Executive is entitled to draw on the Letter of Credit pursuant to the terms of
this Employment Agreement. Immediately upon receipt of a Draw



Notice containing those certifications, the Bank shall pay to the Executive the
amount set forth in the Draw Notice by wire transfer of immediately available
funds in accordance with wire transfer instructions provided by the Executive in
the Draw Notice.

      (iv) Notwithstanding the foregoing provisions, the Company may establish
an alternative funding arrangement mutually acceptable to the Company and the
Executive to fund the amounts payable under this Employment Agreement."

      8. Exhibit A to the Agreement is deleted in its entirety.

      9. Except as amended by this Amendment, the Agreement shall continue in
full force and effect.

      10. This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.

                            [signature page follows]



IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first
above written.

                                   BOYKIN LODGING COMPANY

                                   By: /s/ Richard C. Conti
                                       ---------------------------------------
                                   Its: President and Chief Operating Officer

                                       /s/ Robert W. Boykin
                                       ---------------------------------------
                                       Robert W. Boykin

EX-99.2

                                                                    Exhibit 99.2

                             Boykin Lodging Company
                              Amended and Restated
                               COO Severance Plan

                                    ARTICLE 1

                             PURPOSE AND DEFINITIONS

1.    Purpose. The purpose of this Boykin Lodging Company Amended and Restated
      COO Severance Plan (the "Plan") is to protect a certain key employee
      against an involuntary loss of employment under certain circumstances
      following a change in control of Boykin Lodging Company. To the extent
      that the Plan is considered to be a plan for purposes of the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA"), it shall be
      considered an unfunded plan maintained primarily for the purpose of
      providing benefits for a select group of management or highly compensated
      employees, within the meaning of U.S. Department of Labor Regulations
      Section 2520.104-24.

2.    Definitions. The following words and phrases as used herein shall have the
      following meanings, unless a different meaning is required by the context:

      "Accountants" shall mean the Company's tax accountants serving immediately
      prior to a Change of Control (as defined herein).

      "Annual Compensation" shall mean, with respect to the Participant, an
      amount equal to the sum of (a) the Participant's gross annual base salary
      at the rate in effect immediately prior to a Change of Control and (b) an
      amount equal to the Participant's gross annual base salary at the rate in
      effect immediately prior to a Change of Control multiplied by the
      Participant's target bonus percentage established by the Compensation
      Committee for the fiscal year during which a Change of Control occurs.

      "Benefits" shall mean:

                  (a)   Continuation of the medical, disability, dental and all
                        other group and individual insurance benefits provided
                        to the Participant by the Company immediately prior to a
                        Change of Control (or, in the event the Company is
                        unable to continue these benefits, payment of amounts
                        necessary for the Participant to obtain them); and

                  (b)   Continuation of the payment of the Participant's vehicle
                        allowance (which includes a vehicle payment allowance,
                        reimbursement for automobile insurance and payment of
                        parking expenses) in an amount equal to the allowance in
                        effect immediately prior to a Change of Control.

      "Board of Directors" or "Board" shall mean the Board of Directors of the
      Company as constituted at any time.

      "Cause" shall mean any act or any failure to act on the part of the
      Participant which constitutes a felony for which the Participant is
      convicted or pleads nolo contendere.

      "Change of Control" with respect to the Company shall be deemed to have
      taken place if any of the following events occur:

                  (a)   The Board of Directors or shareholders of the Company
                        approve a consolidation or merger that results in the
                        shareholders immediately prior to the transaction giving
                        rise to the consolidation or merger owning less than 50%
                        of the total combined voting power or total fair market
                        value of all classes of stock entitled to vote of the
                        surviving entity immediately after the consummation of
                        the transaction giving rise to the merger; or

                  (b)   The Board of Directors or shareholders of the Company
                        approve the sale of substantially all of the assets of
                        the Company to one Person or a group of Persons acting
                        together that is unrelated (within the meaning of
                        Section 409A of the Code and the



                        regulations thereunder) to the Company or the
                        liquidation or dissolution of the Company; or

                  (c)   Any Person (other than the Company or a Subsidiary or
                        any Company employee benefit plan (including any trustee
                        of any such plan acting in its capacity as trustee))
                        purchases any common shares of the Company (or
                        securities convertible into common shares of the
                        Company) pursuant to a tender or exchange offer without
                        the prior consent of the Board of Directors, or becomes
                        the beneficial owner of securities of the Company
                        representing more than 50% of the voting power or fair
                        market value of the Company's outstanding securities; or

                  (d)   During any two-year period, individuals who at the
                        beginning of such period constitute the entire Board of
                        Directors cease to constitute two-thirds of the Board of
                        Directors, unless the election or nomination for
                        election of each new director is approved by at least
                        two-thirds of the directors then still in office who
                        were directors at the beginning of that period.

      "Code" shall mean the Internal Revenue Code of 1986, as amended.

      "Committee" shall mean the Compensation Committee of the Board or any
      successor thereto or in the event no such committee exists, the Board.

      "Company" shall mean Boykin Lodging Company and any successors thereto by
      merger, consolidation, liquidation or other reorganization.

      "Good Reason" shall mean the occurrence, on or after a Change of Control,
      of any of the following with respect to the Participant or his or her
      status, position, responsibilities or compensation existing immediately
      prior to that Change of Control, unless the Participant has consented
      thereto in writing: (a) any limitation of the Participant's
      responsibilities or duties, or any demotion in the Participant's position
      with the Company, (b) any removal of the Participant from, or failure to
      re-elect the Participant to, any of the positions with the Company held by
      the Participant except in conjunction with an election or appointment to
      an equal or higher position, (c) any reduction in the salary, incentive
      compensation and other employee benefits, taken as a whole, (d) any
      material increase in the Participant's travel obligations, or (e) any
      change in the Participant's principal work location or the location of the
      Participant's primary work group by more than 50 miles from the
      Participant's or primary work group's location immediately prior to the
      Change of Control. Good Reason shall be deemed to exist under (a) or (b)
      above if the Participant's position with the Company following a Change of
      Control is such that, although he maintains his status, position,
      responsibilities and compensation existing immediately prior to that
      Change of Control, such status, position or responsibilities are
      maintained with a subsidiary of the acquiring Person and results in the
      Participant having a diminution of his status, position or
      responsibilities with respect to the acquiring Person as a whole
      (including all affiliates and subsidiaries). For example, Good Reason
      shall be deemed to exist if following a Change of Control the Company is a
      subsidiary of the acquiring Person and the Participant is Chief Operating
      Officer of the Company, but not the acquiring Person.

      "Involuntary Termination" shall mean (a) a Separation from Service (as
      defined herein) that is brought about by the Company for any reason other
      than Cause or (b) a Separation from Service by the Participant for Good
      Reason.

      "Person" shall mean an individual, corporation, limited liability company,
      joint venture, partnership, trust, unincorporated organization or any
      other legal entity.

      "Participant" shall mean the Company's Chief Operating Officer, subject to
      Sections 2.1 and 2.2 below.

      "Separation from Service" shall have the meaning ascribed to it in Section
      409A of the Code and the regulations thereunder.

      "Severance Amount" shall mean the amount determined pursuant to Section
      3.1.

      "Subsidiary" shall mean any corporation (other than the Company) in an
      unbroken chain of corporations beginning with the Company if each of the
      corporations (other than the last corporation in the unbroken chain) owns
      stock possessing 50% or more of the total combined voting power of all
      classes of stock in one of the other corporations in such chain.



                                    ARTICLE 2

                          ELIGIBILITY AND PARTICIPATION

2.1   Eligibility. The Chief Operating Officer of the Company shall be eligible
      to become a Participant pursuant to Section 2.2.

2.2   Participation. The Company shall, as soon as practicable after the
      effective date of the Plan, prepare and send a separate letter of
      participation ("Participation Letter") to the Participant. The Company's
      Chief Operating Officer shall not become the Participant unless and until
      he or she signs and agrees to his or her Participation Letter and the
      terms and conditions of the Plan.

                                    ARTICLE 3

                                    BENEFITS

3.1   Amount of Severance Benefit. The Severance Amount to which the Participant
      shall be entitled under the Plan shall be equal to the Participant's
      Annual Compensation multiplied by two.

3.2   Entitlement; Payment of Severance Amount in Lump Sum; Payment of Benefits.
      In the event the Participant's employment with the Company terminates
      within two years after a Change of Control due to an Involuntary
      Termination, the Severance Amount shall be paid in a lump sum by the
      Company upon or immediately following the Participant's Involuntary
      Termination; provided, however, that if the Participant is a key employee
      of the Company (as defined in Section 409A of the Code), the Severance
      Amount shall be paid on the earliest date that payment of the Severance
      Amount can be made without incurring an excise tax pursuant to Section
      409A of the Code. In addition, the Company shall provide the Participant
      with the Benefits for a period of 24 months following the Involuntary
      Termination.

3.3   Transaction Incentive Bonus. If prior to December 31, 2005 the Company
      enters into a definitive agreement concerning a transaction the
      consummation of which will result in a Change of Control and pursuant to
      which the shareholders of the Company will receive at least $12.00
      (whether in cash or securities) per common share, without par value, of
      the Company, the Participant shall be paid a bonus in the amount of
      $250,000 in cash at the closing of such transaction (the "Transaction
      Bonus"). The Participant shall not be paid the Transaction Bonus if the
      transaction does not close.

3.4   Treatment of Payments; Tax Gross-Up.

            (a)   Notwithstanding anything contained herein, if any payment or
                  distribution (including, without limitation, any distribution
                  or payment with respect to the vesting of any stock options or
                  share grants or the vesting of any benefits) to the
                  Participant or for the Participant's benefit (whether paid or
                  payable or distributed or distributable) pursuant to the terms
                  of the Plan or otherwise (a "Payment") would constitute a
                  "parachute payment" within the meaning of Section 280G of the
                  Code, the Severance Amount payable to the Participant shall be
                  reduced to the extent necessary so that no portion of the
                  Payments shall be subject to the excise tax imposed by Section
                  4999 of the Code (the "Excise Tax"); provided, however, that
                  the Severance Amount shall not be reduced by an amount greater
                  than the amount of the Transaction Bonus, if any, actually
                  paid to the Participant. If after reducing the Severance
                  Amount payable to the Participant by an amount equal to the
                  Transaction Bonus actually paid to the Participant, any
                  portion of the Payments shall be subject to the Excise Tax,
                  then the Company shall pay to or on behalf of the Participant
                  an additional payment (a "Gross-Up Payment") in an amount such
                  that after payment by the Participant of all taxes (including
                  any interest or penalties imposed with respect to such taxes),
                  including, without limitation, any income taxes (and any
                  interest or penalties imposed with respect thereto) and Excise
                  Tax, imposed upon the Gross-Up Payment, the Participant
                  retains an amount of the Gross-Up Payment equal to the Excise
                  Tax imposed upon the Payments. The amount of any Gross-Up
                  Payment shall be paid in a lump sum within seven days
                  following such determination by



                  the Accountants. The foregoing determinations will be made by
                  the Accountants in consultation with the Participant and the
                  Company and in accordance with the analysis, valuations and
                  calculations prepared by the Accountants in connection with
                  Section 3.4(b), below. If the Accountants determine that a
                  reduction is required by this Section 3.4, the Company shall
                  pay such reduced Payments to the Participant. The Participant
                  and the Company will each provide the Accountants access to
                  and copies of any books, records, and documents in the
                  possession of the Participant or the Company, as the case may
                  be, reasonably requested by the Accountants, and otherwise
                  cooperate with the Accountants in connection with the
                  preparation and issuance of the determinations and
                  calculations contemplated by this Section 3.4.

            (b)   The Company shall cause all determinations required to be made
                  under this Section 3.4, including the assumptions to be
                  utilized in arriving at such determinations, to be made by the
                  Accountants, which shall provide the Participant and the
                  Company with their determinations and detailed supporting
                  calculations with respect thereto at least 15 business days
                  prior to the date on which the Participant would be entitled
                  to receive a Payment (or as soon as practicable in the event
                  that the Accountants have less than 15 business days advance
                  notice that the Participant may receive a Payment) in order
                  that the Participant may determine whether the Participant
                  concurs with such determination. All fees and expenses of the
                  Accountants shall be borne solely by the Company. For the
                  purpose of determining whether any of the Payments will be
                  subject to the Excise Tax and the amount of such Excise Tax,
                  such Payments will be treated as "parachute payments" within
                  the meaning of Section 280G of the Code, and all "parachute
                  payments" in excess of the "base amount" (as defined under
                  Section 280G(b)(3) of the Code) shall be treated as subject to
                  the Excise Tax, unless and except to the extent that in the
                  opinion of the Accountants such Payments (in whole or in part)
                  either do not constitute "parachute payments" or represent
                  reasonable compensation for services actually rendered (within
                  the meaning of Section 280G(b)(4) of the Code) in excess of
                  the "base amount," or such "parachute payments" are otherwise
                  not subject to such Excise Tax. Any determination by the
                  Accountants shall be binding upon the Company and the
                  Participant. As a result of uncertainty in the application of
                  Section 4999 of the Code at the time of the initial
                  determination by the Accountants hereunder, it is possible
                  that the amount of the Payments that the Accountants determine
                  constitute a "parachute payment" within the meaning of Section
                  280G of the Code will be less than the amount of the Payments
                  that the Internal Revenue Service (the "IRS") determines
                  constitutes a "parachute payment" within the meaning of
                  Section 280G of the Code. In the event that the Accountant's
                  determination is not accepted by the IRS, the Participant
                  shall notify the Company in writing of any such claim by the
                  IRS. Such notification shall be given as soon as practicable
                  after the Participant is informed in writing of such claim and
                  shall apprise the Company of the nature of such claim and the
                  date on which any incremental tax attributable to such claim
                  is requested to be paid. In connection with any contest or
                  potential contest of such claim, the Participant and the
                  Company will provide each other access to and copies of any
                  books, records, and documents in the possession of the
                  Participant or the Company, as the case may be, reasonably
                  requested by the other party, and will otherwise cooperate
                  with each other in connection with any such contest or
                  potential contest. In the event that the Participant or the
                  Company contest such claim, the Company shall bear and pay
                  directly all costs and expenses (including additional interest
                  and penalties) incurred in connection with such contest. If it
                  is finally determined that the amount of the Payments that the
                  Accountants determined constituted a "parachute payment"
                  within the meaning of Section 280G of the Code is less than
                  the amount of the Payments that the IRS determined constituted
                  a "parachute payment" within the meaning of Section 280G of
                  the Code, the Participant shall repay to the Company (together
                  with interest at the rate provided in Section 1274(b)(2)(B) of
                  the Code) within seven days of such determination that amount
                  of the Payments necessary to reduce the Payments such that no
                  portion thereof shall be subject to the Excise Tax; provided,
                  however, that the Participant shall not be required to repay
                  an amount greater than the Transaction Bonus actually received
                  by the Participant. If after the repayment provided for in the
                  immediately preceding sentence the amount of the payments that
                  the Accountants determined constituted a "parachute payment"
                  continues to be less than the amount of the Payments the IRS
                  determined constituted "parachute



                  payments", then an appropriate adjustment, including penalties
                  and interest, if any, shall be computed (with an additional
                  Gross-Up Payment, if applicable) by the Accountants based upon
                  the final amount of the Excise Tax so determined. Such
                  adjustment shall be paid by the Company in a lump sum within
                  seven days following the computation of such adjustment by the
                  Accountants. Nothing contained in this Section 3.4 shall limit
                  the Participant's ability or entitlement to settle or contest
                  as the case may be, any claim or issue asserted or raised by
                  the IRS. All fees and expenses of the Accountants incurred
                  pursuant to this Section 3.4 and all costs associated with
                  such claims by the IRS or any other taxing authority shall be
                  borne solely by the Company.

3.5   Withholding. Payments under the Plan are subject to such federal, state
      and local income tax withholding and all other federal, state and local
      taxes as are applicable. The Company shall withhold from any payments it
      makes all applicable federal, state and local withholding taxes.

                                    ARTICLE 4

                                     CLAIMS

4.1   Claims Procedure. If the Participant has a claim for benefits which are
      not being paid, the Participant may file with the Committee a written
      claim setting forth the amount and nature of the claim, supporting facts,
      and the Participant's address. The Committee shall notify the Participant
      of its decision in writing by registered or certified mail within 30 days
      after its receipt of a claim, unless otherwise agreed to by the
      Participant. If a claim is denied, the written notice of denial shall set
      forth the reasons for such denial, refer to pertinent Plan provisions on
      which the denial is based, describe any additional material or information
      necessary for the Participant to realize the claim, and explain the claim
      review procedure under the Plan.

4.2   Claims Review Procedure. If the Participant's claim has been denied, the
      Participant or the Participant's duly authorized representative may file,
      within 60 days after notice of such denial is received by the claimant, a
      written request for review of such claim by the Committee. If a request is
      so filed, the Committee shall review the claim and notify the Participant
      in writing of its decision within 30 days after receipt of such request.
      In special circumstances, the Committee may extend for up to 15 additional
      days the deadline for its decision. The notice of the final decision of
      the Committee shall include the reasons for its decision and specific
      references to the Plan provisions on which the decision is based. The
      decision of the Committee may be appealed only pursuant to Section 6.10.

                                    ARTICLE 5

                                 ADMINISTRATION

5.1   Plan Administrator. The Company shall be the Plan Administrator and shall
      administer the Plan through the Committee.

5.2   Powers. The Committee shall have the power to do all things necessary or
      convenient to effect the intent and purposes of the Plan, whether or not
      such powers are specifically set forth herein, and, by way of
      amplification and not limitation of the foregoing, the Committee shall
      have authority, in its judgment, to:

            (a)   provide rules for the management, operation and administration
                  of the Plan, and, from time to time, amend or supplement such
                  rules;

            (b)   construe the Plan in good faith to the fullest extent
                  permitted by law;

            (c)   correct any defect, supply any omission, or reconcile any
                  inconsistency in the Plan in such manner and to such extent as
                  it shall deem appropriate in its reasonable discretion to
                  carry the same into effect; and

            (d)   make determinations as to the Participant's eligibility for
                  benefits under the Plan, including determinations as to Cause
                  and Good Reason.



5.3   Binding Authority. The decisions of the Committee shall be final and
      conclusive for all purposes of the Plan, subject to any appeal or review
      pursuant to Section 4.2 or 6.10.

5.4   Exculpation. No member of the Board or Committee shall be directly or
      indirectly responsible or otherwise liable by reason of any action or
      default in connection with the Plan, or by reason of the exercise of or
      failure to exercise any power or discretion in connection with the Plan,
      except for any action, default, exercise or failure to exercise in
      connection with the Plan resulting from such member's bad faith, gross
      negligence or willful misconduct. No member of the Board or Committee
      shall be liable in any way for the acts or defaults of any other member of
      the Board, or any of its advisors, agents or representatives.

5.5   Indemnification. The Company shall indemnify and hold harmless each member
      of the Board and Committee against any and all expenses and liabilities in
      connection with the Plan arising out of his membership on the Board or
      Committee, except for expenses and liabilities arising out of a member's
      bad faith, gross negligence or willful misconduct.

5.6   Compensation and Expenses. Members of the Board or Committee who are
      employees of the Company shall not receive any compensation for their
      services rendered as such members in connection with the Plan. The Company
      shall pay for all expenses of the Board and Committee and their respective
      members reasonably incurred in connection with the Plan, including but not
      limited to legal expenses.

5.7   Information. The Company shall furnish to the Committee in writing all
      information the Committee may deem appropriate for the exercise of its
      powers and duties in the administration of the Plan. Such information
      shall be conclusive for all purposes of the Plan, and the Committee shall
      be entitled to rely thereon without any investigation thereof.

                                    ARTICLE 6

                               GENERAL PROVISIONS

6.1   Funding of Obligations.

            (a)   Except as provided in Section 6.1(b), all benefits payable
                  under the Plan shall be paid out of the general assets of the
                  Company. Except as provided in Section 6.1(b), any Participant
                  who may have or claim any interest in or right to any
                  compensation, payment or benefit payable hereunder, shall have
                  solely the status of a general unsecured creditor of the
                  Company and the Plan constitutes a mere promise by the Company
                  to make benefit payments in the future. Except as provided in
                  Section 6.1(b), nothing herein contained shall be construed to
                  give to or vest in the Participant or any other Person now or
                  at any time in the future, any right, title, interest or claim
                  in or to any specific asset, fund, reserve, account, insurance
                  or annuity policy or contract or other property of any kind
                  whatsoever owned by the Company, or in which the Company may
                  have any right, title or interest now or at any time in the
                  future. It is the intention of the Company and the Participant
                  that the Plan be unfunded for tax purposes and for purposes of
                  Title I of ERISA.

            (b)   (i) Notwithstanding Section 6.1(a), not later than one day
                  prior to the day on which a transaction that will result in a
                  Change of Control is to be consummated (or if the Company does
                  not know about the transaction that will result in a Change of
                  Control until after it occurs, not later than five days after
                  the Company should reasonably be expected to know about the
                  transaction), the Company shall cause to be issued an
                  Irrevocable Standby Letter of Credit (the "Letter of Credit")
                  in favor of the Participant in order to provide the
                  Participant with the Severance Amount, Benefits and Gross-Up
                  Payment payable under the Plan in the event the Company cannot
                  or will not pay such amounts. The bank or other financial
                  institution (the "Bank") that will issue the Letter of Credit
                  shall be chosen by the Committee or any individual to whom the
                  Committee delegates that responsibility, but must be organized
                  under the laws of the United States of America or any agency
                  or instrumentality thereof or under the laws of any state
                  thereof and have a combined capital and surplus of at least
                  $100,000,000. The



                  Company shall maintain the Letter of Credit until the earlier
                  of the date the Participant is no longer entitled to payments
                  under the Plan or the date of deposit of the entire amount of
                  the Letter of Credit into escrow as contemplated by Section
                  6.1(b)(iii). The expenses of establishing and maintaining the
                  Letter of Credit shall be paid solely by the Company.

                  (ii) The Letter of Credit shall be in an amount equal to the
                  Company's total potential liability to the Participant
                  pursuant to Section 3 for the Severance Amount, Benefits and
                  Gross-Up Payment. The amount of the Letter of Credit shall be
                  determined by the Company acting in good faith. If the
                  Participant becomes entitled to receive payments under the
                  Plan because of an Involuntary Termination and the Company
                  fails to make the payments required by the Plan, the payments
                  will be paid out of the Letter of Credit in accordance with
                  the procedure set forth in Section 6.1(b)(iii) below. If the
                  amount of the Letter of Credit is not sufficient to satisfy
                  the total amount payable to the Participant under Section 3
                  for the Severance Amount, Benefits and Gross-Up Payment, the
                  Company shall pay the additional amount necessary to satisfy
                  such total amount payable from its general assets.

                  (iii) If the Participant becomes entitled to receive payments
                  under the Plan because of an Involuntary Termination and the
                  Company fails to make the payments required by the Plan within
                  3 business days of the Company's receipt of a demand for
                  payment from the Participant, the Participant may draw on the
                  Letter of Credit by providing written notice (a "Draw Notice")
                  requesting a draw on the Letter of Credit to both the Bank and
                  the Company (return receipt required) specifying the amount to
                  be drawn (the "Draw Amount"). The Letter of Credit shall
                  require the Participant to certify in the Draw Notice as a
                  condition to receipt of the Draw Amount that (A) he is
                  entitled to receive payments under the Plan, (B) the Company
                  has failed to make such payments and (C) the Participant is
                  entitled to draw on the Letter of Credit pursuant to the terms
                  of the Plan. Immediately upon receipt of a Draw Notice
                  containing those certifications, the Bank shall pay to the
                  Participant the amount set forth in the Draw Notice by wire
                  transfer of immediately available funds in accordance with
                  wire transfer instructions provided by the Participant in the
                  Draw Notice.

                  (iv) Notwithstanding the foregoing provisions, the Company may
                  establish an alternative funding arrangement mutually
                  acceptable to the Company and the Participant to fund the
                  amounts payable under the Plan.

6.2   Other Rights. The Plan shall not affect or impair the rights or
      obligations of the Company or the Participant under any other written
      plan, contract, arrangement, or pension, profit sharing or other
      compensation plan; provided, however, that, from and after a Change of
      Control and so long as the Plan is in effect, the Participant shall not be
      entitled to any severance benefits under any other plan or policy of the
      Company or any other agreement between the Participant and the Company,
      including any salary continuation or other post-termination benefits under
      an employment agreement between the Participant and the Company, with
      respect to any termination of employment for which the Participant is
      entitled to benefits under the Plan. For purposes of the prohibition of
      duplicative benefits under this Section 6.2, benefits under a vacation or
      sick pay policy, if any, shall not be deemed to be severance benefits.

6.3   Release. Notwithstanding any other provision of the Plan, the Participant
      shall execute a release in form and substance reasonably acceptable to the
      Company with respect to any employment or other agreement and all claims
      the Participant may have with or against the Company or any Subsidiary as
      a condition to the receipt of the Severance Amount payable under the Plan.

6.4   Amendment or Termination. The Plan may be amended, modified, suspended, or
      terminated (any such action, a "Revision") by the Company at any time and
      from time to time by action of the Board; provided, however, that any
      Revision made on or after June 2, 2005 shall be effective (a) with respect
      to the Participant, only if the Participant has been given at least 365
      days advance written notice of the Revision and the Revision is made
      effective as of an anniversary date of June 2, 2005, or (b) if the
      Participant has given prior written consent to such Revision.



6.5   Severability. If any term or condition of the Plan shall be invalid or
      unenforceable to any extent or in any application, then the remainder of
      the Plan, with the exception of such invalid or unenforceable provision,
      shall not be affected thereby and shall continue in effect and application
      to its fullest extent.

6.6   No Employment Rights. None of the establishment of the Plan, any
      provisions of the Plan, or any action of the Board or the Committee shall
      be held or construed to confer upon the Participant the right to a
      continuation of employment by the Company. Subject to any applicable
      employment agreement, the Company reserves the right to dismiss the
      Participant, or otherwise deal with the Participant, to the same extent as
      though the Plan had not been adopted.

6.7   Incapacity. If the Committee determines that the Participant is unable to
      care for his or her affairs because of illness or accident, any benefit
      due the Participant may be paid to the Participant's spouse or to any
      other Person deemed by the Committee to have incurred expense for the
      Participant (including a duly appointed guardian, committee or other legal
      representative), and any such payment shall be a complete discharge of the
      Company's obligation hereunder.

6.8   Transferability of Rights. The Company shall have the unrestricted right
      to transfer its obligations under the Plan with respect to the Participant
      to any Person, including, but not limited to, any purchaser of all or any
      part of the Company's business. The Company shall cause the Plan to be
      assumed by any successor of the Company, whether such succession occurs by
      merger, asset acquisition, or otherwise. The Participant's rights to
      benefit payments under the Plan are not subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      attachment, or garnishment by creditors of the Participant. Any attempt to
      transfer or assign a benefit, or any rights granted hereunder, by a
      Participant shall, in the sole discretion of the Committee (after
      consideration of such facts as it deems pertinent), be grounds for
      terminating any rights of the Participant to any portion of the Plan
      benefits not previously paid.

6.9   Governing Law. The Plan shall be construed, administered, and enforced
      according to the laws of the State of Ohio without regard to principles of
      conflicts of law, except to the extent that such laws are preempted by the
      federal laws of the United States of America.

6.10  Arbitration of All Disputes. Any controversy or claim arising out of or
      relating to the Plan, after exhaustion of the procedures under Article IV,
      shall be settled exclusively by arbitration in the City of Cleveland,
      Ohio. The arbitration shall be conducted in accordance with the then
      existing rules of the American Arbitration Association. The arbitrator(s)
      shall not have the power to add to or delete from or otherwise amend the
      provisions of the Plan. If the Participant is dissatisfied with the
      written decision of the Committee under Section 4.2, the Participant shall
      have the right to appeal the matter to arbitration pursuant to this
      Section 6.10. A demand for arbitration must be submitted in writing to the
      Committee within 120 days after receipt of the Committee's written
      decision under Section 4.2. If an arbitration is demanded, the Committee
      shall submit to the arbitrator(s) a certified copy of the record upon
      which the Committee's decision was made. The decision rendered by the
      arbitrator(s) shall be final and binding upon all parties. The costs and
      expenses of the arbitration shall be borne by each respective party;
      provided, however, that the arbitrator(s) shall award costs and expenses
      to the Participant if the Participant is the prevailing party. Judgment
      upon the award rendered by the arbitrator(s) may be entered in any court
      having jurisdiction thereof.

6.11  Gender Neutrality. The masculine pronoun shall be deemed to include the
      feminine, and the singular number shall be deemed to include the plural
      unless a different meaning is plainly required by the context.

6.12  Effective Date. The Plan as amended and restated shall be effective June
      2, 2005.

                             BOYKIN LODGING COMPANY

                             By: /s/ Robert W. Boykin
                                 -----------------------------
                             Title: Chief Executive Officer

EX-99.3

                                                                    Exhibit 99.3

                             Boykin Lodging Company
                              Amended and Restated
                         CFO/CIO Employee Severance Plan

                                    ARTICLE 1
                             PURPOSE AND DEFINITIONS

1.1.  Purpose. The purpose of this Boykin Lodging Company Amended and Restated
      CFO/CIO Employee Severance Plan (the "Plan") is to protect a certain key
      employee against an involuntary loss of employment under certain
      circumstances following a change in control of Boykin Lodging Company. To
      the extent that the Plan is considered to be a plan for purposes of the
      Employee Retirement Income Security Act of 1974, as amended ("ERISA"), it
      shall be considered an unfunded plan maintained primarily for the purpose
      of providing benefits for a select group of management or highly
      compensated employees, within the meaning of U.S. Department of Labor
      Regulations Section 2520.104-24.

1.2.  Definitions. The following words and phrases as used herein shall have the
      following meanings, unless a different meaning is required by the context:

      "Accountants" shall mean the Company's tax accountants serving immediately
      prior to a Change of Control (as defined herein).

      "Annual Compensation" shall mean, with respect to the Participant, an
      amount equal to the sum of (a) the Participant's gross annual base salary
      at the rate in effect immediately prior to a Change of Control and (b) an
      amount equal to the Participant's gross annual base salary at the rate in
      effect immediately prior to a Change of Control multiplied by the
      Participant's target bonus percentage established by the Compensation
      Committee for the fiscal year during which a Change of Control occurs.

      "Benefits" shall mean:

                  (a)   Continuation of the medical, disability, dental and all
                        other group and individual insurance benefits provided
                        to the Participant by the Company immediately prior to a
                        Change of Control (or, in the event the Company is
                        unable to continue these benefits, payment of amounts
                        necessary for the Participant to obtain them); and

                  (b)   Continuation of the payment of the Participant's vehicle
                        allowance (which includes a vehicle payment allowance,
                        reimbursement for automobile insurance and payment of
                        parking expenses) in an amount equal to the allowance in
                        effect immediately prior to a Change of Control.

      "Board of Directors" or "Board" shall mean the Board of Directors of the
      Company as constituted at any time.

      "Cause" shall mean any act or any failure to act on the part of the
      Participant which constitutes a felony for which the Participant is
      convicted or pleads nolo contendere.

      "Change of Control" with respect to the Company shall be deemed to have
      taken place if any of the following events occur:

                  (a)   The Board of Directors or shareholders of the Company
                        approve a consolidation or merger that results in the
                        shareholders immediately prior to the transaction giving
                        rise to the consolidation or merger owning less than 50%
                        of the total combined voting power or total fair market
                        value of all classes of stock entitled to vote of the
                        surviving entity immediately after the consummation of
                        the transaction giving rise to the merger; or

                  (b)   The Board of Directors or shareholders of the Company
                        approve the sale of substantially all of the assets of
                        the Company to one Person or a group of Persons acting
                        together that is unrelated (within the meaning of
                        Section 409A of the Code and the



                        regulations thereunder) to the Company or the
                        liquidation or dissolution of the Company; or

                  (c)   Any Person (other than the Company or a Subsidiary or
                        any Company employee benefit plan (including any trustee
                        of any such plan acting in its capacity as trustee))
                        purchases any common shares of the Company (or
                        securities convertible into common shares of the
                        Company) pursuant to a tender or exchange offer without
                        the prior consent of the Board of Directors, or becomes
                        the beneficial owner of securities of the Company
                        representing more than 50% of the voting power or fair
                        market value of the Company's outstanding securities; or

                  (d)   During any two-year period, individuals who at the
                        beginning of such period constitute the entire Board of
                        Directors cease to constitute two-thirds of the Board of
                        Directors, unless the election or nomination for
                        election of each new director is approved by at least
                        two-thirds of the directors then still in office who
                        were directors at the beginning of that period.

      "Code" shall mean the Internal Revenue Code of 1986, as amended.

      "Committee" shall mean the Compensation Committee of the Board or any
      successor thereto or in the event no such committee exists, the Board.

      "Company" shall mean Boykin Lodging Company and any successors thereto by
      merger, consolidation, liquidation or other reorganization.

      "Good Reason" shall mean the occurrence, on or after a Change of Control,
      of any of the following with respect to the Participant or his or her
      status, position, responsibilities or compensation existing immediately
      prior to that Change of Control, unless the Participant has consented
      thereto in writing: (a) any limitation of the Participant's
      responsibilities or duties, or any demotion in the Participant's position
      with the Company, (b) any removal of the Participant from, or failure to
      re-elect the Participant to, any of the positions with the Company held by
      the Participant except in conjunction with an election or appointment to
      an equal or higher position, (c) any reduction in the salary, incentive
      compensation and other employee benefits, taken as a whole, (d) any
      material increase in the Participant's travel obligations, or (e) any
      change in the Participant's principal work location or the location of the
      Participant's primary work group by more than 50 miles from the
      Participant's or primary work group's location immediately prior to the
      Change of Control. Good Reason shall be deemed to exist under (a) or (b)
      above if the Participant's position with the Company following a Change of
      Control is such that, although he maintains his status, position,
      responsibilities and compensation existing immediately prior to that
      Change of Control, such status, position or responsibilities are
      maintained with a subsidiary of the acquiring Person and results in the
      Participant having a diminution of his status, position or
      responsibilities with respect to the acquiring Person as a whole
      (including all affiliates and subsidiaries). For example, Good Reason
      shall be deemed to exist if following a Change of Control the Company is a
      subsidiary of the acquiring Person and the Participant is Chief Operating
      Officer of the Company, but not the acquiring Person.

      "Involuntary Termination" shall mean (i) a Separation from Service (as
      defined herein) that is brought about by the Company for any reason other
      than Cause or (ii) a Separation from Service by the Participant for Good
      Reason.

      "Participant" shall mean the Company's Chief Financial Officer and Chief
      Investment Officer, subject to Sections 2.1 and 2.2 below.

      "Person" shall mean an individual, corporation, limited liability company,
      joint venture, partnership, trust, unincorporated organization or any
      other legal entity.

      "Separation from Service" shall have the meaning ascribed to it in Section
      409A of the Code and the regulations thereunder.

      "Severance Amount" shall mean the amount determined pursuant to Section
      3.1.

      "Subsidiary" shall mean any corporation (other than the Company) in an
      unbroken chain of corporations beginning with the Company if each of the
      corporations (other than the last corporation in the unbroken chain) owns
      stock



      possessing 50% or more of the total combined voting power of all classes
      of stock in one of the other corporations in such chain.

                                    ARTICLE 2

                          ELIGIBILITY AND PARTICIPATION

2.1   Eligibility. The Chief Financial Officer and Chief Investment Officer of
      the Company shall be eligible to become a Participant pursuant to Section
      2.2.

2.2   Participation. The Company shall, as soon as practicable after the
      effective date of the Plan, prepare and send a separate letter of
      participation ("Participation Letter") to the Participant. The Company's
      Chief Financial Officer and Chief Investment Officer shall not become the
      Participant unless and until he or she signs and agrees to his or her
      Participation Letter and the terms and conditions of the Plan.

                                    ARTICLE 3

                                    BENEFITS

3.1   Amount of Severance Benefit. The Severance Amount to which the Participant
      shall be entitled under the Plan shall be equal to the Participant's
      Annual Compensation multiplied by two.

3.2   Entitlement; Payment of Severance Amount in Lump Sum; Payment of Benefits.
      In the event the Participant's employment with the Company terminates
      within two years after a Change of Control due to an Involuntary
      Termination, the Severance Amount shall be paid in a lump sum by the
      Company upon or immediately following the Participant's Involuntary
      Termination; provided, however, that if the Participant is a key employee
      of the Company (as defined in Section 409A of the Code), the Severance
      Amount shall be paid on the earliest date that payment of the Severance
      Amount can be made without incurring an excise tax pursuant to Section
      409A of the Code. In addition, the Company shall provide the Participant
      with the Benefits for a period of 24 months following the Involuntary
      Termination.

3.3   Transaction Incentive Bonus. If prior to December 31, 2005 the Company
      enters into a definitive agreement concerning a transaction the
      consummation of which will result in a Change of Control and pursuant to
      which the shareholders of the Company will receive at least $12.00
      (whether in cash or securities) per common share, without par value, of
      the Company, the Participant shall be paid a bonus in the amount of
      $250,000 in cash at the closing of such transaction (the "Transaction
      Bonus"). The Participant shall not be paid the bonus if the transaction
      does not close.

3.4   Excess Parachute Tax Gross-Up. It is possible that a payment or
      distribution (including, without limitation, any distribution or payment
      with respect to the vesting of any stock options or share grants or the
      vesting of any benefits) to the Participant or for the Participant's
      benefit (whether paid or payable or distributed or distributable) pursuant
      to the terms of the Plan or otherwise (a "Payment") may constitute a
      "parachute payment" within the meaning of Section 280G of the Code. The
      Company acknowledges that the protections set forth in this Section 3.4
      are important, and it is agreed that, except as provided in Section
      3.4(c), the Participant should not have to bear the burden of any excise
      tax that might be levied under Section 4999 of the Code (such excise tax,
      together with any interest or penalties incurred by the Participant with
      respect to such excise tax, being collectively referred to as the "Excise
      Tax") as a result of the Participant's receipt of the benefits payable to
      the Participant pursuant to this Plan or otherwise. The following shall
      therefore apply:

           (a)   Except as provided in Section 3.4(c), if it is determined that
                  any Payment is subject to the Excise Tax, then the Company
                  shall pay to or on behalf of the Participant an additional
                  payment (a "Gross-Up Payment") in an amount such that after
                  payment by the Participant of all taxes (including any
                  interest or penalties imposed with respect to such taxes),
                  including, without limitation, any income taxes (and any
                  interest or penalties imposed with respect thereto) and Excise
                  Tax, imposed upon the Gross-Up Payment, the Participant
                  retains an amount of the Gross-Up Payment equal to the Excise
                  Tax imposed upon the Payment. The foregoing determinations
                  will be made by the



                  Accountants in consultation with the Participant and the
                  Company and in accordance with the analysis, valuations and
                  calculations prepared by the Accountants in connection with
                  Section 3.4(b), below. The Participant and the Company will
                  each provide the Accountants access to and copies of any
                  books, records, and documents in the possession of the
                  Participant or the Company, as the case may be, reasonably
                  requested by the Accountants, and otherwise cooperate with the
                  Accountants in connection with the preparation and issuance of
                  the determinations and calculations contemplated by this
                  Section 3.4.

            (b)   The Company shall cause all determinations required to be made
                  under this Section 3.4, including the assumptions to be
                  utilized in arriving at such determinations, to be made by the
                  Accountants, which shall provide the Participant and the
                  Company with their determinations and detailed supporting
                  calculations with respect thereto at least 15 business days
                  prior to the date on which the Participant would be entitled
                  to receive a Payment (or as soon as practicable in the event
                  that the Accountants have less than 15 business days advance
                  notice that the Participant may receive a Payment) in order
                  that the Participant may determine whether the Participant
                  concurs with such determination. For the purpose of
                  determining whether any of the Payments will be subject to the
                  Excise Tax and the amount of such Excise Tax, such Payments
                  will be treated as "parachute payments" within the meaning of
                  Section 280G of the Code, and all "parachute payments" in
                  excess of the "base amount" (as defined under Section
                  280G(b)(3) of the Code) shall be treated as subject to the
                  Excise Tax, unless and except to the extent that in the
                  opinion of the Accountants such Payments (in whole or in part)
                  either do not constitute "parachute payments" or represent
                  reasonable compensation for services actually rendered (within
                  the meaning of Section 280G(b)(4) of the Code) in excess of
                  the "base amount," or such "parachute payments" are otherwise
                  not subject to such Excise Tax. Any determination by the
                  Accountants shall be binding upon the Company and the
                  Participant. The amount of any Gross-Up Payment shall be paid
                  in a lump sum within seven days following such determination
                  by the Accountants. In the event that the Accountant's
                  determination is not finally accepted by the Internal Revenue
                  Service (the "IRS"), the Participant shall notify the Company
                  in writing of any such claim by the IRS. Such notification
                  shall be given as soon as practicable after the Participant is
                  informed in writing of such claim and shall apprise the
                  Company of the nature of such claim and the date on which any
                  incremental tax attributable to such claim is requested to be
                  paid. In connection with any claim or potential contest of
                  such claim, the Participant and the Company will provide each
                  other access to and copies of any books, records, and
                  documents in the possession of the Participant or the Company,
                  as the case may be, reasonably requested by the other party,
                  and will otherwise cooperate with each other in connection
                  with any such claim. In the event that the Participant or the
                  Company contest such claim, the Company shall bear and pay
                  directly all costs and expenses (including additional interest
                  and penalties) incurred in connection with such contest. Upon
                  resolution of any such claim, an appropriate adjustment,
                  including penalties and interest, if any, shall be computed
                  (with an additional Gross-Up Payment, if applicable) by the
                  Accountants based upon the final amount of the Excise Tax so
                  determined. Such adjustment shall be paid by the appropriate
                  party in a lump sum within seven days following the
                  computation of such adjustment by the Accountants. Nothing
                  contained in this Section 3.4 shall limit the Participant's
                  ability or entitlement to settle or contest as the case may
                  be, any claim or issue asserted by the IRS. All fees and
                  expenses of the Accountants incurred pursuant to this Section
                  3.4 and all costs associated with such claims by the IRS or
                  any other taxing authority shall be borne solely by the
                  Company.

            (c)   Notwithstanding anything to the contrary contained herein, the
                  Company shall not pay, and the Participant shall not be
                  entitled to receive, any Gross-Up Payment with respect to the
                  Transaction Bonus. The Participant shall be solely responsible
                  for paying any Excise Tax incurred by the Participant as a
                  result of the payment of the Transaction Bonus.


3.5   Withholding. Payments under the Plan are subject to such federal, state
      and local income tax withholding and all other federal, state and local
      taxes as are applicable. The Company shall withhold from any payments it
      makes all applicable federal, state and local withholding taxes.

                                    ARTICLE 4

                                     CLAIMS

4.1   Claims Procedure. If the Participant has a claim for benefits which are
      not being paid, the Participant may file with the Committee a written
      claim setting forth the amount and nature of the claim, supporting facts,
      and the Participant's address. The Committee shall notify the Participant
      of its decision in writing by registered or certified mail within 30 days
      after its receipt of a claim, unless otherwise agreed to by the
      Participant. If a claim is denied, the written notice of denial shall set
      forth the reasons for such denial, refer to pertinent Plan provisions on
      which the denial is based, describe any additional material or information
      necessary for the Participant to realize the claim, and explain the claim
      review procedure under the Plan.

4.2   Claims Review Procedure. If the Participant's claim has been denied, the
      Participant or the Participant's duly authorized representative may file,
      within 60 days after notice of such denial is received by the claimant, a
      written request for review of such claim by the Committee. If a request is
      so filed, the Committee shall review the claim and notify the Participant
      in writing of its decision within 30 days after receipt of such request.
      In special circumstances, the Committee may extend for up to 15 additional
      days the deadline for its decision. The notice of the final decision of
      the Committee shall include the reasons for its decision and specific
      references to the Plan provisions on which the decision is based. The
      decision of the Committee may be appealed only pursuant to Section 6.10.

                                    ARTICLE 5

                                 ADMINISTRATION

5.1   Plan Administrator. The Company shall be the Plan Administrator and shall
      administer the Plan through the Committee.

5.2   Powers. The Committee shall have the power to do all things necessary or
      convenient to effect the intent and purposes of the Plan, whether or not
      such powers are specifically set forth herein, and, by way of
      amplification and not limitation of the foregoing, the Committee shall
      have authority, in its judgment, to:

            (a)   provide rules for the management, operation and administration
                  of the Plan, and, from time to time, amend or supplement such
                  rules;

            (b)   construe the Plan in good faith to the fullest extent
                  permitted by law;

            (c)   correct any defect, supply any omission, or reconcile any
                  inconsistency in the Plan in such manner and to such extent as
                  it shall deem appropriate in its reasonable discretion to
                  carry the same into effect; and

            (d)   make determinations as to the Participant's eligibility for
                  benefits under the Plan, including determinations as to Cause
                  and Good Reason.

5.3   Binding Authority. The decisions of the Committee shall be final and
      conclusive for all purposes of the Plan, subject to any appeal or review
      pursuant to Section 4.2 or 6.10.

5.4   Exculpation. No member of the Board or Committee shall be directly or
      indirectly responsible or otherwise liable by reason of any action or
      default in connection with the Plan, or by reason of the exercise of or
      failure to exercise any power or discretion in connection with the Plan,
      except for any



      action, default, exercise or failure to exercise in connection with the
      Plan resulting from such member's bad faith, gross negligence or willful
      misconduct. No member of the Board or Committee shall be liable in any way
      for the acts or defaults of any other member of the Board, or any of its
      advisors, agents or representatives.

5.5   Indemnification. The Company shall indemnify and hold harmless each member
      of the Board and Committee against any and all expenses and liabilities in
      connection with the Plan arising out of his membership on the Board or
      Committee, except for expenses and liabilities arising out of a member's
      bad faith, gross negligence or willful misconduct.

5.6   Compensation and Expenses. Members of the Board or Committee who are
      employees of the Company shall not receive any compensation for their
      services rendered as such members in connection with the Plan. The Company
      shall pay for all expenses of the Board and Committee and their respective
      members reasonably incurred in connection with the Plan, including but not
      limited to legal expenses.

5.7   Information. The Company shall furnish to the Committee in writing all
      information the Committee may deem appropriate for the exercise of its
      powers and duties in the administration of the Plan. Such information
      shall be conclusive for all purposes of the Plan, and the Committee shall
      be entitled to rely thereon without any investigation thereof.

                                    ARTICLE 6

                               GENERAL PROVISIONS

6.1   Funding of Obligations.

            (a)   Except as provided in Section 6.1(b), all benefits payable
                  under the Plan shall be paid out of the general assets of the
                  Company. Except as provided in Section 6.1(b), any Participant
                  who may have or claim any interest in or right to any
                  compensation, payment or benefit payable hereunder, shall have
                  solely the status of a general unsecured creditor of the
                  Company and the Plan constitutes a mere promise by the Company
                  to make benefit payments in the future. Except as provided in
                  Section 6.1(b), nothing herein contained shall be construed to
                  give to or vest in the Participant or any other Person now or
                  at any time in the future, any right, title, interest or claim
                  in or to any specific asset, fund, reserve, account, insurance
                  or annuity policy or contract or other property of any kind
                  whatsoever owned by the Company, or in which the Company may
                  have any right, title or interest now or at any time in the
                  future. It is the intention of the Company and the Participant
                  that the Plan be unfunded for tax purposes and for purposes of
                  Title I of ERISA.



            (b)   (i) Notwithstanding Section 6.1(a), not later than one day
                  prior to the day on which a transaction that will result in a
                  Change of Control is to be consummated (or if the Company does
                  not know about the transaction that will result in a Change of
                  Control until after it occurs, not later than five days after
                  the Company should reasonably be expected to know about the
                  transaction), the Company shall cause to be issued an
                  Irrevocable Standby Letter of Credit (the "Letter of Credit")
                  in favor of the Participant in order to provide the
                  Participant with the Severance Amount, Benefits and Gross-Up
                  Payment payable under the Plan in the event the Company cannot
                  or will not pay such amounts. The bank or other financial
                  institution (the "Bank") that will issue the Letter of Credit
                  shall be chosen by the Committee or any individual to whom the
                  Committee delegates that responsibility, but must be organized
                  under the laws of the United States of America or any agency
                  or instrumentality thereof or under the laws of any state
                  thereof and have a combined capital and surplus of at least
                  $100,000,000. The Company shall maintain the Letter of Credit
                  until the earlier of the date the Participant is no longer
                  entitled to payments under the Plan or the date of deposit of
                  the entire amount of the Letter of Credit into escrow as
                  contemplated by Section 6.1(b)(iii) The expenses of
                  establishing and maintaining the Letter of Credit shall be
                  paid solely by the Company.

                  (ii) The Letter of Credit shall be in an amount equal to the
                  Company's total potential liability to the Participant
                  pursuant to Section 3 for the Severance Amount, Benefits and
                  Gross-Up Payment. The amount of the Letter of Credit shall be
                  determined by the Company acting in good faith. If the
                  Participant becomes entitled to receive payments under the
                  Plan because of an Involuntary Termination and the Company
                  fails to make the payments required by the Plan, the payments
                  will be paid out of the Letter of Credit in accordance with
                  the procedure set forth in Section 6.1(b)(iii) below. If the
                  amount of the Letter of Credit is not sufficient to satisfy
                  the total amount payable to the Participant under Section 3
                  for the Severance Amount, Benefits and Gross-Up Payment, the
                  Company shall pay the additional amount necessary to satisfy
                  such total amount payable from its general assets.

                  (iii) If the Participant becomes entitled to receive payments
                  under the Plan because of an Involuntary Termination and the
                  Company fails to make the payments required by the Plan within
                  3 business days of the Company's receipt of a demand for
                  payment from the Participant, the Participant may draw on the
                  Letter of Credit by providing written notice (a "Draw Notice")
                  requesting a draw on the Letter of Credit to both the Bank and
                  the Company (return receipt required) specifying the amount to
                  be drawn (the "Draw Amount"). The Letter of Credit shall
                  require the Participant to certify in the Draw Notice as a
                  condition to receipt of the Draw Amount that (A) he is
                  entitled to receive payments under the Plan, (B) the Company
                  has failed to make such payments and (C) the Participant is
                  entitled to draw on the Letter of Credit pursuant to the terms
                  of the Plan. Immediately upon receipt of a Draw Notice
                  containing those certifications, the Bank shall pay to the
                  Participant the amount set forth in the Draw Notice by wire
                  transfer of immediately available funds in accordance with
                  wire transfer instructions provided by the Participant in the
                  Draw Notice.

                  (iv) Notwithstanding the foregoing provisions, the Company may
                  establish an alternative funding arrangement mutually
                  acceptable to the Company and the Participant to fund the
                  amounts payable under the Plan.

6.2   Other Rights. The Plan shall not affect or impair the rights or
      obligations of the Company or the Participant under any other written
      plan, contract, arrangement, or pension, profit sharing or other
      compensation plan; provided, however, that, from and after a Change of
      Control and so long as the Plan is in effect, the Participant shall not be
      entitled to any severance benefits under any other plan or policy of the
      Company or any other agreement between the Participant and the Company,
      including any salary continuation or other post-termination benefits under
      an employment agreement between the Participant and the Company, with
      respect to any termination of employment for which the Participant is
      entitled to benefits under the Plan. For purposes of the prohibition of
      duplicative benefits under this Section 6.2, benefits under a vacation or
      sick pay policy, if any, shall not be deemed to be severance benefits.



6.3   Release. Notwithstanding any other provision of the Plan, the Participant
      shall execute a release in form and substance reasonably acceptable to the
      Company with respect to any employment or other agreement and all claims
      the Participant may have with or against the Company or any Subsidiary as
      a condition to the receipt of the Severance Amount payable under the Plan.

6.4   Amendment or Termination. The Plan may be amended, modified, suspended, or
      terminated (any such action, a "Revision") by the Company at any time and
      from time to time by action of the Board; provided, however, that any
      Revision made on or after June 2, 2005 shall be effective (a) with respect
      to the Participant, only if the Participant has been given at least 365
      days advance written notice of the Revision and the Revision is made
      effective as of an anniversary date of June 2, 2005, or (b) if the
      Participant has given prior written consent to such Revision.

6.5   Severability. If any term or condition of the Plan shall be invalid or
      unenforceable to any extent or in any application, then the remainder of
      the Plan, with the exception of such invalid or unenforceable provision,
      shall not be affected thereby and shall continue in effect and application
      to its fullest extent.

6.6   No Employment Rights. None of the establishment of the Plan, any
      provisions of the Plan, or any action of the Board or the Committee shall
      be held or construed to confer upon the Participant the right to a
      continuation of employment by the Company. Subject to any applicable
      employment agreement, the Company reserves the right to dismiss the
      Participant, or otherwise deal with the Participant to the same extent as
      though the Plan had not been adopted.

6.7   Incapacity. If the Committee determines that the Participant is unable to
      care for his or her affairs because of illness or accident, any benefit
      due the Participant may be paid to the Participant's spouse or to any
      other Person deemed by the Committee to have incurred expense for the
      Participant (including a duly appointed guardian, committee or other legal
      representative), and any such payment shall be a complete discharge of the
      Company's obligation hereunder.

6.8   Transferability of Rights. The Company shall have the unrestricted right
      to transfer its obligations under the Plan with respect to the Participant
      to any Person, including, but not limited to, any purchaser of all or any
      part of the Company's business. The Company shall cause the Plan to be
      assumed by any successor of the Company, whether such succession occurs by
      merger, asset acquisition, or otherwise. The Participant's rights to
      benefit payments under the Plan are not subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      attachment, or garnishment by creditors of the Participant. Any attempt to
      transfer or assign a benefit, or any rights granted hereunder, by a
      Participant shall, in the sole discretion of the Committee (after
      consideration of such facts as it deems pertinent), be grounds for
      terminating any rights of the Participant to any portion of the Plan
      benefits not previously paid.

6.9   Governing Law. The Plan shall be construed, administered, and enforced
      according to the laws of the State of Ohio without regard to principles of
      law, except to the extent that such laws are preempted by the federal laws
      of the United States of America.

6.10  Arbitration of All Disputes. Any controversy or claim arising out of or
      relating to the Plan, after exhaustion of the procedures under Article IV,
      shall be settled exclusively by arbitration in the City of Cleveland,
      Ohio. The arbitration shall be conducted in accordance with the then
      existing rules of the American Arbitration Association. The arbitrator(s)
      shall not have the power to add to or delete from or otherwise amend the
      provisions of the Plan. If the Participant is dissatisfied with the
      written decision of the Committee under Section 4.2, the Participant shall
      have the right to appeal the matter to arbitration pursuant to this
      Section 6.10. A demand for arbitration must be submitted in writing to the
      Committee within 120 days after receipt of the Committee's written
      decision under Section 4.2. If an arbitration is demanded, the Committee
      shall submit to the arbitrator(s) a certified copy of the record upon
      which the Committee's decision was made. The decision rendered by the
      arbitrator(s) shall be final and binding upon all parties. The costs and
      expenses of the arbitration shall be borne by each respective party;
      provided, however, that the arbitrator(s) shall award costs and expenses
      to the Participant if the Participant is the prevailing party. Judgment
      upon the award rendered by the arbitrator(s) may be entered in any court
      having jurisdiction thereof.

6.10  Gender Neutrality. The masculine pronoun shall be deemed to include the
      feminine, and the singular number shall be deemed to include the plural
      unless a different meaning is plainly required by the context.



6.11  Effective Date. The Plan as amended and restated shall be effective June
      2, 2005.

                                    BOYKIN LODGING COMPANY

                                    By: /s/ Robert W. Boykin
                                        ----------------------------
                                    Title: Chief Executive Officer

EX-99.4

                                                                    Exhibit 99.4

                             Boykin Lodging Company
                              Amended and Restated
                           Key Employee Severance Plan
                    (Sr. Vice Presidents and Vice Presidents)

                                    ARTICLE 1
                             PURPOSE AND DEFINITIONS

1.1.  Purpose. The purpose of this Boykin Lodging Company Amended and Restated
      Key Employee Severance Plan (the "Plan") is to protect a certain group of
      key employees against an involuntary loss of employment under certain
      circumstances following a change in control of Boykin Lodging Company. To
      the extent that the Plan is considered to be a plan for purposes of the
      Employee Retirement Income Security Act of 1974, as amended ("ERISA"), it
      shall be considered an unfunded plan maintained primarily for the purpose
      of providing benefits for a select group of management or highly
      compensated employees, within the meaning of U.S. Department of Labor
      Regulations Section 2520.104-24.

1.2.  Definitions. The following words and phrases as used herein shall have the
      following meanings, unless a different meaning is required by the context:

      "Accountants" shall mean the Company's tax accountants serving immediately
      prior to a Change of Control (as defined herein).

      "Annual Compensation" shall mean, (a) with respect to a Participant who is
      a Senior Vice President, an amount equal to the sum of (i) the
      Participant's gross annual base salary at the rate in effect immediately
      prior to a Change of Control and (ii) an amount equal to the Participant's
      gross annual base salary at the rate in effect immediately prior to a
      Change of Control multiplied by the Participant's target bonus percentage
      established by the Compensation Committee for the fiscal year during which
      a Change of Control occurs and (b) with respect to a Participant who is a
      Vice President, an amount equal to the Participant's gross annual base
      salary at the rate in effect immediately prior to a Change of Control.

      "Benefits" shall mean:

            (a)   Continuation of the medical, disability, dental and all other
                  group and individual insurance benefits provided to the
                  Participant by the Company immediately prior to a Change of
                  Control (or, in the event the Company is unable to continue
                  these benefits, payment of amounts necessary for the
                  Participant to obtain them); and

            (b)   Continuation of the payment of the Participant's vehicle
                  allowance (which includes a vehicle payment allowance,
                  reimbursement for automobile insurance and payment of parking
                  expenses) in an amount equal to the allowance in effect
                  immediately prior to a Change of Control.

      "Board of Directors" or "Board" shall mean the Board of Directors of the
      Company as constituted at any time.

      "Cause" shall mean any act or any failure to act on the part of a
      Participant which constitutes a felony for which the Participant is
      convicted or pleads nolo contendere.

      "Change of Control" with respect to the Company shall be deemed to have
      taken place if any of the following events occur:

            (a)   The Board of Directors or shareholders of the Company approve
                  a consolidation or merger that results in the shareholders
                  immediately prior to the transaction giving rise to the
                  consolidation or merger owning less than 50% of the total
                  combined voting power or total fair market value of all
                  classes of stock entitled to vote of the surviving entity
                  immediately after the consummation of the transaction giving
                  rise to the merger; or



            (b)   The Board of Directors or shareholders of the Company approve
                  the sale of substantially all of the assets of the Company to
                  one Person or a group of Persons acting together that is
                  unrelated (within the meaning of Section 409A of the Code and
                  the regulation thereunder) to the Company or the liquidation
                  or dissolution of the Company; or

            (c)   Any Person (other than the Company or a Subsidiary or any
                  Company employee benefit plan (including any trustee of any
                  such plan acting in its capacity as trustee)) purchases any
                  common shares of the Company (or securities convertible into
                  common shares of the Company) pursuant to a tender or exchange
                  offer without the prior consent of the Board of Directors, or
                  becomes the beneficial owner of securities of the Company
                  representing more than 50% of the voting power or fair market
                  value of the Company's outstanding securities; or

            (d)   During any two-year period, individuals who at the beginning
                  of such period constitute the entire Board of Directors cease
                  to constitute two-thirds of the Board of Directors, unless the
                  election or nomination for election of each new director is
                  approved by at least two-thirds of the directors then still in
                  office who were directors at the beginning of that period.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Committee" shall mean the Compensation Committee of the Board or any successor
thereto or in the event no such committee exists, the Board.

"Company" shall mean Boykin Lodging Company and any successors thereto by
merger, consolidation, liquidation or other reorganization.

"Good Reason" shall mean the occurrence, on or after a Change of Control, of any
of the following with respect to a Participant or his or her status, position,
responsibilities or compensation existing immediately prior to that Change of
Control, unless the Participant has consented thereto in writing: (a) any
limitation of the Participant's responsibilities or duties, or any demotion in
the Participant's position with the Company, (b) any removal of the Participant
from, or failure to re-elect the Participant to, any of the positions with the
Company held by the Participant except in conjunction with an election or
appointment to an equal or higher position, (c) any reduction in the salary,
incentive compensation and other employee benefits, taken as a whole, (d) any
material increase in the Participant's travel obligations, or (e) any change in
the Participant's principal work location or the location of the Participant's
primary work group by more than 50 miles from such Participant's or primary work
group's location immediately prior to the Change of Control. Good Reason shall
be deemed to exist under (a) or (b) above if a Participant's position with the
Company following a Change of Control is such that, although he maintains his
status, position, responsibilities and compensation existing immediately prior
to that Change of Control, such status, position or responsibilities are
maintained with a subsidiary of the acquiring Person and results in such
Participant having a diminution of his status, position or responsibilities with
respect to the acquiring Person as a whole (including all affiliates and
subsidiaries). For example, Good Reason shall be deemed to exist if following a
Change of Control the Company is a subsidiary of the acquiring Person and the
Senior Vice President and General Counsel of the Company holds such position
with the Company, but not the acquiring Person.

"Involuntary Termination" shall mean (a) a Separation from Service (as defined
herein) that is brought about by the Company for any reason other than Cause or
(b) a Separation from Service by the Participant for Good Reason.

"Participant" shall mean any employee who is entitled to participate in the Plan
in accordance with Sections 2.1 and 2.2.

"Person" shall mean an individual, corporation, limited liability company, joint
venture, partnership, trust, unincorporated organization or any other legal
entity.

"Separation from Service" shall have the meaning ascribed to it in Section 409A
of the Code and the regulations thereunder.

"Severance Amount" shall mean the amount determined pursuant to Section 3.1.



"Subsidiary" shall mean any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if each of the corporations
(other than the last corporation in the unbroken chain) owns stock possessing
50% or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.

                                    ARTICLE 2

                          ELIGIBILITY AND PARTICIPATION

2.1   Eligibility. Each employee of the Company whose title is listed on
      Schedule A hereto and any other employee of the Company who has been
      approved by the Compensation Committee for participation in the Plan shall
      be eligible to become a Participant pursuant to Section 2.2.

2.2   Participation. The Company shall, as soon as practicable after the
      effective date of the Plan, prepare and send a separate letter of
      participation ("Participation Letter") to each Participant. An employee
      shall not become a Participant unless and until he or she signs and agrees
      to his or her Participation Letter and the terms and conditions of the
      Plan.

                                    ARTICLE 3

                                    BENEFITS

3.2   Amount of Severance Benefit. The Severance Amount to which a Participant
      shall be entitled under the Plan shall be equal to the Participant's
      Annual Compensation multiplied by (a) two (2) in the case of a Senior Vice
      President or (b) one and eighty-four one hundredths (1.84) in the case of
      a Vice President.

3.2   Entitlement; Payment of Severance Amount in Lump Sum; Payment of Benefits.
      In the event a Participant's employment with the Company terminates within
      two years after a Change of Control due to an Involuntary Termination, the
      Severance Amount shall be paid in a lump sum by the Company upon or
      immediately following the Participant's Involuntary Termination; provided,
      however, that if such Participant is a key employee of the Company (as
      defined in Section 409A of the Code), the Severance Amount shall be paid
      on the earliest date that payment of the Severance Amount can be made
      without incurring an excise tax pursuant to Section 409A of the Code. In
      addition, the Company shall provide the Participant with the Benefits for
      a period following the Involuntary Termination of twenty-four (24) months
      if the Participant is a Senior Vice President or eighteen (18) months if
      the Participant is a Vice President.

3.3   Excess Parachute Tax Gross-Up. It is possible that a payment or
      distribution (including, without limitation, any distribution or payment
      with respect to the vesting of any stock options or share grants or the
      vesting of any benefits) to a Participant or for a Participant's benefit
      (whether paid or payable or distributed or distributable) pursuant to the
      terms of the Plan or otherwise (a "Payment") may constitute a "parachute
      payment" within the meaning of Section 280G of the Code. The Company
      acknowledges that the protections set forth in this Section 3.3 are
      important, and it is agreed that a Participant should not have to bear the
      burden of any excise tax that might be levied under Section 4999 of the
      Code (such excise tax, together with any interest or penalties incurred by
      the Participant with respect to such excise tax, being collectively
      referred to as the "Excise Tax") as a result of the Participant's receipt
      of the benefits payable to the Participant pursuant to this Plan or
      otherwise. The following shall therefore apply:

            (a)   If it is determined that any Payment to a Participant is
                  subject to the Excise Tax, then the Company shall pay to or on
                  behalf of the Participant an additional payment (a "Gross-Up
                  Payment") in an amount such that after payment by the
                  Participant of all taxes (including any interest or penalties
                  imposed with respect to such taxes), including, without
                  limitation, any income taxes (and any interest or penalties
                  imposed with respect thereto) and Excise Tax, imposed upon the
                  Gross-Up Payment, the Participant retains an amount of the
                  Gross-Up Payment equal to the Excise Tax imposed upon the
                  Payment. The foregoing determinations will be made by the
                  Accountants in consultation with the Participant and the
                  Company and in accordance with the analysis, valuations and
                  calculations prepared by the Accountants in connection with
                  Section 3.3(b), below. The Participant and the Company will
                  each provide the Accountants access to and copies of any
                  books, records, and documents in the possession of the



                  Participant or the Company, as the case may be, reasonably
                  requested by the Accountants, and otherwise cooperate with the
                  Accountants in connection with the preparation and issuance of
                  the determinations and calculations contemplated by this
                  Section 3.3.

            (b)   The Company shall cause all determinations required to be made
                  under this Section 3.3, including the assumptions to be
                  utilized in arriving at such determinations, to be made by the
                  Accountants, which shall provide the Participant and the
                  Company with their determinations and detailed supporting
                  calculations with respect thereto at least 15 business days
                  prior to the date on which the Participant would be entitled
                  to receive a Payment (or as soon as practicable in the event
                  that the Accountants have less than 15 business days advance
                  notice that the Participant may receive a Payment) in order
                  that the Participant may determine whether the Participant
                  concurs with such determination. For the purpose of
                  determining whether any of the Payments will be subject to the
                  Excise Tax and the amount of such Excise Tax, such Payments
                  will be treated as "parachute payments" within the meaning of
                  Section 280G of the Code, and all "parachute payments" in
                  excess of the "base amount" (as defined under Section
                  280G(b)(3) of the Code) shall be treated as subject to the
                  Excise Tax, unless and except to the extent that in the
                  opinion of the Accountants such Payments (in whole or in part)
                  either do not constitute "parachute payments" or represent
                  reasonable compensation for services actually rendered (within
                  the meaning of Section 280G(b)(4) of the Code) in excess of
                  the "base amount," or such "parachute payments" are otherwise
                  not subject to such Excise Tax. Any determination by the
                  Accountants shall be binding upon the Company and the
                  Participant. The amount of any Gross-Up Payment shall be paid
                  in a lump sum within seven days following such determination
                  by the Accountants. In the event that the Accountant's
                  determination is not finally accepted by the Internal Revenue
                  Service (the "IRS"), the Participant shall notify the Company
                  in writing of any such claim by the IRS. Such notification
                  shall be given as soon as practicable after the Participant is
                  informed in writing of such claim and shall apprise the
                  Company of the nature of such claim and the date on which any
                  incremental tax attributable to such claim is requested to be
                  paid. In connection with any claim or potential contest of
                  such claim, the Participant and the Company will provide each
                  other access to and copies of any books, records, and
                  documents in the possession of the Participant or the Company,
                  as the case may be, reasonably requested by the other party,
                  and will otherwise cooperate with each other in connection
                  with any such claim. In the event that the Participant or the
                  Company contest such claim, the Company shall bear and pay
                  directly all costs and expenses (including additional interest
                  and penalties) incurred in connection with such contest. Upon
                  resolution of any such claim, an appropriate adjustment,
                  including penalties and interest, if any, shall be computed
                  (with an additional Gross-Up Payment, if applicable) by the
                  Accountants based upon the final amount of the Excise Tax so
                  determined. Such adjustment shall be paid by the appropriate
                  party in a lump sum within seven days following the
                  computation of such adjustment by the Accountants. Nothing
                  contained in this Section 3.3 shall limit the Participant's
                  ability or entitlement to settle or contest as the case may
                  be, any claim or issue asserted by the IRS. All fees and
                  expenses of the Accountants incurred pursuant to this Section
                  3.3 and all costs associated with such claims by the IRS or
                  any other taxing authority shall be borne solely by the
                  Company.

3.4   Withholding. Payments under the Plan are subject to such federal, state
      and local income tax withholding and all other federal, state and local
      taxes as are applicable. The Company shall withhold from any payments it
      makes all applicable federal, state and local withholding taxes.

                                    ARTICLE 4

                                     CLAIMS

4.1   Claims Procedure. If any Participant has a claim for benefits which are
      not being paid, such claimant may file with the Committee a written claim
      setting forth the amount and nature of the claim, supporting facts, and
      the claimant's address. The Committee shall notify each claimant of its
      decision in writing by



      registered or certified mail within 30 days after its receipt of a claim,
      unless otherwise agreed by the claimant. If a claim is denied, the written
      notice of denial shall set forth the reasons for such denial, refer to
      pertinent Plan provisions on which the denial is based, describe any
      additional material or information necessary for the claimant to realize
      the claim, and explain the claim review procedure under the Plan.

4.2   Claims Review Procedure. A claimant whose claim has been denied or such
      claimant's duly authorized representative may file, within 60 days after
      notice of such denial is received by the claimant, a written request for
      review of such claim by the Committee. If a request is so filed, the
      Committee shall review the claim and notify the claimant in writing of its
      decision within 30 days after receipt of such request. In special
      circumstances, the Committee may extend for up to 15 additional days the
      deadline for its decision. The notice of the final decision of the
      Committee shall include the reasons for its decision and specific
      references to the Plan provisions on which the decision is based. The
      decision of the Committee may be appealed only pursuant to Section 6.10.

                                    ARTICLE 5

                                 ADMINISTRATION

5.1   Plan Administrator. The Company shall be the Plan Administrator and shall
      administer the Plan through the Committee.

5.2   Powers. The Committee shall have the power to do all things necessary or
      convenient to effect the intent and purposes of the Plan, whether or not
      such powers are specifically set forth herein, and, by way of
      amplification and not limitation of the foregoing, the Committee shall
      have authority, in its judgment, to:

            (a)   provide rules for the management, operation and administration
                  of the Plan, and, from time to time, amend or supplement such
                  rules;

            (b)   construe the Plan in good faith to the fullest extent
                  permitted by law;

            (c)   correct any defect, supply any omission, or reconcile any
                  inconsistency in the Plan in such manner and to such extent as
                  it shall deem appropriate in its reasonable discretion to
                  carry the same into effect; and

            (d)   make determinations as to a Participant's eligibility for
                  benefits under the Plan, including determinations as to Cause
                  and Good Reason.

5.3   Binding Authority. The decisions of the Committee shall be final and
      conclusive for all purposes of the Plan, subject to any appeal or review
      pursuant to Section 4.2 or 6.10.

5.4   Exculpation. No member of the Board or Committee shall be directly or
      indirectly responsible or otherwise liable by reason of any action or
      default in connection with the Plan, or by reason of the exercise of or
      failure to exercise any power or discretion in connection with the Plan,
      except for any action, default, exercise or failure to exercise in
      connection with the Plan resulting from such member's bad faith, gross
      negligence or willful misconduct. No member of the Board or Committee
      shall be liable in any way for the acts or defaults of any other member of
      the Board, or any of its advisors, agents or representatives.

5.5   Indemnification. The Company shall indemnify and hold harmless each member
      of the Board and Committee against any and all expenses and liabilities in
      connection with the Plan arising out of his membership on the Board or
      Committee, except for expenses and liabilities arising out of a member's
      bad faith, gross negligence or willful misconduct.

5.6   Compensation and Expenses. Members of the Board or Committee who are
      employees of the Company shall not receive any compensation for their
      services rendered as such members in connection with the



      Plan. The Company shall pay for all expenses of the Board and Committee
      and their respective members reasonably incurred in connection with the
      Plan, including but not limited to legal expenses.

5.7   Information. The Company shall furnish to the Committee in writing all
      information the Committee may deem appropriate for the exercise of its
      powers and duties in the administration of the Plan. Such information
      shall be conclusive for all purposes of the Plan, and the Committee shall
      be entitled to rely thereon without any investigation thereof.



                                    ARTICLE 6

                               GENERAL PROVISIONS

6.1   Funding of Obligations.

            (a)   Except as provided in Section 6.1(b), all benefits payable
                  under the Plan shall be paid out of the general assets of the
                  Company. Except as provided in Section 6.1(b), any Participant
                  who may have or claim any interest in or right to any
                  compensation, payment or benefit payable hereunder, shall have
                  solely the status of a general unsecured creditor of the
                  Company and the Plan constitutes a mere promise by the Company
                  to make benefit payments in the future. Except as provided in
                  Section 6.1(b), nothing herein contained shall be construed to
                  give to or vest in the Participant or any other Person now or
                  at any time in the future, any right, title, interest or claim
                  in or to any specific asset, fund, reserve, account, insurance
                  or annuity policy or contract or other property of any kind
                  whatsoever owned by the Company, or in which the Company may
                  have any right, title or interest now or at any time in the
                  future. It is the intention of the Company and the
                  Participants that the Plan be unfunded for tax purposes and
                  for purposes of Title I of ERISA.

            (b)   (i) Notwithstanding Section 6.1(a), not later than one day
                  prior to the day on which a transaction that will result in a
                  Change of Control is to be consummated (or if the Company does
                  not know about the transaction that will result in a Change of
                  Control until after it occurs, not later than five days after
                  the Company should reasonably be expected to know about the
                  transaction), the Company shall cause to be issued an
                  Irrevocable Standby Letter of Credit (the "Letter of Credit")
                  in favor of each Participant in order to provide each
                  Participant with the Severance Amount, Benefits and Gross-Up
                  Payment payable under the Plan in the event the Company cannot
                  or will not pay such amounts. The bank or other financial
                  institution (the "Bank") that will issue the Letter of Credit
                  shall be chosen by the Committee or any individual to whom the
                  Committee delegates that responsibility, but must be organized
                  under the laws of the United States of America or any agency
                  or instrumentality thereof or under the laws of any state
                  thereof and have a combined capital and surplus of at least
                  $100,000,000. The Company shall maintain the Letter of Credit
                  until the earlier of the date the applicable Participant is no
                  longer entitled to payments under the Plan or the date of
                  deposit of the entire amount of the Letter of Credit into
                  escrow as contemplated by Section 6.1(b)(iii) The expenses of
                  establishing and maintaining the Letter of Credit shall be
                  paid solely by the Company.

                  (ii) The Letter of Credit shall be in an amount equal to the
                  Company's total potential liability to the applicable
                  Participant pursuant to Section 3 for the Severance Amount,
                  Benefits and Gross-Up Payment. The amount of the Letter of
                  Credit shall be determined by the Company acting in good
                  faith. If the Participant becomes entitled to receive payments
                  under the Plan because of an Involuntary Termination and the
                  Company fails to make the payments required by the Plan, the
                  payments will be paid out of the Letter of Credit in
                  accordance with the procedure set forth in Section 6.1(b)(iii)
                  below. If the amount of the Letter of Credit is not sufficient
                  to satisfy the total amount payable to the Participant under
                  Section 3 for the Severance Amount, Benefits and Gross-Up
                  Payment, the Company shall pay the additional amount necessary
                  to satisfy such total amount payable from its general assets.

                  (iii) If the Participant becomes entitled to receive payments
                  under the Plan because of an Involuntary Termination and the
                  Company fails to make the payments required by the Plan within
                  3 business days of the Company's receipt of a demand for
                  payment from the Participant, the Participant may draw on the
                  Letter of Credit by providing written notice (a "Draw Notice")
                  requesting a draw on the Letter of Credit to both the Bank and
                  the Company (return receipt required) specifying the amount to
                  be drawn (the "Draw Amount"). The Letter of Credit shall
                  require the Participant to certify in the Draw Notice as a
                  condition to receipt of the Draw Amount that (A) he is
                  entitled to receive



                  payments under the Plan, (B) the Company has failed to make
                  such payments and (C) the Participant is entitled to draw on
                  the Letter of Credit pursuant to the terms of the Plan.
                  Immediately upon receipt of a Draw Notice containing those
                  certifications, the Bank shall pay to the Participant the
                  amount set forth in the Draw Notice by wire transfer of
                  immediately available funds in accordance with wire transfer
                  instructions provided by the Participant in the Draw Notice.

                  (iv) Notwithstanding the foregoing provisions, the Company may
                  establish an alternative funding arrangement mutually
                  acceptable to the Company and the Participant to fund the
                  amounts payable under the Plan.

6.2   Other Rights. The Plan shall not affect or impair the rights or
      obligations of the Company or a Participant under any other written plan,
      contract, arrangement, or pension, profit sharing or other compensation
      plan; provided, however, that, from and after a Change of Control and so
      long as the Plan is in effect, a Participant shall not be entitled to any
      severance benefits under any other plan or policy of the Company or any
      other agreement between such Participant and the Company, including any
      salary continuation or other post-termination benefits under an employment
      agreement between such Participant and the Company, with respect to any
      termination of employment for which such Participant is entitled to
      benefits under the Plan. For purposes of the prohibition of duplicative
      benefits under this Section 6.2, benefits under a vacation or sick pay
      policy, if any, shall not be deemed to be severance benefits.

6.3   Release. Notwithstanding any other provision of the Plan, each Participant
      shall execute a release in form and substance reasonably acceptable to the
      Company with respect to any employment or other agreement and all claims
      such Participant may have with or against the Company or any Subsidiary as
      a condition to the receipt of the Severance Amount payable under the Plan.

6.4   Amendment or Termination. The Plan may be amended, modified, suspended, or
      terminated (any such action, a "Revision") by the Company at any time and
      from time to time by action of the Board; provided, however, that any
      Revision made on or after June 2, 2005 shall be effective (a) with respect
      to each Participant, only if such Participant has been given at least 365
      days advance written notice of the Revision and the Revision is made
      effective as of an anniversary date of June 2, 2005, or (b) if such
      Participant has given prior written consent to such Revision.

6.5   Severability. If any term or condition of the Plan shall be invalid or
      unenforceable to any extent or in any application, then the remainder of
      the Plan, with the exception of such invalid or unenforceable provision,
      shall not be affected thereby and shall continue in effect and application
      to its fullest extent.

6.6   No Employment Rights. None of the establishment of the Plan, any
      provisions of the Plan, or any action of the Board or the Committee shall
      be held or construed to confer upon any Participant the right to a
      continuation of employment by the Company. Subject to any applicable
      employment agreement, the Company reserves the right to dismiss any
      Participant, or otherwise deal with any Participant to the same extent as
      though the Plan had not been adopted.

6.7   Incapacity. If the Committee determines that a Participant is unable to
      care for his or her affairs because of illness or accident, any benefit
      due such Participant may be paid to such Participant's spouse or to any
      other Person deemed by the Committee to have incurred expense for such
      Participant (including a duly appointed guardian, committee or other legal
      representative), and any such payment shall be a complete discharge of the
      Company's obligation hereunder.

6.8   Transferability of Rights. The Company shall have the unrestricted right
      to transfer its obligations under the Plan with respect to one or more
      Participants to any Person, including, but not limited to, any purchaser
      of all or any part of the Company's business. The Company shall cause the
      Plan to be assumed by any successor of the Company, whether such
      succession occurs by merger, asset acquisition, or otherwise. A
      Participant's rights to benefit payments under the Plan are not subject in
      any manner to anticipation, alienation, sale, transfer, assignment,
      pledge, encumbrance, attachment, or garnishment by creditors of the
      Participant. Any attempt to transfer or assign a benefit, or any rights
      granted hereunder, by a Participant shall, in the sole discretion of the
      Committee (after consideration of such facts as it deems pertinent), be
      grounds for terminating any rights of the Participant to any portion of
      the Plan benefits not previously paid.



6.9   Governing Law. The Plan shall be construed, administered, and enforced
      according to the laws of the State of Ohio without regard to principles of
      conflicts of law, except to the extent that such laws are preempted by the
      federal laws of the United States of America.

6.10  Arbitration of All Disputes. Any controversy or claim arising out of or
      relating to the Plan, after exhaustion of the procedures under Article IV,
      shall be settled exclusively by arbitration in the City of Cleveland,
      Ohio. The arbitration shall be conducted in accordance with the then
      existing rules of the American Arbitration Association. The arbitrator(s)
      shall not have the power to add to or delete from or otherwise amend the
      provisions of the Plan. If a Participant is dissatisfied with the written
      decision of the Committee under Section 4.2, such Participant shall have
      the right to appeal the matter to arbitration pursuant to this Section
      6.10. A demand for arbitration must be submitted in writing to the
      Committee within 120 days after receipt of the Committee's written
      decision under Section 4.2. If an arbitration is demanded, the Committee
      shall submit to the arbitrator(s) a certified copy of the record upon
      which the Committee's decision was made. The decision rendered by the
      arbitrator(s) shall be final and binding upon all parties. The costs and
      expenses of the arbitration shall be borne by each respective party;
      provided, however, that the arbitrator(s) shall award costs and expenses
      to such Participant if such Participant is the prevailing party. Judgment
      upon the award rendered by the arbitrator(s) may be entered in any court
      having jurisdiction thereof.

6.11  Gender Neutrality. The masculine pronoun shall be deemed to include the
      feminine, and the singular number shall be deemed to include the plural
      unless a different meaning is plainly required by the context.

6.12  Effective Date. The Plan as amended and restated shall be effective June
      2, 2005.

                                    BOYKIN LODGING COMPANY

                                    By: /s/ Robert W. Boykin
                                        -------------------------
                                    Title: Chief Executive Officer



                                   Schedule A

                                     Titles

Senior Vice President - Acquisitions
Senior Vice President, General Counsel and Secretary
Vice President and Controller